证券代码：600397 证券简称：安源煤业 公告编号：2025-065 安源煤业集团股份有限公司 关于召开重大资产重组投资者说明会的公告 二、说明会召开的时间、地点 （一）会议召开时间：2025 年 8 月 6 日（星期三）10:15-11:15 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 安源煤业集团股份有限公司（以下简称"公司"）于 2025 年 7 月 25 日召开第 九届董事会第三次会议，审议通过了《关于 <安源煤业集团股份有限公司重大资> 产置换暨关联交易报告书（草案）（修订稿）>及其摘要的议案》等议案，具体 内容详见公司于 2025 年 7 月 26 日在上海证券交易所网站（http://www.sse.com.cn） 披露的《安源煤业集团股份有限公司重大资产置换暨关联交易报告书（草案） （修 订稿）》及其摘要等相关公告。为了便于广大投资者更全面深入地了解本次重大 资产重组相关情况。公司计划于 2025 年 8 月 6 日上午 10:15-11:15 召开重大资产 重组投资者说明会，就投资者关心 ...

Core Viewpoint - Zhongyan Chemical is undergoing a significant asset restructuring involving a capital reduction of its subsidiary, Zhongyan (Inner Mongolia) Soda Industry Co., Ltd., through a directed capital reduction to Taihu Investment, a subsidiary of China National Petroleum Corporation [1] Group 1: Asset Restructuring Details - The company disclosed a draft report on the major asset restructuring related to the capital reduction on July 24, 2025 [1] - The restructuring report has been revised to include additional details on the valuation process of the natural soda mining rights being auctioned by the subsidiary [1] - The revisions involved the addition of a section detailing the valuation process and the removal of redundant content from the original report [1]

Group 1 - The company, Zhonghua Equipment, announced plans to acquire 100% equity of Yiyang Rubber Plastic Machinery Group and Beijing Bluestar Energy Investment Management, which constitutes a major asset restructuring [1][3] - The stock of Zhonghua Equipment will resume trading on July 29, 2025, after being suspended since July 28, 2025 [1][3] - As of the end of 2024, Zhonghua Equipment reported a revenue of 9.612 billion yuan and a net loss of 2.202 billion yuan, indicating a need for improvement in profitability [3][5] Group 2 - Yiyang Rubber specializes in rubber machinery manufacturing, with key products including internal mixers, vulcanizers, and extruders, serving various industries such as tires and medical rubber [3][4] - Beijing Bluestar focuses on chemical equipment manufacturing, generating revenue primarily from chlor-alkali electrolysis systems, molten salt thermal energy storage systems, and special valves [4] - The transaction is expected to enhance the company's capabilities in the rubber machinery and chemical equipment sectors, improving market scale and operational efficiency [5][6] Group 3 - The controlling shareholders and actual controllers of Zhonghua Equipment will remain unchanged after the transaction, ensuring stability in governance [4] - The transaction aims to strengthen the company's competitive position in the chemical equipment sector and is expected to help the company achieve profitability [5][6] - Prior to suspension, Zhonghua Equipment's stock price was 8.36 yuan per share, with a total market value of 4.136 billion yuan [6]

Core Viewpoint - The company, Sinochem Equipment, is undergoing a significant asset restructuring by acquiring 100% equity of Yiyang Rubber Plastic Machinery Group and Beijing Bluestar Energy Investment Management, which is expected to enhance its operational capabilities and market position in the rubber machinery and chemical equipment sectors [1][4][5]. Group 1: Transaction Details - Sinochem Equipment announced plans to issue shares to acquire 100% equity of Yiyang Rubber Plastic Machinery Group and Beijing Bluestar Energy Investment Management, with the stock resuming trading on July 29, 2025 [1][3]. - The transaction is classified as a related party transaction and is anticipated to constitute a major asset restructuring [1][4]. Group 2: Financial Performance - As of the end of 2024, Sinochem Equipment reported a revenue of 9.612 billion yuan and a net loss of 2.202 billion yuan, indicating ongoing financial challenges [4]. - The company's net assets totaled 1.665 billion yuan as of March 31, 2025, highlighting the need for improved profitability [4]. Group 3: Business Operations - Yiyang Rubber specializes in manufacturing rubber machinery, including mixers, vulcanizers, and extruders, with applications across various industries such as tires, cables, and medical rubber [4]. - Beijing Bluestar focuses on chemical equipment manufacturing, generating revenue primarily from core products like chlor-alkali electrolysis systems and special valves [4]. Group 4: Strategic Implications - The acquisition is expected to strengthen Sinochem Equipment's expertise, brand management, and market presence in both the rubber machinery and chemical equipment sectors [5]. - The transaction aims to enhance the company's revenue and profit scale, facilitating a quicker turnaround to profitability and improving competitive positioning in the chemical equipment sector [5].

