Core Viewpoint - The document outlines the legal opinions regarding the major asset swap, issuance of shares, and cash payment for asset acquisition by Nanjing Chemical Fiber Co., Ltd, emphasizing the legal compliance and verification processes involved in the transaction [1][2]. Group 1: Asset Swap and Business Transition - The company plans to divest its original business assets and liabilities entirely and inject 100% of Nanjing Craft's shares, changing its main business focus to the research, production, and sales of rolling functional components [5][6]. - After the transaction, Nanjing Craft will become a wholly-owned subsidiary of the company, with its original management team remaining in place [5][6]. - The rolling functional components industry is highly competitive, with high-end markets dominated by European and Japanese manufacturers, while Nanjing Craft holds a significant position in the mid-range market [5][6]. Group 2: Debt Transfer and Compliance - As of December 31, 2024, the company has a total debt of 198.67 million yuan owed to its only financial creditor, Zijin Trust, which has provided consent for the transaction [12][13]. - A total of 20.76 million yuan in other debts requires creditor consent, with 96.23% of these debts already having received approval [14][16]. - The company has made arrangements to actively communicate with creditors regarding the transfer of debts that have not yet received consent, ensuring that these do not adversely affect the transaction [16][18]. Group 3: Guarantees and Legal Obligations - The company is currently providing guarantees for its subsidiaries, with specific details on the amounts and terms outlined in the documentation [20][21]. - The company has received consent from relevant banks to proceed with the transaction, ensuring that the guarantees can be transferred appropriately [22][24]. - The company has committed to resolving any outstanding guarantees before the completion of the asset swap, ensuring compliance with legal obligations [25][24]. Group 4: Asset Transfer Procedures - The asset transfer process involves several steps, including notification of asset transfer, delivery of assets, and signing of confirmation documents [26][27]. - The company has confirmed that there are no substantial legal obstacles to the transfer of major assets, including equity and real estate [28][29]. - The company is required to assist in the completion of necessary registrations and transfers related to the asset swap within a specified timeframe [27][29].

Core Viewpoint - Nanjing Chemical Fiber announced a major asset restructuring plan, intending to acquire 100% equity of Nanjing Process Equipment Manufacturing Co., Ltd. through asset swaps, share issuance, and cash payments, with a total transaction value of approximately 1.607 billion yuan [1][3]. Group 1: Transaction Overview - The transaction involves three main components: significant asset swaps, issuance of shares, and cash payments for asset purchases, along with fundraising [4][5]. - Nanjing Chemical Fiber plans to swap all its assets and liabilities with an equivalent portion of the 52.98% shares held by New Industry Group in Nanjing Process [5][6]. - The company aims to issue shares to New Industry Group and 13 other entities to acquire the remaining 47.02% shares of Nanjing Process [5][6]. Group 2: Financial Details - The asset swap is valued at approximately 729.27 million yuan, while the assets to be acquired are valued at about 1.6067 billion yuan, resulting in a difference of 877 million yuan to be settled through share issuance and cash [4][5]. - Nanjing Chemical Fiber plans to raise up to 500 million yuan from no more than 35 specific investors, with New Industry Group committing to subscribe at least 10 million yuan [5][6]. Group 3: Business Transformation - Prior to the transaction, Nanjing Chemical Fiber's main business included the production and sale of viscose staple fiber and other products. Post-restructuring, the company will shift its focus to the research, development, production, and sales of rolling functional components [5][12]. - The restructuring is seen as a necessary step for the company to address its ongoing losses and to transition towards a more sustainable and high-end production model [12][13]. Group 4: Financial Performance - Nanjing Chemical Fiber has faced continuous operational challenges, with projected net losses of 177 million yuan, 185 million yuan, and 449 million yuan from 2022 to 2024, totaling over 800 million yuan in losses [7][8]. - The company reported a significant decline in revenue and net profit in the first quarter of 2025, with revenue down 31.24% year-on-year [9][10]. Group 5: Market Context - The viscose staple fiber market remains dominant, accounting for 96.17% of the market share in 2024, with a total production of 4.29 million tons [10]. - The industry is undergoing a transformation towards greener and more sustainable practices, driven by government policies and market demands [12].

Core Viewpoint - Nanjing Chemical Fiber plans to acquire 100% of Nanjing Process Equipment Manufacturing Co., Ltd. through asset swaps, share issuance, and cash payments, aiming to transform its business focus from loss-making operations to the profitable rolling functional components sector [1][4][6] Group 1: Company Performance - Nanjing Chemical Fiber has faced continuous losses, with a total net loss of approximately 1.662 billion from 2018 to 2024, reflecting a decline in its main business due to economic slowdown and increased competition [2][3] - The company's Q1 2025 report showed a revenue of 73.13 million, down 31.24% year-on-year, and a net loss of 53.24 million, a 63.26% decline compared to the previous year [2] - Previous acquisitions, such as the 51.91% stake in Shanghai Yueke, resulted in significant losses, leading to a full impairment of goodwill amounting to 249 million in 2021 [2][3] Group 2: Acquisition Details - The acquisition plan includes an asset swap of all assets and liabilities of Nanjing Chemical Fiber with an equivalent portion of the 52.98% stake in Nanjing Process held by New Work Group, alongside issuing shares to acquire the remaining 47.02% [1][5] - Nanjing Process, established in 1952, specializes in rolling functional components and has shown stable revenue and profit growth, with projected revenues from 2025 to 2029 ranging from 475 million to 526 million and net profits from 53.23 million to 59.23 million [5][6] Group 3: Industry Outlook - The rolling functional components industry is crucial for various high-end manufacturing sectors, including CNC machine tools and semiconductor equipment, aligning with national innovation strategies and policies [6] - The restructuring aims to divest from the loss-making business and inject profitable assets into the company, establishing a solid foundation for future growth and maximizing shareholder value [6]