Core Viewpoint - Hengfeng Paper's stock price has shown significant growth this year, with a year-to-date increase of 33.42%, despite a slight decline in the last five trading days [2]. Group 1: Stock Performance - As of September 4, Hengfeng Paper's stock price rose by 2.04% to 10.02 CNY per share, with a trading volume of 70.27 million CNY and a turnover rate of 2.38%, resulting in a total market capitalization of 2.993 billion CNY [1]. - The stock has experienced a 0.79% decline over the last five trading days, a 9.87% increase over the last 20 days, and a 25.56% increase over the last 60 days [2]. Group 2: Financial Performance - For the first half of 2025, Hengfeng Paper reported a revenue of 1.353 billion CNY, representing a year-on-year growth of 12.78%, and a net profit attributable to shareholders of 94.94 million CNY, which is a 69.06% increase compared to the previous year [2]. Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders for Hengfeng Paper was 16,600, a decrease of 4.78% from the previous period, with an average of 17,980 circulating shares per shareholder, an increase of 5.02% [2]. - The company has distributed a total of 680 million CNY in dividends since its A-share listing, with 115 million CNY distributed over the last three years [3]. Group 4: Institutional Holdings - As of June 30, 2025, among the top ten circulating shareholders, CITIC Prudential Multi-Strategy Mixed Fund (LOF) A is the fifth largest shareholder with 3.2173 million shares, marking its entry as a new shareholder [4].

Core Viewpoint - Hengfeng Paper Industry's acquisition of Jinfeng Paper Industry is a strategic move to address capacity saturation, expand into the southwestern market, and accelerate internationalization efforts [1] Group 1: Capacity Saturation and Expansion - Hengfeng Paper Industry specializes in the production and sales of specialty paper and pulp, holding a significant market share of approximately 38% in the domestic tobacco industrial paper market and 18.6% in the global cigarette paper market as of 2023 [2] - The company faces capacity bottlenecks due to high operational loads on its production lines, with existing facilities reaching peak utilization rates and no new capacity being built [2][3] - The southwestern market is crucial for Hengfeng, as high transportation costs from other regions are squeezing profit margins, necessitating an acquisition to enhance capacity and market presence [3] Group 2: Strategic Importance of Jinfeng Paper - Jinfeng Paper, established in 1990, is a major player in the cigarette paper market with a historical market share of 25% for A1 grade cigarette paper, providing significant brand value and production capabilities [4] - The acquisition will allow Hengfeng to leverage Jinfeng's strategic location in Chengdu, reducing transportation costs from an average of 1000-1100 RMB/ton to approximately 100-200 RMB/ton, thus enhancing competitiveness [5] - Jinfeng's production capacity exceeds 50,000 tons per year, making it a valuable asset for Hengfeng to overcome its capacity constraints and optimize regional operations [6] Group 3: Future Growth and Integration - The merger is expected to create a "Northeast-Southwest" dual-base structure, enhancing overall competitiveness and risk resilience through deep integration of products, markets, and capacities [8] - The collaboration will enable Hengfeng to focus on product development and sales while Jinfeng specializes in production, creating a synergistic effect that enhances production capabilities for both traditional and new products [7][8] - The acquisition aligns with national policies encouraging mergers and resource optimization, positioning Hengfeng to expand its international market share, particularly in Europe and Southeast Asia [8]

