Summary of Key Points Core Viewpoint - The independent financial advisor, CITIC Securities, has issued a verification opinion regarding the major asset swap and related transactions of Anyuan Coal Industry Group Co., Ltd, confirming that the transaction has been executed in compliance with relevant laws and regulations [1][18]. Group 1: Transaction Overview - The transaction involves Anyuan Coal swapping its existing coal-related assets and liabilities, excluding certain retained assets, with Jiangxi Jiangtong Holding Development Co., Ltd for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd [5][12]. - The estimated value of the assets being swapped has been assessed, with the net asset value of the assets to be disposed of being RMB 369.77 million and the value of the assets to be acquired being RMB 368.69 million, resulting in a cash difference of RMB 1.07 million to be paid by Jiangtong [6][13]. Group 2: Asset Valuation and Pricing - The valuation of the assets to be acquired was conducted using both income and asset-based approaches, with the income approach being selected as the final valuation method, resulting in a total equity value of Ganzhou Jinhui of RMB 368.69 million [5][6]. - The assets to be disposed of were evaluated using the asset-based method, confirming a net asset value of RMB 369.77 million, which was agreed upon by both parties as reasonable [6]. Group 3: Implementation Status - As of the date of the verification opinion, the necessary decision-making and approval processes for the transaction have been completed, including approval from the board of directors [12][18]. - The transfer of the 8.55 million shares of Ganzhou Jinhui to Anyuan Coal and the transfer of 100% equity of Jiangxi Coal to Jiangtong have been successfully completed [12][13]. Group 4: Financial and Legal Compliance - The transaction has been executed in accordance with the relevant legal frameworks, including the Company Law and Securities Law, and there are no significant discrepancies between the implementation status and previously disclosed information [12][18]. - There have been no instances of the company's funds or assets being misappropriated by actual controllers or related parties during the transaction process, and all guarantees provided for the disposed assets have been released [16][18].

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： ● 根据中国证券登记结算有限责任公司出具的查询结果，经公司自查、相关中介机构核查，相关主体在 核查期间买卖上市公司股票的行为不构成内幕交易行为，不会对本次交易构成实质性法律障碍。 安源煤业集团股份有限公司（以下简称"上市公司"或"公司"）拟以持有的煤炭业务相关资产及负债与江 西江钨控股发展有限公司持有的赣州金环磁选科技装备股份有限公司（以下简称"金环磁选"）8,550万 股股份（对应股比57%）的等值部分进行置换，拟置入资产与拟置出资产交易价格的差额部分，由一方 向另一方以现金方式补足（以下简称"本次交易"或"本次重组"）。 根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内容与格式准则第26号一一上 市公司重大资产重组》《监管规则适用指引一一上市类第1号》等法律、法规的规定，公司对本次交易 相关内幕信息知情人二级市场买卖上市公司股票的情况进行了自查，具体情况如下： 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：600397 证券简称 ...

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on August 11, 2025, at 14:00 [1][2] - The meeting will take place at the company's conference room located at 188 Torch Avenue, Nanchang High-tech Industrial Development Zone, Jiangxi Province [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda for the meeting includes several proposals, such as major asset replacement and related party transactions, which have been approved by the company's board and supervisory board in previous meetings [3][4] - The voting will be conducted through a combination of on-site and online methods, allowing shareholders to participate via the designated platforms [2][3] - Shareholders must register to attend the meeting, with the registration period set for August 6, 2025, from 9:00 to 17:00 [5][6] Group 3 - The company has outlined specific voting procedures for shareholders holding multiple accounts, ensuring that votes are counted accurately across all accounts [4] - The company has also provided details on the necessary documentation for registration, including identification and authorization letters for representatives [5][6] - The meeting will include discussions on the company's financing guarantees for affiliated enterprises, which are part of the proposed agenda [3][7]

Meeting Details - The fourth supervisory board meeting of Shenzhen Zhizheng High Polymer Materials Co., Ltd. was held on July 15, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. Transaction Proposal - The company proposed to adjust the major asset swap, issuance of shares, and cash payment for acquiring the equity and control of Advanced Assembly Materials International Ltd. (AAMI), while divesting 100% of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2]. - The adjustment includes excluding the cash repurchase of 12.49% equity from Hong Kong Zhixin Union Co., Ltd. from the transaction, with a repurchase amount of 437.7213 million yuan no longer counted as part of the transaction price [2][3]. Ownership and Valuation Changes - The proposed ownership percentage of AAMI will be adjusted from 99.97% to 87.47%, and the transaction valuation will change from 3.5064312 billion yuan to 3.0687099 billion yuan [2][3][4]. - Despite the adjustments, the company will still effectively hold approximately 99.97% of AAMI's equity post-transaction [3][4]. Voting and Decision - The proposal regarding the adjustment of the transaction was passed with 1 vote in favor, and due to insufficient non-related supervisors, the supervisory board could not form an effective resolution [3][5]. - The board of directors approved the proposal without needing to submit it to the shareholders' meeting, based on the authorization from the company's first extraordinary shareholders' meeting in 2025 [3][5].

Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].