Core Viewpoint - Zhonghua Equipment plans to issue shares to acquire 100% equity of two companies, constituting a significant asset restructuring and related party transaction [1] Group 1 - The company intends to purchase 100% equity from China Chemical Equipment Co., Ltd. and Beijing Bluestar Energy Investment Management Co., Ltd. [1] - The transaction will involve raising matching funds alongside the share issuance [1] - The company's stock is set to resume trading on July 29, 2025 [1]

Core Viewpoint - The company Huylv Ecological (汇绿生态) has resumed trading and experienced a 10% drop in stock price following the announcement of a significant asset restructuring involving the acquisition of a 49% stake in Wuhan Junheng Technology Co., Ltd. (钧恒科技) through a combination of cash and stock issuance [1][11]. Group 1: Transaction Details - The transaction consists of two parts: issuing shares and paying cash to acquire assets, along with raising supporting funds, with the success of the fundraising not affecting the asset acquisition [1]. - The company plans to acquire 49% of Junheng Technology from seven counterparties, including Peng Kaisheng, who is also a director and vice president of the company [2][5]. - The share issuance price for the transaction is set at 7.89 yuan per share, which is at least 80% of the average trading price over the previous 60 trading days [2]. Group 2: Financial Performance of Target Company - Junheng Technology reported revenues of 434.82 million yuan, 666.21 million yuan, and 292.17 million yuan for the years 2023, 2024, and the first quarter of 2025, respectively, with net profits of 27.29 million yuan, 69.67 million yuan, and 44.07 million yuan for the same periods [7]. - As of March 31, 2025, Junheng Technology's total assets were 1.18 billion yuan, total liabilities were 722.75 million yuan, and total equity was 460.55 million yuan [8]. Group 3: Use of Proceeds - The raised funds will be used for cash payments, project construction, working capital supplementation, debt repayment, and intermediary fees, with a maximum of 25% of the transaction price or 50% of the total raised funds allocated for working capital and debt repayment [4]. Group 4: Corporate Governance and Control - The company's controlling shareholder and actual controller, Li Xiaoming, will remain unchanged post-transaction, maintaining a 53.21% voting power in the company [6]. - The transaction is classified as a major asset restructuring and does not constitute a change in the listing status of the company [11]. Group 5: Future Outlook - The company expects a significant increase in net profit for the first half of 2025, projecting between 36 million and 49 million yuan, representing a growth of 177.82% to 278.14% compared to the same period in the previous year [14].

Core Viewpoint - The company has terminated its major asset restructuring plan and conducted a self-examination regarding insider trading during the relevant period [1][2][4]. Group 1: Termination of Restructuring - The company held a board meeting on May 25, 2025, where it approved the termination of the issuance of shares and cash payment for asset acquisition, along with related fundraising [1]. - The termination was authorized for the management to handle related matters [1]. Group 2: Self-Examination of Insider Trading - The self-examination period for insider trading was defined from December 3, 2024, to May 26, 2025 [2]. - The scope of the self-examination included company directors, supervisors, senior management, controlling shareholders, actual controllers, and other related parties [3]. Group 3: Findings of the Self-Examination - During the self-examination, it was found that GuoXin Securities engaged in trading the company's stock, holding a total of 2,504,715 shares by the end of the examination period [4]. - GuoXin Securities stated that their trading activities were normal business operations and did not involve insider information related to the restructuring [5]. Group 4: Individual Trading Activities - Two individuals were identified to have traded the company's stock during the self-examination period, both providing statements affirming they did not use insider information for their trades [6]. - The individuals confirmed their trading decisions were based solely on publicly available information and personal investment judgment [6]. Group 5: Conclusion of Self-Examination - The company concluded that the trading activities of the identified parties did not constitute insider trading based on the provided statements and the verification from the China Securities Depository and Clearing Corporation [6].