Core Viewpoint - The acquisition of 100% equity in Sichuan Jinfeng Paper Industry by Hengfeng Paper Industry is seen as a crucial step to strengthen industry chain integration and accelerate the implementation of internationalization strategies [2][3]. Group 1: Acquisition Details - Hengfeng Paper Industry has announced plans to acquire Sichuan Jinfeng Paper Industry, which has a strong presence in the cigarette paper sector and holds a rare tobacco production license [2]. - The acquisition aims to address Hengfeng's capacity constraints and enhance its production capabilities, as existing facilities lack expansion space [2][5]. - The deal is expected to help Hengfeng Paper Industry overcome production bottlenecks and achieve significant scale growth [2][5]. Group 2: Industry Context - The acquisition aligns with national policies promoting mergers and acquisitions in the paper industry, particularly through structural reforms to eliminate outdated capacity [3][4]. - The "14th Five-Year Plan" for the paper industry emphasizes optimizing enterprise structures and encouraging mergers to enhance operational management [2][3]. Group 3: Strategic Benefits - The merger is anticipated to create synergies through resource complementarity, with Hengfeng's strong R&D capabilities and brand influence combined with Jinfeng's production capacity and geographic advantages [4][5]. - The strategic layout of having "one south and one north" production base will reduce transportation costs and enhance supply chain resilience, catering to regional production needs in the tobacco industry [6]. - The acquisition is expected to provide Hengfeng with a competitive edge in expanding into international markets, particularly in Europe and emerging markets [6]. Group 4: Financial Performance - Hengfeng Paper Industry reported a revenue of 1.353 billion yuan for the first half of 2025, a year-on-year increase of 12.78%, with net profit reaching 94.937 million yuan, up 69.06% [6]. - The company's performance is attributed to ongoing improvements in management efficiency, supply chain optimization, and cost control measures [6].

Summary of Key Points Core Viewpoint The company, Mudanjiang Hengfeng Paper Co., Ltd., is planning to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, which is expected to enhance its competitive strength and operational capabilities in the paper industry. Group 1: Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Jinfeng Paper, with a transaction price of 268.0562 million yuan [10][11]. - Jinfeng Paper specializes in the production and sales of high-grade cigarette paper and related products, which aligns with Hengfeng's core business [15][16]. - The acquisition is expected to create synergies in technology, product offerings, and market reach, enhancing the overall operational efficiency of Hengfeng [16][20]. Group 2: Financial Impact - The total assets of Hengfeng are projected to increase from 347,261.82 million yuan to 391,872.96 million yuan post-transaction, reflecting a 12.85% increase [17]. - The company's liabilities are expected to rise from 82,291.47 million yuan to 100,926.75 million yuan, indicating a 22.65% increase [17]. - The net profit attributable to shareholders is anticipated to decrease from 11,581.97 million yuan to 9,205.61 million yuan, primarily due to increased depreciation and amortization from the fair value assessment of acquired assets [19][20]. Group 3: Shareholding Structure - Post-transaction, Hengfeng's shareholding structure will change, with Hengfeng Group's stake decreasing from 29.93% to 27.00%, while the newly acquired entities will hold 9.81% of the shares [16][20]. - The transaction will not alter the actual control of the company, as Hengfeng Group remains the controlling shareholder [14][20]. Group 4: Regulatory Compliance - The transaction requires approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [14]. - Hengfeng has committed to strict compliance with disclosure obligations and has engaged qualified intermediaries to ensure the fairness and legality of the transaction [22][23]. Group 5: Investor Protection Measures - The company will implement measures to protect the rights of investors, particularly minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust corporate governance structure [22][23]. - A lock-up period for shares acquired through this transaction has been established to safeguard investor interests [22].

Core Viewpoint - The company, Mudanjiang Hengfeng Paper Co., Ltd., is planning to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, with a transaction price of 268.0562 million yuan, aiming to enhance its market position and operational efficiency in the paper industry [11][17]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 100% equity of Jinfeng Paper, which specializes in high-grade cigarette paper and related products [11][17]. - The transaction price is set at 26,805.62 million yuan, reflecting the strategic intent to consolidate operations within the industry [11][12]. - The acquisition is expected to strengthen the company's production capacity and market reach, particularly in the southwestern region of China [17][19]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase from 347,261.82 million yuan to 391,872.96 million yuan, representing a 12.85% growth [18]. - The company's liabilities are expected to rise from 82,291.47 million yuan to 100,926.75 million yuan, indicating a 22.65% increase [18]. - The net profit attributable to shareholders is anticipated to decline from 11,581.97 million yuan to 9,205.61 million yuan, primarily due to increased depreciation and amortization from asset revaluation [19]. Group 3: Strategic Rationale - The acquisition is aimed at achieving operational synergies, enhancing technical capabilities, and improving customer service levels [17][19]. - The transaction will allow the company to leverage Jinfeng Paper's resources and market position, thereby optimizing its product structure and regional distribution [17][19]. - The integration is expected to bolster the company's competitive edge and resilience against operational risks in the paper industry [17][19].

Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance the operational efficiency of the listed company by acquiring Sichuan Jinfeng Paper Co., Ltd., which will become a wholly-owned subsidiary, allowing for better resource allocation and maximization of operational benefits [2][12] - The listed company plans to integrate business, assets, finance, personnel, and institutions with the target company post-acquisition to improve overall performance [2][12] - The acquisition is expected to help the listed company align with international tobacco development trends and increase its market share in international business [2][12] Group 2: Financial Impact and Profitability - The acquisition will lead to a decrease in the listed company's net profit and earnings per share due to significant depreciation and amortization of the target company's long-term assets [2][12] - The projected net profit for the listed company is expected to decline from 136.16 million yuan to 92.06 million yuan post-transaction, with earnings per share dropping from 0.46 yuan to 0.28 yuan [11][12] - The long-term asset appreciation and subsequent depreciation will impact the listed company's financial performance, but the effects are expected to diminish by 2026 as the target company improves its profitability [12][23] Group 3: Market Position and Competitive Advantage - The target company holds a special production license for cigarette paper, which is crucial for the listed company's product offerings and market positioning [2][12] - The acquisition will allow the listed company to enhance its production capacity and address existing capacity constraints, with a current utilization rate of 95.12% [15][16] - The geographical advantage of the target company, located in Chengdu, will reduce operational costs and improve logistics efficiency for the listed company, particularly for international markets [16][12] Group 4: Corporate Governance and Investor Protection - The listed company has established a robust corporate governance structure and will continue to enhance it post-acquisition to protect investor interests [19][20] - Measures will be implemented to ensure fair pricing and transparency in the transaction, including hiring independent financial and legal advisors [17][20] - The company has committed to strict information disclosure obligations and will provide updates on the transaction's progress to safeguard investor rights [17][20]

Core Viewpoint - The document discusses the review and response to the inquiry regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Industry Co., Ltd, focusing on the historical evolution of the target company and the implications of its financial restructuring [1][2]. Historical Evolution of the Target Company - The target company underwent bankruptcy restructuring in 2012, involving the merger of Jin Feng Paper and its subsidiaries, with new shareholders introduced during the restructuring [1]. - The restructuring plan was completed in 2016, but some overdue bank loans were not claimed during the process [1]. - In 2024, Jin Feng Paper acquired 100% equity of Henghua Thermal Power through a share transfer and subsequently merged with its subsidiaries [1][2]. - The company also underwent a spin-off, transferring unrelated assets and historical losses to Shengyuan Paper [1][2]. Financial Data and Debt Management - The overdue bank loans are still within the statute of limitations, and creditors retain the right to claim under the restructuring plan [2]. - The financial data before and after the mergers and spin-offs, including the allocation of assets and liabilities, is crucial for understanding the company's financial health [2][3]. Debt-to-Equity Swap - The debt-to-equity swap by Zhujing Paper was necessary due to Jin Feng Paper's negative net assets and inability to repay debts [5]. - The swap is expected to enhance Jin Feng Paper's business prospects, with the company showing signs of recovery post-restructuring [5][6]. Valuation and Assessment - The asset valuation was conducted using the asset-based approach, resulting in a significant increase in asset value, particularly in fixed assets and land use rights [9][12]. - The assessment indicated a net asset increase of 19,603.72 million yuan, with a valuation increase rate of 272.20% [9][12]. - The valuation process considered various factors, including construction costs, market conditions, and the economic lifespan of the assets [12][19]. Legal and Compliance Considerations - The document emphasizes the need for independent financial advisors, lawyers, and accountants to verify the compliance and accuracy of the financial assessments and restructuring processes [3][9]. - The legal implications of the debt allocation during the spin-off and the potential risks associated with pre-spin-off debts are highlighted [4][5].

