Core Viewpoint - The company, Anyuan Coal Industry Group Co., Ltd., is undergoing a significant asset swap and related party transaction, which involves exchanging its coal-related assets for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Co., Ltd. This transaction aims to transform the company's core business from coal mining to magnetic selection equipment manufacturing, enhancing its asset quality and profitability [1][10][11]. Group 1: Transaction Overview - The transaction involves the swap of all remaining assets and liabilities of the company, excluding retained assets and liabilities, for an equivalent value of the 57% stake in Jinhui Magnetic Selection [8][10]. - The transaction price for the assets being swapped is approximately 36,869.86 million yuan for the incoming assets and 36,977.10 million yuan for the outgoing assets [8][10]. - The transaction is classified as a major asset restructuring and constitutes a related party transaction [8][10]. Group 2: Financial Impact - Before the transaction, the company's total assets were approximately 581,201.75 million yuan, with total liabilities of 580,556.04 million yuan. Post-transaction, total assets are expected to decrease to about 87,133.38 million yuan, and total liabilities to approximately 48,521.21 million yuan [11][12]. - The company's net profit is projected to improve from a loss of 12,075.35 million yuan before the transaction to a profit of 497.20 million yuan afterward [11][12]. - Key financial ratios such as the asset-liability ratio will significantly decrease from 99.89% to 55.69%, indicating improved financial health [12]. Group 3: Business Transformation - The company's core business will shift from coal mining to the research, production, and sales of magnetic selection equipment, which is expected to align with market demands in the mining and environmental sectors [10][11]. - The magnetic selection equipment industry is experiencing growth due to increasing global demand for mineral resources and environmental regulations [10][11]. Group 4: Governance and Compliance - The transaction has undergone necessary decision-making and approval processes, including approval from the board of directors [13]. - The company has committed to ensuring fair pricing and compliance with relevant regulations throughout the transaction process [15][16]. - Independent financial and legal advisors have been engaged to ensure the transaction's fairness and transparency [15][19].

Core Viewpoint - The report outlines the independent financial advisory services provided by CITIC Securities for the major asset swap and related transactions involving Anyuan Coal Industry Group Co., Ltd, emphasizing the transaction's potential to enhance the company's asset quality and financial stability [1][11]. Group 1: Transaction Overview - The transaction involves the swap of all remaining assets and liabilities of Anyuan Coal, excluding retained assets, for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Co., Ltd [9][10]. - The estimated value of the assets to be swapped is approximately 36,869.86 million yuan for the assets being disposed of and 36,977.10 million yuan for the assets being acquired [9][21]. - The transaction is structured as an asset swap, with cash adjustments for any valuation differences [9][10]. Group 2: Financial Impact - The transaction is expected to significantly improve the company's financial metrics, including a reduction in the asset-liability ratio from 99.89% to 55.69% post-transaction [10]. - The projected net profit for the company is expected to turn positive, with basic earnings per share improving from -0.28 yuan to 0.03 yuan after the transaction [10][15]. - The transaction aims to enhance the company's operational capabilities and market position in the mining equipment sector, particularly in magnetic separation technology [10][11]. Group 3: Regulatory Compliance - CITIC Securities has confirmed compliance with relevant regulations and has conducted thorough due diligence to ensure the accuracy of the transaction's disclosures [3][4]. - The transaction requires approval from the company's board and relevant regulatory bodies, with a commitment to transparency and adherence to legal requirements throughout the process [12][19]. - The independent financial advisor has committed to maintaining confidentiality and avoiding conflicts of interest during the advisory process [4][19]. Group 4: Stakeholder Commitments - The controlling shareholder, Jiang Tung Holdings, has expressed support for the transaction, highlighting its potential to improve the company's asset quality and financial health [11][12]. - There are commitments from the company's management to protect the interests of minority shareholders and ensure fair pricing in the transaction [11][12]. - The company has established measures to enhance governance and operational efficiency post-transaction, aiming to provide stable returns to investors [16][17].

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]

Group 1 - The core viewpoint is that the coal industry in Datong, Shanxi Province is transitioning from a labor-intensive model to a technology-driven approach, focusing on green and intelligent mining practices [1] - The company Tonghua Mining Machinery Manufacturing Co., Ltd. is a significant player in the coal equipment manufacturing sector, recognized for its advanced manufacturing capabilities and innovation, and has been designated as a "specialized, refined, distinctive, and innovative" small giant enterprise [1] - The company faced financial constraints due to increasing raw material demands as it expanded, which limited its growth [1] Group 2 - Postal Savings Bank of Datong proactively addressed the financial challenges faced by Tonghua Mining by providing a tailored financial service plan and issuing a credit loan of 24 million yuan to support its development [2] - The financial support from Postal Savings Bank has been crucial for Tonghua Mining, enabling it to secure raw materials and significantly increase sales revenue and order quantities [2] - The relationship between Tonghua Mining and Postal Savings Bank dates back to 2013, with the bank consistently adapting its financial services to meet the evolving needs of the company [2] Group 3 - Postal Savings Bank aims to enhance financial supply to support the integration of advanced technologies in coal mining, contributing to safe, green, and efficient extraction processes, thereby aiding national energy security and regional transformation [3]