Core Viewpoint - The company is planning a significant asset restructuring involving the issuance of shares and cash payments to acquire a 49% stake in Wuhan Junheng Technology Co., Ltd. and raise matching funds through a private placement of shares to specific investors. Group 1: Meeting Overview - The independent directors' special meeting was held on July 25, 2025, with all three independent directors present, complying with relevant regulations and company bylaws [1]. - The meeting reviewed multiple proposals related to the asset acquisition and fundraising, all of which received unanimous approval from the independent directors [2][3]. Group 2: Asset Acquisition Details - The company intends to acquire a 49% stake in Wuhan Junheng Technology from seven counterparties, with the total amount raised not exceeding 100% of the asset purchase price [2]. - The funds raised will be allocated for cash payments, project construction, working capital, debt repayment, and intermediary fees, with specific limits on the proportions for working capital and debt repayment [11][12]. Group 3: Share Issuance and Pricing - The shares to be issued will be ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [3][9]. - The pricing for the shares will be based on the average trading price over the previous 20, 60, or 120 trading days, with a minimum price set at 80% of the market reference price [4][10]. Group 4: Lock-up Period and Performance Commitments - A lock-up period of 12 months will apply to shares acquired by certain counterparties, with specific conditions for those who have held their shares for less than 12 months [7][8]. - Performance commitments and compensation arrangements will be negotiated after the completion of the audit and evaluation of the target company [6][8]. Group 5: Regulatory Compliance and Approval - The independent directors confirmed that the transaction complies with various laws and regulations, including the Company Law and Securities Law, and that the transaction is reasonable and operable [23][24]. - The transaction is classified as a related party transaction due to the involvement of a director, and it has undergone necessary legal procedures and disclosures [24][25].

Core Viewpoint - The company is planning to issue shares and pay cash to acquire a 49% stake in Wuhan Junheng Technology Co., Ltd. and raise matching funds through a private placement of shares to specific investors, which is deemed compliant with relevant laws and regulations [1][2][14]. Group 1: Meeting and Approval - The 6th meeting of the 11th Supervisory Board was held on July 25, 2025, with all 5 supervisors present, confirming the legality and validity of the meeting [1]. - The Supervisory Board approved the proposal for the issuance of shares and cash payment for asset acquisition, which will be submitted to the shareholders' meeting for further approval [2][3]. Group 2: Transaction Details - The company intends to acquire a 49% stake in Wuhan Junheng Technology from seven parties, including specific individuals and a company, through a combination of share issuance and cash payment [2][3]. - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset acquisition, with the number of shares issued not exceeding 30% of the company's total share capital prior to the issuance [2][3][13]. Group 3: Fund Utilization - The raised funds will be used for cash payment, project construction of the target company, working capital supplementation, debt repayment, and payment of transaction intermediary fees, with specific limits on the proportions for working capital and debt repayment [2][13]. Group 4: Share Issuance and Pricing - The shares to be issued will be ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [3][10]. - The pricing for the shares will be based on the average trading price over the preceding 20, 60, or 120 trading days, with a minimum price set at 80% of the average [4][5]. Group 5: Lock-up Period and Performance Commitments - A lock-up period of 12 months will apply to certain shareholders who acquire shares through this transaction, with specific conditions for others based on their holding duration [7][8]. - Performance commitments and compensation arrangements will be negotiated after the completion of the audit and evaluation of the target company [8][9]. Group 6: Regulatory Compliance - The transaction is classified as a related party transaction due to the involvement of a director and vice president of the company, and it is expected to constitute a major asset restructuring [14][15]. - The Supervisory Board confirmed that the transaction complies with the relevant regulations and that all necessary legal procedures have been followed [23][25].

Group 1 - The company plans to acquire a 49% stake in Wuhan Junheng Technology Co., Ltd. through a combination of issuing shares and cash payments to seven transaction parties [1] - The company will also issue shares to no more than 35 qualified investors to raise matching funds for the transaction [1] - The company's stock was suspended from trading starting July 22, 2025, due to the announcement of a major asset restructuring [1] Group 2 - The company's stock is set to resume trading on July 28, 2025, following the suspension [1] - As of the announcement date, the audit and evaluation work related to the transaction has not been completed, and the board has decided to postpone the shareholders' meeting to discuss the transaction [2] - The board will reconvene to review the transaction once the audit and evaluation are finalized, and will then call a shareholders' meeting to discuss related proposals [2]