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安源煤业: 董事会关于本次交易采取的保密措施及保密制度的说明
Zheng Quan Zhi Xing· 2025-06-27 16:48
Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for an equivalent portion of 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [1] - The difference in transaction prices between the assets to be exchanged will be compensated in cash by one party to the other [1] - The board has implemented strict confidentiality measures regarding the transaction, limiting information access to a small group of core management personnel [1][2] Group 2 - The company has established a record of insider information knowledge and created a memorandum of significant events, reporting relevant materials to the Shanghai Stock Exchange [1] - The board confirms that no insider trading occurred, and all involved parties adhered to confidentiality obligations without disclosing sensitive information to unrelated third parties [2]
安源煤业: 安源煤业关于重大资产重组的一般风险提示公告
Zheng Quan Zhi Xing· 2025-06-27 16:48
Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board has approved the proposal regarding the major asset swap and related transactions, with further details published in designated information disclosure media [1] - The company has established strict insider information management systems to control the range of informed personnel during negotiations, but risks of insider trading and stock price volatility still exist, which may lead to the suspension or termination of the transaction [1] Group 2 - The transaction is subject to formal approval from the state-owned assets regulatory authority, approval from the company's shareholders meeting, and other necessary approvals or authorizations, which introduces uncertainty regarding the timing and likelihood of these approvals [2] - The designated information disclosure media for the company includes China Securities Journal, Shanghai Securities Journal, Securities Daily, Securities Times, and the Shanghai Stock Exchange website [2]
安源煤业: 董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性以及评估定价的公允性的说明
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for an equivalent portion of shares (85.5 million shares, representing 57% ownership) from Jiangxi Jiangtong Holdings Development Co., Ltd. [1] Group 1: Independence of Assessment Institutions - The assessment institutions hired by the company, Shenzhen Pengxin Asset Appraisal and Northern Asia Asset Appraisal, meet the legal requirements for providing securities services and have no conflicts of interest with the transaction parties [1][2] - The assessment institutions and their evaluators maintain objectivity and independence in their evaluations [1] Group 2: Reasonableness of Assessment Assumptions - The assumptions made in the asset assessment report comply with national laws and market practices, reflecting the actual situation of the assessed assets [1] Group 3: Relevance of Assessment Methods to Objectives - The purpose of the asset assessment is to determine the market value of the target assets as of the assessment date, providing a reasonable pricing reference for the transaction [1] - The assessment methods used include the asset-based approach for the assets being divested and both asset-based and income approaches for the assets being acquired, with the income approach being selected as the conclusion for the latter [1] Group 4: Fairness of Assessment Pricing - The assessment followed necessary procedures and principles of independence, objectivity, and fairness, resulting in an assessment that accurately reflects the actual situation of the assessed assets [2] - The board believes that the selected assessment institutions are independent, the assumptions are reasonable, the methods are relevant to the objectives, and the results are fair [2]
安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司内幕信息知情人登记制度的制定和执行情况的核查意见
Zheng Quan Zhi Xing· 2025-06-27 16:47
Group 1 - The company plans to exchange its coal-related assets and liabilities for 8.55 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be compensated by one party to the other [1][2] - The company has established an insider information registrant management system in accordance with the Securities Law of the People's Republic of China and relevant regulations [1] - The company has registered the insiders involved in the transaction and reported the list to the Shanghai Stock Exchange in a timely manner [1][2] Group 2 - The company has created a memorandum documenting the transaction's progress, including stages, timelines, participating institutions, and personnel, which has been filed with the Shanghai Stock Exchange [2] - The independent financial advisor has verified that the company's insider information management system complies with relevant laws and regulations [2]
安源煤业集团股份有限公司关于筹划重大资产置换暨关联交易的进展公告
Shang Hai Zheng Quan Bao· 2025-05-05 19:45
Overview of the Transaction - AnYuan Coal Industry Group Co., Ltd. is planning a major asset swap and related transactions with its controlling shareholder Jiangxi Tungsten Industry Holding Group Co., Ltd. [3] - The proposed transaction involves the exchange of 57% equity in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Tungsten with coal-related assets and liabilities held by AnYuan [3] - The difference in transaction prices will be compensated in cash or other forms, and this transaction is classified as a related party transaction [3] Progress of the Transaction - On April 21, 2025, the company held board and supervisory meetings to approve the integration of its coal business through its wholly-owned subsidiary Jiangxi Coal Industry Group Co., Ltd. [4] - The company has signed restructuring service agreements with several intermediary institutions to conduct audits, evaluations, and due diligence on the transaction [4] - As of the announcement date, the specific assets and transaction prices have not been finalized, and no agreements have been signed yet [4]