（编辑 姚尧） 证券日报网12月23日讯 本钢板材在12月22日回答调研者提问时表示，公司于2023年6月披露了《本钢板 材股份有限公司重大资产置换暨关联交易预案》，鉴于本次交易将导致公司关联销售比例大幅增加，可 能导致公司对控股股东及其他关联方存在重大依赖、对公司面向市场独立持续经营的能力产生重大影 响，目前公司正在结合自身实际，对本次交易方案的可行性与合规性做进一步审慎论证和谨慎评估。本 次交易方案仍需进一步论证和沟通协商，相关事项尚存在不确定性，公司将根据相关事项的进展情况， 及时履行信息披露义务。 ...

证券日报网12月18日讯本钢板材（000761）在12月17日回答调研者提问时表示，公司于2023年6月披露 了《本钢板材股份有限公司重大资产置换暨关联交易预案》，鉴于本次交易将导致公司关联销售比例大 幅增加，可能导致公司对控股股东及其他关联方存在重大依赖、对公司面向市场独立持续经营的能力产 生重大影响，目前公司正在结合自身实际，对本次交易方案的可行性与合规性做进一步审慎论证和谨慎 评估。本次交易方案仍需进一步论证和沟通协商，相关事项尚存在不确定性，公司将根据相关事项的进 展情况，及时履行信息披露义务。 ...

Core Viewpoint - The report outlines the self-examination of insider trading activities related to the major asset swap and related transactions of Anyuan Coal Industry Group Co., Ltd, conducted by CITIC Securities as an independent financial advisor [1][2]. Group 1: Insider Information and Trading Period - The insider information trading period for this transaction spans from six months prior to the announcement of the major asset swap until one day before the disclosure of the draft report on the transaction [1]. - The examination period is defined as October 3, 2024, to June 27, 2025 [1]. Group 2: Scope of Insider Information - The scope of insider information includes direct relatives of the insiders, such as parents, spouses, and adult children [2]. Group 3: Trading Activities of Insiders - Various insiders and their relatives engaged in buying and selling Anyuan Coal's A-shares during the self-examination period, with specific individuals listed in the report [2][3]. - The report includes a detailed table of individuals, their roles, cumulative shares bought and sold, and their ending shareholding status [3]. Group 4: Declarations and Commitments - Insiders, including Yan Chaojie and Li Longgen, have made declarations stating they did not leak insider information and that their trading activities were based on personal investment decisions, unrelated to the major asset swap [4][5]. - Commitments were made to comply with regulations against insider trading and to submit any trading profits to Anyuan Coal [4][5][6]. - Multiple insiders reiterated their lack of knowledge regarding any undisclosed information and confirmed that their trading actions were independent and based on market conditions [6][7].

Group 1 - The company plans to replace assets and conduct related transactions, involving the exchange of 57% of the shares of Jinhuan Magnetic Selection and a cash supplement for the difference [2][3] - The company intends to repay financial liabilities of 661 million yuan before the notice of the shareholders' meeting [3][4] - The remaining 43% of the shares will be held by four employee stock ownership platforms [2] Group 2 - As of December 31, 2024, the company has financial liabilities of 660.76 million yuan, which have been repaid using self-funds, new bank loans, and support from the controlling shareholder [4][5] - The company retains liabilities with specific creditors, and the repayment plan includes using retained cash of 62.94 million yuan and dividends from subsidiaries [4][6] - The company has committed to ensuring timely repayment of retained debts through funding and guarantees from the controlling shareholder [5][6] Group 3 - The company’s financial ratios before and after the transaction indicate an improvement in liquidity and a significant reduction in the debt-to-asset ratio [6][7] - The current ratio improved from 0.36 to 1.27, and the quick ratio increased from 0.34 to 0.47, while the debt-to-asset ratio decreased from 97.83% to 55.87% [6][7] - The transaction is expected to significantly reduce the company's debt repayment pressure [6][7] Group 4 - The company’s inventory mainly consists of raw materials, work-in-progress, and finished goods, with a significant portion being customized products [11][12] - The revenue from customized products accounted for 78.54% to 83.45% of total revenue over the past three years, indicating a strong reliance on customized production [11][12] - The average production cycle for major products varies, with some requiring up to 150 days for completion [11][12] Group 5 - The company has a structured payment arrangement with clients to mitigate risks associated with long acceptance periods for customized products [20][21] - The payment terms typically involve milestone payments based on contract signing, delivery, acceptance, and warranty completion [20][21] - The company has maintained a low risk of customer defaults, with good repayment performance from major clients [20][21]