Meeting Details - The second meeting of the tenth board of directors was held on August 22, 2025, via on-site and communication methods [1] - All 9 directors attended the meeting, with some participating via communication [1] - The meeting was hosted by the chairman, Mr. Yu Xuchun, and attended by senior management [1] Agenda Items - The board approved an adjustment to the transaction plan, confirming it does not constitute a major adjustment [2][3] - The company plans to acquire 99.4375% of the shares of Kaima Aluminum (Sanmenxia) Co., Ltd. through a share issuance [3][4] - The board confirmed compliance with legal requirements for issuing shares to purchase assets [3][4] Transaction Details - The transaction involves multiple parties, including Hangzhou Jinjiang Group and others, with a total transaction value of approximately 3,194,926.88 million yuan [9][10] - The share issuance price is set at 5.39 yuan per share, adjusted from an initial price of 5.52 yuan due to a cash dividend [7][9] - The total number of shares to be issued is approximately 5,927,508,108 shares [10][11] Performance Commitments - The parties involved have committed to specific profit targets for the years 2026 to 2028, with net profits not less than 323,890 million yuan, 332,590 million yuan, and 346,940 million yuan respectively [14] - If the actual net profits fall below the commitments, the parties will compensate the company with shares or cash [15][16] Regulatory Compliance - The board confirmed that the transaction complies with various regulatory requirements, including the Major Asset Restructuring Management Measures and the Securities Law [21][22] - The board also confirmed that there are no violations of insider trading regulations related to this transaction [23] Financial Reports - The board approved the audit and asset evaluation reports related to the transaction, confirming their fairness and independence [27] - The board also discussed measures to mitigate any potential dilution of immediate returns from the transaction [26]

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the share issuance for asset acquisition by Jiaozuo Wanfang Aluminum Industry Co., Ltd., emphasizing the transaction's compliance with legal regulations and its potential impact on the company's business structure and market position [1][2]. Group 1: Transaction Overview - Jiaozuo Wanfang plans to acquire 99.4375% equity of Kaiman Aluminum (Sanmenxia) Co., Ltd. through share issuance, with a transaction price of approximately 3,194.93 million yuan [3][10]. - The transaction aims to enhance the company's upstream business capabilities, creating a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [10]. Group 2: Financial and Operational Impact - The target company, Sanmenxia Aluminum, has an alumina production capacity of 10.28 million tons per year, ranking fourth in China and sixth globally, along with over 1 million tons of electrolytic aluminum capacity [10]. - The acquisition is expected to improve Jiaozuo Wanfang's profitability and financial status, strengthening its market position and operational performance in the aluminum industry [10]. Group 3: Shareholding Structure Changes - Post-transaction, the controlling shareholder will change to Jinjiang Group, while the actual controller remains the same, ensuring no change in the company's control structure [10][11]. - The shareholding distribution will see significant changes, with new shareholders including Jinjiang Group and others acquiring substantial stakes in the company [12].

Group 1 - The article discusses the independent financial advisory role of China Galaxy Securities for Jiaozuo Wanfang Aluminum Industry Co., Ltd. in a transaction involving the acquisition of 99.4375% equity in Cayman Aluminum (Sanmenxia) Co., Ltd. from Hangzhou Jinjiang Group [1][2] - The company has established and implemented an insider information registration system to prevent the leakage of sensitive information related to the transaction, in compliance with relevant laws and regulations [1][2] - Necessary confidentiality measures have been taken, including limiting the number of personnel involved in the transaction discussions to minimize the exposure of sensitive information [1][2] Group 2 - The independent financial advisor concludes that the company has adhered to legal and regulatory requirements by implementing a confidentiality system and taking necessary measures to protect sensitive information prior to legal disclosure [2]

Core Viewpoint - China Galaxy Securities Co., Ltd. acts as an independent financial advisor for Jiaozuo Wanfang Aluminum Industry Co., Ltd. in a significant transaction involving the acquisition of 99.4375% equity in Cayman Aluminum (Sanmenxia) Co., Ltd. from Hangzhou Jinjiang Group Co., Ltd. [1] Group 1 - The independent financial advisor has conducted thorough due diligence and internal review, ensuring that the professional opinions provided align with the disclosures made by the listed company [1] - The advisor confirms that the transaction plan complies with relevant laws, regulations, and the requirements set by the China Securities Regulatory Commission and stock exchanges, ensuring the accuracy and completeness of the disclosed information [1] - Strict confidentiality measures and risk control protocols have been implemented by the advisor to prevent insider trading, market manipulation, and securities fraud during the advisory period [1]

焦作万方铝业股份有限公司 第十届董事会独立董事专门会议 焦作万方铝业股份有限公司（以下简称"公司"）第十届董事会独立董事专 门会议 2025 年第一次会议于 2025 年 8 月 22 日以现场加通讯方式召开，应出席 独立董事 3 人，实际出席 3 人，独立董事金骋路以通讯方式参会，其他独立董事 以现场方式参加会议。会议的召开符合有关法律、法规、部门规章、规范性文件 和《公司章程》的规定。 经与会独立董事审议，会议通过了拟提交公司第十届董事会第二次会议审议 的公司发行股份购买资产暨关联交易（以下简称"本次交易"），与会独立董事就 本次交易形成审核意见如下： 一、公司符合《公司法》《证券法》《重组管理办法》《上市公司监管指引 第 9 号——上市公司筹划和实施重大资产重组的监管要求》《上市公司证券发行 注册管理办法》《深圳证券交易所上市公司重大资产重组审核规则》等法律、法 规及规范性文件关于上市公司发行股份购买资产的各项条件。 六、本次交易符合《重组管理办法》第十一条、第十三条和第四十三条、第 四十四条的相关规定。 七、公司就本次交易对即期回报摊薄的影响进行了分析，并制定了相关填补 措施，上市公司实际控制人、第一 ...