Group 1: Company Innovations - Wuhan Tianming Intelligent Equipment Co., Ltd. has developed an automatic cutting bed that utilizes a vacuum suction platform and a nano-sensing knife head, marking a significant advancement in the textile industry [1] - Hubei Huawu Heavy Industry Group has introduced a smart debris removal robot for underground transportation belts, enhancing operational efficiency and reducing labor costs in mining [2] - Hubei Hongrun High-tech New Materials Co., Ltd. is leading a project on high-performance sodium-ion battery cathode materials, benefiting from financial support under the "racehorse system" technology projects [7] Group 2: Industry Trends - The city of Ezhou has seen a 28% increase in technology contract transaction volume and a 19.2% rise in high-tech industry added value in the first quarter of this year, indicating a strong trend towards digital transformation [1] - Ezhou's metallurgical industry, led by Baowu Group Ezhou Steel Co., Ltd., has over 20 enterprises with an annual R&D investment exceeding 1 billion yuan, contributing to a total industry output value of over 40 billion yuan [3] - The establishment of 164 technology innovation platforms in Ezhou reflects a systematic approach to promoting technological innovation across various sectors [5] Group 3: Collaborative Efforts - Ezhou has established multiple joint innovation centers with universities, enhancing the collaboration between academia and industry to drive technological advancements [3][5] - The Hubei Science and Technology Innovation Supply Chain Platform has facilitated the connection between enterprises and research institutions, leading to the development of advanced agricultural machinery [4] - The Ezhou Industrial Technology Research Institute has incubated 79 enterprises and introduced 75 research projects, showcasing the effectiveness of collaborative innovation efforts [5] Group 4: Policy Support - Ezhou's government has implemented policies to encourage R&D investment, providing financial support and guidance to local enterprises, particularly startups [6] - The National Development Bank has issued 105 million yuan in special loans to support innovation projects in local companies, demonstrating strong financial backing for technological development [6] - Ezhou's measures to incentivize technological innovation have resulted in a 18.3% year-on-year increase in high-tech industry added value, reaching 25.565 billion yuan [7]

Group 1 - The company has been deeply engaged in the mining machinery manufacturing industry for 20 years, focusing on key mineral processing stages, and successfully listed on the Shenzhen Stock Exchange's Growth Enterprise Market in 2020 [1] - The company produces three main categories of products: mineral processing equipment, spare parts, and mining pipelines, while also providing mineral processing system solutions and services [1] - The global mineral processing equipment market is expected to continue expanding due to the upward cycle of the mining industry, with a projected copper exploration budget of $3.2 billion in 2024, which is $1.5 billion lower than the previous peak [1] Group 2 - The company is at the forefront of technology in rubber wear parts and slurry pumps, with innovations in composite lining materials and structures, and plans to complete a technology upgrade project by December 2025 [2] - The company’s self-developed large slurry pumps can compete with similar products from European and American companies, and the ceramic slurry pump has entered the market promotion stage [2] Group 3 - The company is steadily advancing its global strategy, with subsidiaries increasing stakes in foreign companies and expanding operations in South America, including a factory in Zambia and a factory in Chile to meet growing orders [3] - The establishment of overseas bases will allow Chinese mining companies to procure locally, and the company plans to set up supporting after-sales services in these regions [3] Group 4 - The company is expected to benefit from the rising mining cycle and strong expansion intentions from downstream mining enterprises, with projected revenues of 1.314 billion, 1.602 billion, and 1.854 billion yuan for 2025, 2026, and 2027 respectively, showing year-on-year growth rates of 17.1%, 21.9%, and 15.8% [4] - The net profit attributable to the parent company is expected to be 148 million, 198 million, and 248 million yuan for the same years, with growth rates of 26.8%, 33.9%, and 25.4% respectively [4]

南昌矿机集团股份有限公司 Nanchang Mineral Systems Co., Ltd. （江西省南昌市湾里区红湾大道 300 号） 首次公开发行股票并在主板上市 招股说明书 保荐人（主承销商） （深圳市罗湖区红岭中路1012号国信证券大厦16－26层） 南昌矿机集团股份有限公司 招股说明书 发行人声明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对注册 申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行 人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之 相反的声明均属虚假不实陈述。 根据《证券法》的规定，股票依法发行后，发行人经营与收益的变化，由发 行人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 1-1-1 南昌矿机集团股份有限公司 招股说明书 | 发行股票类型 | 人民币普通股（A 股） | | | | | --- | --- | --- | --- | --- | | 发行股数 | 本次公开发行新股 公司总股本的 | | | 万股，发行数量为发行 ...

南昌矿机集团股份有限公司 Nanchang Mineral Systems Co., Ltd. （江西省南昌市湾里区红湾大道 300 号） 首次公开发行股票并在主板上市 招股意向书 保荐人（主承销商） （深圳市罗湖区红岭中路1012号国信证券大厦16－26层） 南昌矿机集团股份有限公司 招股意向书 发行人声明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对注册 申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行 人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之 相反的声明均属虚假不实陈述。 根据《证券法》的规定，股票依法发行后，发行人经营与收益的变化，由发 行人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 1-1-1 南昌矿机集团股份有限公司 招股意向书 | 发行股票类型 | 人民币普通股（A 股） | | | | | --- | --- | --- | --- | --- | | 发行股数 | 本次公开发行新股 5,100.00 公司总股本的 | | | 万 ...

南昌矿机集团股份有限公司 Nanchang Mineral Systems Co., Ltd. （江西省南昌市湾里区红湾大道 300 号） 首次公开发行股票并在主板上市 招股说明书 （上会稿） 保荐人（主承销商） （深圳市罗湖区红岭中路1012号国信证券大厦16－26层） -4- 南昌矿机集团股份有限公司 招股说明书（上会稿） 发行人声明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对注册 申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行 人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之 相反的声明均属虚假不实陈述。 根据《证券法》的规定，股票依法发行后，发行人经营与收益的变化，由发 行人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 1-1-1 南昌矿机集团股份有限公司 招股说明书（上会稿） | 发行股票类型 | 股） 人民币普通股（A | | --- | --- | | 发行股数 | 本次公司拟发行新股不超过 5,100.00 万股，发行数量 不低于发行后 ...