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) held by Jiangxi Jiangtong Holdings Development Co., Ltd. in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties involved [1]. Group 1 - The transaction is in compliance with the regulations outlined in the "Guidelines for the Supervision of Listed Companies No. 7" regarding major asset restructuring and abnormal trading [1]. - The board confirms that there are no parties involved in the transaction that are under investigation for insider trading related to this transaction, nor have they faced administrative penalties or criminal charges in the last 36 months [1]. - The relevant parties do not fall under the restrictions specified in the "Guidelines for the Supervision of Listed Companies No. 7" that would prevent them from participating in any major asset restructuring [1].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd.'s 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, ensuring compliance with relevant laws and regulations [2][3] - The company has submitted legal documents related to the transaction, which are declared to be legitimate and effective, with no false statements or significant omissions [3] Group 2 - Independent directors have approved the transaction, and relevant proposals have been submitted to the board for review [2] - The company has continuously disclosed the progress of the transaction through announcements on May 1 and May 31, 2025 [2] - The board believes that the legal procedures for the transaction are complete, legal, and effective, in accordance with the company's articles of association and applicable regulations [3]

Core Viewpoint - AnYuan Coal Industry Group Co., Ltd. plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for an equivalent portion of 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [1] Group 1 - The transaction will involve a cash adjustment for the price difference between the assets being exchanged [1] - CITIC Securities Co., Ltd. serves as the independent financial advisor for this transaction, conducting due diligence and providing independent verification [1] - The independent financial advisor confirms that there are no substantial discrepancies between their professional opinions and the documents disclosed by the company and the counterparty [1] Group 2 - The disclosure documents meet the required content and format standards [1] - The transaction plan complies with relevant laws, regulations, and guidelines from the China Securities Regulatory Commission and stock exchanges, ensuring the information disclosed is true, accurate, and complete [1] - The independent financial advisor has implemented strict confidentiality measures and internal controls to prevent insider trading and market manipulation [1]

Group 1 - The transaction involves the transfer of 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. (accounting for 57% equity) from Jiangxi Jiangtong Holdings Development Co., Ltd. to Anyuan Coal Industry Group Co., Ltd. [1][2] - The transaction is expected to enhance the completeness of the company's assets and will not affect its independence in terms of personnel, procurement, production, sales, and intellectual property [2] - The independent financial advisor believes the transaction complies with the relevant regulations of the "Guidelines for the Supervision of Listed Companies on Major Asset Restructuring" [2]

Company Overview - Anyuan Coal Industry Group Co., Ltd. was approved by the Jiangxi Provincial Government and officially listed on the Shanghai Stock Exchange on July 2, 2002, with stock code 600397 [1][2] - The company has a registered capital of RMB 989,959,882 and is primarily engaged in coal mining, sales of coal and products, material trade, and other related activities [2] Major Asset Restructuring - The company plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for an equivalent portion of shares in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., which Jiangtong holds 57% [2][3] - The transaction will involve a cash adjustment for the difference in the transaction prices of the assets being swapped, with the proposed price for the assets to be disposed of at RMB 369.77 million and the assets to be acquired at RMB 368.70 million, resulting in a cash payment of RMB 1.0724 million from Jiangtong to the company [6][7] Financial Reporting - The preparation of the pro forma consolidated financial statements is based on the relevant regulations of the China Securities Regulatory Commission regarding major asset restructuring [5] - The financial statements reflect the company's financial position as of December 31, 2024, and the operating results for the year, assuming the transaction was completed on January 1, 2024 [6][7] Accounting Policies - The company adopts specific accounting policies and estimates based on its operational characteristics, ensuring compliance with relevant accounting standards [8] - The financial statements are prepared using the RMB as the functional currency, and the company follows a 12-month operating cycle for liquidity classification [8][19] Financial Asset Management - Financial assets are classified based on the business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [22][23] - The company recognizes expected credit losses for financial assets measured at amortized cost and those measured at fair value, applying a general or simplified approach based on credit risk assessments [29][30]

Core Viewpoint - The transaction between Anyuan Coal Industry Group Co., Ltd. and Jiangxi Jiangtong Holdings Development Co., Ltd. is expected to enhance the company's earnings per share, rather than dilute it, following the asset swap [1][2]. Summary by Sections Transaction Overview - Anyuan Coal plans to swap its coal-related assets and liabilities for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties [1]. Impact on Earnings - Before the transaction, the company's basic earnings per share (EPS) for 2024 was -0.28 yuan/share. After the transaction, the projected EPS is expected to rise to 0.03 yuan/share, indicating an improvement rather than dilution [2]. Measures to Mitigate Dilution Risk - The company has proposed several measures to protect investor interests and enhance sustainable returns: - Strengthening operational management to improve ongoing business capabilities [3]. - Enhancing corporate governance to provide institutional support for development [3]. - Improving profit distribution policies to ensure stable returns for investors [3]. Commitments to Protect Shareholder Interests - The controlling shareholder, Jiangtong Holdings, has committed to maintaining the company's independence and not interfering in its management [4]. - Current directors and senior management have pledged to act in the best interests of the company and its shareholders, ensuring that their actions align with the company's performance and return measures [5]. Independent Financial Advisor's Opinion - The independent financial advisor has concluded that the transaction will not dilute the company's current earnings per share and aligns with regulatory guidelines aimed at protecting minority investors [5].

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd., representing a 57% stake [1] - The difference in transaction prices between the assets to be swapped will be compensated in cash by one party to the other [1] - CITIC Securities Co., Ltd. has been appointed as the independent financial advisor for this transaction and has conducted due diligence, providing independent verification of the transaction details [1] Group 2 - The independent financial advisor confirms that there are no substantial discrepancies between its professional opinions and the documents disclosed by the company and the counterparty [1] - The transaction plan complies with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring that the disclosed information is true, accurate, and complete [1] - Strict confidentiality measures and internal controls are in place to prevent insider trading, market manipulation, and securities fraud [1]