Core Viewpoint - The transaction involving Jiaozuo Wanfang Aluminum Industry Co., Ltd. aims to acquire Cayman Aluminum (Sanmenxia) Co., Ltd., which will enhance the company's upstream aluminum industry layout and create a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [1][2]. Group 1: Measures to Mitigate Immediate Return Dilution - The company anticipates that the transaction will not dilute immediate returns post-completion, but acknowledges potential risks if the target company's profitability does not meet expectations or is affected by macroeconomic conditions [1][2]. - To protect investor interests and mitigate the risk of immediate return dilution, the company plans to implement specific measures, including enhancing corporate governance and internal control systems [2][3]. Group 2: Commitments from Major Stakeholders - The largest shareholder and actual controller, along with all directors and senior management, have issued commitments to not interfere with the company's management and to fulfill performance commitments related to the transaction [3][4]. - These commitments are designed to ensure that the measures to mitigate return dilution are effectively executed and align with regulatory requirements [4]. Group 3: Independent Financial Advisor's Opinion - The independent financial advisor has reviewed the company's analysis regarding the potential dilution of immediate returns and considers the proposed measures reasonable and compliant with relevant regulations aimed at protecting minority investors [4].

Group 1 - The independent financial advisor, China Galaxy Securities, was commissioned by Jiaozuo Wanfang Aluminum Industry Co., Ltd. to conduct a review of the stock price fluctuations prior to the announcement of a significant transaction involving the acquisition of a 99.4375% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. [1] - The stock of Jiaozuo Wanfang was suspended from trading on March 3, 2025, with the last trading day before suspension being February 28, 2025. The stock price on February 28 was 7.23 CNY, reflecting a 1.26% increase from 7.14 CNY on January 23, 2025 [1]. - The review indicated that, after excluding the impact of the overall market and industry sector, the cumulative price fluctuation of the company's stock over the 20 trading days prior to the suspension did not exceed 20%, indicating no abnormal volatility [2]. Group 2 - The company implemented strict confidentiality measures during the negotiation process to prevent the leakage of insider information, limiting the number of informed personnel and maintaining a record of those with insider knowledge [2]. - The independent financial advisor confirmed that the stock price fluctuations were within normal ranges, further supporting the integrity of the transaction process [2].

Group 1 - The core viewpoint of the article is that the transaction involving the acquisition of a 99.4375% stake in Sanmenxia Aluminum by Jiaozuo Wanfang Aluminum Industry Co., Ltd. constitutes a significant asset restructuring as defined by the relevant regulations [1][2][3] - The transaction is between Jiaozuo Wanfang and entities controlled by the actual controller, Mr. Dou Zhenggang, indicating a related party transaction [2][3] - The financial metrics of the target company, including total assets of 3,762.62 million, net assets of 2,030.40 million, and operating income of 3,553.92 million, significantly exceed those of the acquiring company, confirming the restructuring classification [3]

根据《上市公司重大资产重组管理办法》 《首次公开发行股票注册管理办法》 中国银河证券股份有限公司 关于本次交易符合中国证监会关于重大资产重组 对板块定位的要求的独立财务顾问核查意见 中国银河证券股份有限公司（以下简称"银河证券"或"本独立财务顾问"） 接受焦作万方铝业股份有限公司（以下简称"公司"、 "上市公司"或"焦作万方"） 委托，担任上市公司向杭州锦江集团有限公司（以下简称"锦江集团"）等交易 对方发行股份购买其持有的开曼铝业（三门峡）有限公司（以下简称"三门峡铝 业"或"标的公司"）99.4375%股权暨关联交易（简称"本次交易"）的独立财务 顾问。 《深圳证券交易所上市公司重大资产重组审核规则》等规定，银河证券就本次交 易符合板块定位要求进行了核查，对本次交易符合中国证监会关于重大资产重组 对板块定位的要求进行核查，现发表意见如下： 标的公司属于业务模式成熟、经营业绩稳定、规模较大、具有行业代表性的 优质企业，符合主板定位要求，具体情况如下： 一、业务模式成熟 三门峡铝业成立于 2003 年，是国内第一家成功利用国产铝矾土生产氧化铝 的民营企业，且是全球领先的铝基材料龙头企业，主营业务为氧化铝、电解 ...

Core Viewpoint - The independent financial advisor, China Galaxy Securities, confirms that both the advisor and the listed company, Jiaozuo Wanfang Aluminum Industry Co., Ltd., have complied with the relevant regulations regarding the hiring of third parties in investment banking activities, as per the guidelines issued by the China Securities Regulatory Commission [1][2]. Group 1: Independent Financial Advisor's Verification - China Galaxy Securities has not engaged in any direct or indirect paid hiring of third parties in relation to this transaction [1][2]. - The listed company, Jiaozuo Wanfang, has only hired specific third-party institutions required by law for this transaction, including a foreign law firm and local consulting firms for support services [1][2]. Group 2: Compliance with Regulations - Both the independent financial advisor and the listed company have adhered to the guidelines set forth in the "Opinions on Strengthening the Risk Prevention of Integrity in the Hiring of Third Parties by Securities Companies in Investment Banking Activities" [2].