Group 1 - The company plans to exchange all remaining assets and liabilities, except for retained assets and liabilities, with Jiangtong Development for a 57% stake in Jinhui Magnetic Selection, with cash compensation for the difference [1][2] - The company intends to repay financial liabilities of 661 million yuan before the shareholder meeting notification [1][2] - The remaining 43% equity of the target company is held by four employee stock ownership platforms [1] Group 2 - The valuation of the target company Jinhui Magnetic Selection is based on the asset-based method and income method, with the income method chosen as the final assessment method [2][3] - The target company's revenue for the last two years was 451 million yuan and 483 million yuan, indicating a production model based on "sales determine production" [2][3] Group 3 - The target company's inventory value at the end of 2024 is 379 million yuan, accounting for 47.38% of total assets, primarily consisting of raw materials, inventory goods, and shipped products [4] - The company needs to disclose the specific composition of inventory and the revenue proportion of customized products over the last three years [4][5] Group 4 - The company's accounts receivable and notes receivable at the end of the reporting period were 167 million yuan and 88 million yuan, accounting for 37.03% and 18.22% of revenue, respectively [5][6] - The company must analyze the aging structure of accounts receivable and the credit policy of the top five customers [6] Group 5 - The target company has 46 patents, with 7 co-owned with other entities, indicating potential complexities in intellectual property rights [7] - The company needs to clarify the role of co-owned patents in production and whether there are any disputes regarding intellectual property [7] Group 6 - The target company's overseas revenue accounted for 12.76% and 22.51% of total revenue in the last two years, with plans to increase product exports in 2024 [8] - The company should disclose the types of overseas customers and the reasons for growth in overseas business [8]

Core Viewpoint - The company has announced a postponement of the second extraordinary general meeting of shareholders originally scheduled for July 7, 2025, now set for July 11, 2025, to include a temporary proposal regarding a significant asset swap and cash purchase of assets [1][3]. Group 1: Meeting Details - The second extraordinary general meeting of shareholders will now take place on July 11, 2025, at 15:00, with the record date for shareholding remaining unchanged on July 1, 2025 [1][4]. - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate through the Shenzhen Stock Exchange trading system and an internet voting platform [4][10]. - Shareholders must register to attend the meeting, with registration available from July 1 to July 11, 2025 [9]. Group 2: Proposals for Discussion - A temporary proposal regarding the significant asset swap and cash purchase of assets will be submitted for review at the meeting [1][2]. - The proposals include various aspects of the transaction, such as pricing basis, payment methods, and compliance with relevant regulations [2][7]. - The board has confirmed that the temporary proposal meets the qualifications set forth in the Company Law and the company's articles of association [3][5]. Group 3: Voting Procedures - Voting will be conducted through both in-person and online methods, with specific time frames for each voting method outlined [4][10]. - In cases of duplicate voting on the same proposal, the first valid vote will be considered [10]. - The results of the voting will be separately counted for minority investors, ensuring transparency in the decision-making process [8].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd.'s 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, ensuring compliance with relevant laws and regulations [2][3] - The company has submitted legal documents related to the transaction, which are declared to be legitimate and effective, with no false statements or significant omissions [3] Group 2 - Independent directors have approved the transaction, and relevant proposals have been submitted to the board for review [2] - The company has continuously disclosed the progress of the transaction through announcements on May 1 and May 31, 2025 [2] - The board believes that the legal procedures for the transaction are complete, legal, and effective, in accordance with the company's articles of association and applicable regulations [3]

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd., representing a 57% stake [1] - The independent financial advisor, CITIC Securities, conducted a review of the company's stock price fluctuations over the 20 trading days prior to the announcement of the transaction, revealing a cumulative increase of 27.13% in the company's stock price [1] - The Shanghai Composite Index showed a minimal increase of 0.24% during the same period, while the coal industry index's performance was not specified [1] Group 2 - The company implemented necessary confidentiality measures during negotiations to prevent the leakage of sensitive information related to the transaction, ensuring that the information remained controlled [2] - The independent financial advisor confirmed that the company's stock price had increased over 20% after excluding the impacts of the broader market and industry factors [2] - The company has registered individuals with insider information and reported the list to the Shanghai Stock Exchange, indicating compliance with insider information management protocols [2]

Core Viewpoint - Anyuan Coal Industry Group Co., Ltd. is planning to inject assets related to the entire equity of Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. as part of a significant asset restructuring initiative [1][2]. Group 1: Asset Evaluation - The asset evaluation report was prepared by Shenzhen Pengxin Asset Appraisal Limited, with the evaluation date set for December 31, 2024 [1][2]. - The purpose of the evaluation is to provide a value reference for the economic behavior involved in the asset injection [2]. - The evaluation method employed includes the asset-based approach and the income approach, ultimately selecting the income approach for the final valuation [2]. Group 2: Evaluation Results - The market value of the entire equity of Ganzhou Jinhui as of the evaluation date is to be determined, with the evaluation conclusion typically valid from the evaluation date [2]. - The evaluation report indicates that the financial data used for the assessment has been audited by Zhongxinghua Accounting Firm, which issued an unqualified audit report [2][3]. Group 3: Legal and Ownership Considerations - The evaluation does not consider the impact of any ongoing legal disputes or arbitration on the assessed value [3]. - There are certain properties that have not been fully documented, and the evaluation is based on data provided by the asset management personnel of Ganzhou Jinhui [3][4]. - The report highlights that any changes in asset quantity or pricing standards after the evaluation date may require a re-evaluation by a qualified asset appraisal institution [4]. Group 4: Company Overview - Anyuan Coal Industry Group Co., Ltd. is a state-controlled listed company with a registered capital of approximately 9.9 billion RMB [5]. - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. is a non-listed company with a registered capital of 150 million RMB, primarily engaged in the development and manufacturing of magnetic separation equipment [5][6].