Core Viewpoint - The report outlines the independent financial advisory opinion regarding Mudanjiang Hengfeng Paper Co., Ltd.'s issuance of shares to acquire assets and related transactions, emphasizing the legality, compliance, and fairness of the transaction for all shareholders [1][2][3]. Summary by Sections Independent Financial Advisor Declaration - The independent financial advisor, Zhongyin International Securities Co., Ltd., confirms no conflict of interest with the transaction parties and asserts the independence of its opinions [1][2]. - The advisor has conducted due diligence and is responsible for the accuracy and completeness of the report [2][3]. Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. for a total price of 268.0562 million yuan [8][10]. - Jinfeng Paper specializes in high-grade cigarette paper and related products, aligning with Hengfeng Paper's core business [12][13]. Financial Impact - The transaction is expected to enhance Hengfeng Paper's production capacity and market presence, particularly in the southwestern region of China, which is crucial for tobacco production [16][17]. - Post-transaction, the total assets of Hengfeng Paper are projected to increase by 12.85%, and total liabilities by 22.65%, indicating a significant impact on the company's financial structure [14][15]. Shareholding Structure - After the transaction, the shareholding structure will change, with Jinfeng Paper and its controlling party holding 9.81% of Hengfeng Paper's shares, while Hengfeng Group's shareholding will decrease from 29.93% to 27.00% [13][17]. Compliance and Approval - The transaction requires approval from relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission, before implementation [11][12]. - The company has adhered to all necessary disclosure obligations and has engaged qualified intermediaries to ensure fairness in the transaction [19][20]. Investor Protection Measures - Hengfeng Paper will implement measures to protect the rights of minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust governance structure [19][21]. - The company plans to enhance its profit distribution policy to ensure reasonable returns for investors [21][22].

Core Viewpoint - The legal opinion regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Co., Ltd. emphasizes the compliance with national industrial policies and legal regulations, as well as the operational independence of the target company during the management period [1][2][3]. Group 1: Management and Control - During the management period, the target company's shareholders' meetings and board operations were conducted independently, with the management committee not able to exercise the rights of the shareholders' meeting or board [6][9][11]. - The target company is controlled by Zhujiang Paper Industry and its actual controller Zhang Hua, with the listing company not holding any equity in the target company [11][12]. - The management committee, established under the entrusted management agreement, is a temporary internal body and cannot replace the board's authority [10][13]. Group 2: Regulatory Compliance - The target company has obtained a tobacco monopoly production enterprise license, with the latest renewal valid until May 2029, confirming its legal and effective status [15][21]. - The target company's main business activities align with national industrial policies, as it produces cigarette paper and other specialty papers, which are not classified as restricted or eliminated industries [21][22]. - The transaction complies with environmental protection laws, land management regulations, and antitrust laws, with no violations reported during the operational period [22][23]. Group 3: Financial and Operational Aspects - The target company has a history of financial difficulties, including overdue bank loans, but the restructuring plan allows for potential recovery and compliance with creditor claims [24][26]. - The transaction is expected to enhance the listing company's operational efficiency and market share in the international tobacco industry, addressing production capacity constraints [3][5]. - The listing company plans to integrate business, assets, and personnel post-transaction to maximize operational benefits [3][4].

Group 1 - Hengfeng Paper Industry's stock price dropped by 5.05% to 9.59 CNY per share, with a trading volume of 105 million CNY and a turnover rate of 3.59%, resulting in a total market capitalization of 2.865 billion CNY [1] - The company, established on March 6, 1994, and listed on April 19, 2001, specializes in the production and sale of specialty papers, including cigarette paper, filter rod paper, and aluminum foil lining paper [1] - The revenue composition of Hengfeng Paper Industry includes 65.48% from tobacco industrial paper, 15.50% from other paper types, 11.75% from mechanical gloss paper, 6.08% from thin printing paper, and 1.19% from other sources [1] Group 2 - CITIC Prudential Fund's multi-strategy mixed fund (LOF) A (165531) entered the top ten circulating shareholders of Hengfeng Paper Industry in the second quarter, holding 3.2173 million shares, which is 1.08% of the circulating shares [2] - The fund has a current scale of 1.245 billion CNY and has achieved a return of 37.35% this year, ranking 1437 out of 8189 in its category; over the past year, it has returned 74.93%, ranking 1063 out of 7969 [2] - The fund manager, Jiang Feng, has a tenure of 5 years and 139 days, with a total asset scale of 5.782 billion CNY, achieving a best return of 112.1% during his tenure [2]