Core Viewpoint - The company is planning a significant asset swap, issuance of shares, and cash payment to acquire assets, which includes a fundraising component, all of which are subject to shareholder approval and regulatory compliance [1][2][16]. Group 1: Board Meeting and Resolutions - The eighth board meeting was held on July 14, 2025, with all five directors present, and the meeting complied with relevant laws and regulations [1]. - The board unanimously approved the proposal for the major asset swap, share issuance, and cash payment for asset acquisition, which will be submitted for shareholder review [2][16]. Group 2: Details of the Transaction - The transaction consists of a major asset swap, issuance of shares, and cash payment for asset acquisition, which are interdependent and must all receive necessary approvals to be effective [2][3]. - The company plans to swap certain assets from its subsidiaries for a 91% stake in Lide Dongfang held by Jinpu Dongyu [4][5]. - The share issuance will involve raising funds from no more than 35 specific investors, with the total amount not exceeding 100% of the asset acquisition price [4][11]. Group 3: Financial Aspects - The issuance price for the shares is set at 1.91 yuan per share, which is not less than 80% of the market reference price [7][8]. - The total number of shares issued will not exceed 30% of the company's total share capital prior to the transaction [11][13]. Group 4: Regulatory Compliance - The transaction is expected to constitute a related party transaction and a major asset restructuring but will not result in a change of control [16][17]. - The company has ensured compliance with various regulations, including the need for asset evaluations and audits to determine fair pricing [18][19]. Group 5: Impact on Business Operations - Following the transaction, the company's main business will shift from titanium dioxide production to rubber products, marking a strategic exit from the titanium industry [20]. - The transaction is anticipated to enhance the company's operational capabilities and financial health, while maintaining independence from related parties [19][20]. Group 6: Shareholder and Investor Considerations - The company has implemented strict confidentiality measures regarding the transaction and has documented all relevant processes [26][27]. - The board has confirmed that all legal documents related to the transaction are accurate and complete, ensuring transparency for shareholders [29].

Core Viewpoint - Jinpu Titanium Industry (000545.SZ) announced a significant asset restructuring plan to acquire controlling stakes in Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd. (Lide Oriental) through asset swaps, share issuance, and cash payments, amid ongoing losses and debt issues faced by the company [2][5]. Group 1: Asset Acquisition Details - The acquisition involves Lide Oriental, which was previously a subsidiary of Jinpu Titanium and is now controlled by the actual controller's daughter, Guo Yantong, through a series of share transfers [2][6]. - Lide Oriental, established in 1949, is the only domestic enterprise specializing in high-speed rail rubber hoses and has reported sales exceeding 1 billion yuan last year [5][6]. - The transaction is expected to be disclosed by July 15, with the company aiming to revitalize its operations by integrating a quality asset [5][7]. Group 2: Historical Context and Financial Performance - Jinpu Titanium sold its stake in Jinpu Dongyu Investment Co., which held shares in Lide Oriental, due to poor asset profitability affecting the listed company [3][6]. - The company has faced financial pressure, reporting losses for three consecutive years due to weak demand in the titanium dioxide market and rising costs [7][8]. - The previous asset swap involved receiving shares in Shanghai Dongyi Hotel Management Co., which incurred a loss of 77.27 million yuan in 2024 [3][7]. Group 3: Risks and Concerns - The acquisition raises concerns about the financial stability of the controlling shareholder, Guo Jindong, whose debts may impact the transaction [8][9]. - There are potential regulatory risks if the acquisition is perceived as a means to transfer debt liabilities, especially if the funding for the acquisition is linked to Guo Jindong's financial obligations [9].