Core Viewpoint - The acquisition involves the Fujian Longyan Municipal Government's State-owned Assets Supervision and Administration Commission transferring its stakes in three companies to the Longyan Investment Development Group, enabling the group to indirectly control 49.55% of Longyan Kaolin Co., Ltd. [1][21] Group 1: Acquisition Details - The acquirer will obtain 51.04% of the Longyan Investment Development Group, 39% of the Longyan Cultural Tourism Huijin Development Group, and 20% of the Longyan Transportation Development Group [1][24] - The acquisition will not involve cash transactions or securities payments, focusing instead on equity transfers [12][24] - The acquisition will not change the direct controlling shareholder or the actual controller of Longyan Kaolin Co., Ltd., which will remain the Longyan Investment Development Group and the Longyan Municipal Government's State-owned Assets Supervision and Administration Commission, respectively [21][24] Group 2: Financial Advisor's Role - The financial advisor, Industrial Securities Co., Ltd., has conducted due diligence and confirmed that the acquisition complies with relevant laws and regulations [5][6] - The financial advisor has verified that the acquirer has provided all necessary documentation and that the information is accurate and complete [2][7] - The financial advisor will continue to oversee the acquirer's compliance with legal obligations and corporate governance standards post-acquisition [13][25] Group 3: Future Plans and Stability - The acquirer has no immediate plans to change the main business operations of Longyan Kaolin Co., Ltd. after the acquisition [26] - There are no plans for significant asset disposals, mergers, or restructuring within the next 12 months [26] - The acquirer will not propose changes to the board of directors or senior management of Longyan Kaolin Co., Ltd. unless necessary, and will adhere to legal procedures for any future changes [27]

Core Viewpoint - The company is undergoing a significant asset swap and share issuance to acquire assets from State Nuclear Power Technology Company and China Life Insurance, aiming to enhance its operational capacity in the nuclear energy sector [1][12][21]. Group 1: Transaction Overview - The transaction consists of a major asset swap, issuance of shares for asset purchase, and fundraising through the issuance of shares to no more than 35 specific investors [1][12]. - The assets being swapped include 100% equity of Electric Power Nuclear Co. from State Nuclear and 100% equity of Capital Holdings from the company [12][13]. - The transaction values the assets at approximately 57.12 billion yuan for the incoming assets and 15.11 billion yuan for the outgoing assets [13][19]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase from approximately 478.32 billion yuan to 1,273.24 billion yuan, while total liabilities will rise from about 180.43 billion yuan to 778.50 billion yuan [21]. - The net profit attributable to shareholders is expected to grow from approximately 10.44 billion yuan to 34.37 billion yuan, indicating a significant enhancement in profitability [21]. - The asset-liability ratio will increase from 37.72% to 61.14%, reflecting a higher leverage post-transaction [21]. Group 3: Shareholding Structure - The transaction will alter the shareholding structure, with State Nuclear becoming the controlling shareholder, holding approximately 43.80% of shares post-transaction [21]. - The company’s original major shareholder, State Power Investment Group, will see its stake reduced to about 15.50% [21]. - China Life Insurance will hold approximately 25.05% of shares after the transaction [21]. Group 4: Regulatory and Compliance - The transaction is subject to approval from relevant regulatory bodies, including the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3][21]. - The company has committed to strict compliance with information disclosure obligations to protect the interests of minority investors during the transaction process [22][23]. - Independent assessments have been conducted to ensure the fairness of asset valuations and compliance with regulatory standards [23].

Group 1 - The actual controller of Tongyu Heavy Industry will change from Zhuhai State-owned Assets Supervision and Administration Commission to Shandong State-owned Assets Supervision and Administration Commission, with the company's stock and convertible bonds resuming trading on May 7 [2][9] - Guohui Capital will become the controlling shareholder of Tongyu Heavy Industry, acquiring 604 million shares (15.5% of total shares) from Zhuhai Port Holding Group at a price of 2.22 yuan per share, totaling 1.341 billion yuan, which is a discount of approximately 9.02% compared to the closing price of 2.44 yuan on April 29 [6][7] - After the completion of this equity change, Guohui Capital will hold 604 million shares, making it the largest shareholder of Tongyu Heavy Industry, while Zhuhai Port Group's shareholding will decrease to 188.39 million shares (4.83% of total shares) [8] Group 2 - Guohui Capital is a wholly-owned subsidiary of Shandong Guohui Investment Holding Group, which is 100% owned by Shandong State-owned Assets Supervision and Administration Commission [10] - The strategic restructuring between Guohui Group and Shandong Development Investment Holding Group is underway, with a merger agreement signed on April 8, 2025, which will result in the renaming of Guohui Group to "Shandong Development Investment Holding Group" after the merger [10] - Tongyu Heavy Industry, located in Dezhou, Shandong, is a significant industrial equipment R&D and manufacturing platform in China, having completed a "national mixed reform" in August 2020, becoming a state-controlled listed company under Zhuhai State-owned Assets [10][11]