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安源煤业: 中信证券股份有限公司关于江西钨业控股集团有限公司免于发出要约收购安源煤业集团股份有限公司之2025年半年度持续督导意见
Zheng Quan Zhi Xing· 2025-09-01 11:17
Group 1 - The core point of the news is that Jiangxi Tungsten Industry Holding Group Co., Ltd. (Jiang Tungsten Holding) is exempt from making a mandatory tender offer for Anyuan Coal Industry Group Co., Ltd. (Anyuan Coal) due to the transfer of shares from Jiang Energy Group Co., Ltd. to Jiang Tungsten Holding, which does not change the actual controller of Anyuan Coal [1][2][4] - Jiang Energy Group transferred 389,486,090 shares of Anyuan Coal, representing 39.34% of the total share capital, to Jiang Tungsten Holding without compensation, optimizing the allocation and operational efficiency of state-owned assets [2][4] - The actual controller of Anyuan Coal remains the State-owned Assets Supervision and Administration Commission of Jiangxi Province, ensuring compliance with relevant regulations that allow for exemption from a tender offer [2][4] Group 2 - The financial advisor, CITIC Securities, has been appointed to oversee the acquisition process and ensure compliance with disclosure obligations during the continuous supervision period from April 1, 2025, to June 30, 2025 [1][4] - The transfer of shares has been completed, and the necessary registration procedures have been fulfilled, confirming the change of controlling shareholder from Jiang Energy Group to Jiang Tungsten Holding [3][4] - Jiang Tungsten Holding has committed to maintaining the independence of Anyuan Coal and avoiding any conflicts of interest or related party transactions that could harm the interests of Anyuan Coal and its minority shareholders [5][6] Group 3 - Future plans include the possibility of changing the main business of Anyuan Coal within 12 months post-acquisition, depending on the needs of state capital layout adjustments [7][8] - Jiang Tungsten Holding has no current plans to adjust the board of directors or senior management of Anyuan Coal, nor to modify the company's articles of association or employee hiring policies [9][11] - The financial advisor has confirmed that Jiang Tungsten Holding has adhered to all commitments and legal obligations during the continuous supervision period, with no violations detected [14]