● 本次交易不构成关联交易，不构成重大资产重组。 ● 风险提示：各方对本次交易达成共识，相关交易要素已经取得各投资方内部有权机构审批同意，但合 伙企业尚未完成工商注册登记，本次交易尚待交易各方签订具体协议后生效，实施过程存在不确定性， 敬请投资者注意投资风险。 一、交易概述 登录新浪财经APP 搜索【信披】查看更多考评等级 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： ● 交易简要内容：山鹰国际控股股份公司（以下简称"公司"或"山鹰国际"）拟以下属子公司股权作价 297,704.35万元出资设立芜湖胜鹰企业管理咨询合伙企业（有限合伙）（暂定名，以下简称"胜鹰企 管"），并以转让合伙企业部分合伙份额的形式引入长期投资者中国东方资产管理股份有限公司（以下 简称"东方资产"）、财信吉祥人寿保险股份有限公司（以下简称"财信人寿"）、信达资本管理有限公司 （以下简称"信达资本"）和淄博恒铁投资合伙企业（有限合伙）（以下简称"淄博恒铁"），转让金额合 计不超过人民币7.475亿元，本次交易将引入国有资本、保险资金，有利于 ...

Transaction Overview - The company plans to establish Wuhu Shengying Enterprise Management Consulting Partnership (Limited Partnership) with a total investment of RMB 297,704.35 million, using 100% equity of Guangdong Shanying Paper Co., Ltd. and 36.56% equity of Xiangheng Creative Packaging Co., Ltd. as contributions [1][2] - The company aims to introduce long-term investors, including China Orient Asset Management Co., Ltd., Caixin Jixiang Life Insurance Co., Ltd., Xinda Capital Management Co., Ltd., and Zibo Hengtie Investment Partnership (Limited Partnership), with a total investment not exceeding RMB 747.5 million [1][2] Approval and Structure - The transaction was approved by the company's board of directors with unanimous consent, and it does not require shareholder approval [3][4] - The partnership will be structured with Shanying International holding 99.97% and Xinsenglibao holding 0.03% of the partnership [2][7] Financial Impact - The transaction is expected to enhance the company's sustainable development capabilities and core competitiveness by integrating state-owned capital and insurance funds into its paper packaging business [1][2][14] - The funds raised will be utilized for production operations, research and development of new production capabilities, and upgrading existing production lines [14] Asset Valuation - The equity contributions are based on the audited net asset values as of December 31, 2024, with Guangdong Shanying valued at RMB 217,704.35 million and Xiangheng Creative at RMB 80,000 million [11][14] Company Structure Post-Transaction - After the transaction, the company will retain a 74.84% stake in the partnership, while the investors will collectively hold 25.16% [13][14] - The partnership will remain a subsidiary within the company's consolidated financial statements, ensuring that the assets of Guangdong Shanying and Xiangheng Creative remain under the company's control [14]

Core Viewpoint - The company aims to enhance its sustainable development capabilities and core competitiveness by introducing long-term investors and promoting the integrated paper packaging business through the establishment of a new partnership fund, Shengying Qiguan [1][2] Group 1: Transaction Details - The company plans to contribute 100% equity of Guangdong Shanying and 36.56% equity of Xiangheng Creative Packaging to establish Shengying Qiguan with a total scale of RMB 2.978 billion, where the company will account for 99.97% of the contributions [1] - After the establishment of Shengying Qiguan, the company intends to sign a partnership share transfer agreement with several investors, who will collectively invest up to RMB 747.5 million to purchase shares in Shengying Qiguan [1] - Following the transaction, the company will hold 74.84% of Shengying Qiguan, while the investors will hold a combined 25.09% [1] Group 2: Asset Quality and Utilization - The assets involved in the transaction, Guangdong Shanying and Xiangheng Creative, are considered high-quality assets within the company's paper and packaging sector [2] - The funds raised from this transaction will be utilized for production operations, research and development of new production capabilities, and upgrading existing production lines, thereby further promoting the integrated paper packaging business [2]

Core Viewpoint - The company aims to enhance its sustainable development capabilities and core competitiveness by introducing long-term investors and promoting the integrated paper packaging business through the establishment of a new partnership entity, Shengying Enterprise Management [1][2] Group 1: Transaction Details - The company plans to contribute 100% equity of Guangdong Shanying and 36.56% equity of Xiangheng Creative Packaging as assets to establish Shengying Enterprise Management with a total scale of RMB 2.978 billion [1] - The company will hold a 99.97% stake in Shengying Enterprise Management, while Xinsenglibao will contribute RMB 1 million for a 0.03% stake [1] - After the establishment, the company intends to sign a partnership share transfer agreement with several investors, who plan to invest up to RMB 747.5 million to acquire shares in Shengying Enterprise Management [1] Group 2: Asset and Strategic Implications - Shengying Enterprise Management will directly hold 100% equity of Guangdong Shanying and 36.56% equity of Xiangheng Creative, which are considered high-quality assets in the company's paper and packaging sector [2] - The transaction proceeds will be utilized for production operations, research and development of new production capabilities, and upgrading existing production lines, further promoting the integrated paper packaging business [2]