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]

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 response report from Mudanjiang Hengfeng Paper Co., Ltd. addresses the inquiries from the Shanghai Stock Exchange regarding the issuance of shares for asset acquisition and related transactions, detailing the purpose and management of the transaction, as well as the financial implications and operational integration plans. Group 1: Transaction Purpose and Management - The transaction aims to enhance operational efficiency by integrating the target company's production capabilities with Hengfeng Paper's existing operations, addressing capacity constraints and maximizing operational benefits [2][4]. - The management structure during the entrusted operation includes a joint management committee to oversee significant decisions, with profit-sharing based on the target company's audited net profit [2][4]. - The target company has a specialized production license for cigarette paper, which is expected to align with Hengfeng Paper's strategic goals in the tobacco industry [2][4]. Group 2: Financial Implications - The acquisition is projected to lead to a decrease in Hengfeng Paper's net profit and earnings per share due to increased depreciation and amortization from the target company's long-term assets [2][4]. - The financial data referenced in the report pertains to consolidated financial statements for the years 2022, 2023, and 2024, indicating a thorough financial analysis of the transaction's impact [1][2]. Group 3: Operational Integration Plans - Post-acquisition, Hengfeng Paper plans to integrate business operations, assets, and personnel with the target company to enhance overall efficiency and market competitiveness [2][4]. - The operational model will shift to a commissioned processing approach, where Hengfeng Paper will handle product development and sales, while the target company will focus on production management [6][7]. - The collaboration is expected to leverage the target company's geographical advantages for logistics and distribution, significantly reducing transportation costs for Hengfeng Paper's products [11][12]. Group 4: Industry Context - The special paper industry is experiencing steady growth, with global consumption projected to reach 29.5 million tons by 2028, indicating a favorable market environment for Hengfeng Paper's expansion [25][26]. - The tobacco industry is evolving towards higher-end and environmentally friendly products, creating opportunities for Hengfeng Paper to enhance its market share and product offerings [25][26]. - The competitive landscape is characterized by a concentration of market share among leading firms, necessitating strategic partnerships and regional expansions to meet growing demand [25][26].

Core Viewpoint - The document discusses the response of Zhongyin International Securities Co., Ltd. regarding the review inquiry letter from the Shanghai Stock Exchange concerning the asset acquisition and related party transaction application of Mudanjiang Hengfeng Paper Co., Ltd. The response includes detailed explanations about the transaction's purpose, operational management, and the implications for both companies involved. Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance operational efficiency by acquiring the target company, which has been struggling financially, and integrating its production capabilities with Hengfeng Paper's existing operations [1][2][3] - The target company has a production capacity of 270,000 tons per year and has been underutilized, which the acquisition aims to address by optimizing production distribution [1][2] - The collaboration is expected to align with international tobacco industry trends and increase market share in the international business sector [1][2][3] Group 2: Background and Reasons for the Trust Agreement - The target company has faced long-term operational difficulties, leading to its bankruptcy restructuring in 2012, and has since required external management expertise to improve its situation [4][5] - The partnership with Hengfeng Paper was chosen over other potential partners due to Hengfeng's strong market position and technical capabilities in the tobacco paper sector [5][6] - The trust agreement established a management framework where Hengfeng Paper would oversee the target company's operations, ensuring a structured approach to improving production and sales [6][7] Group 3: Financial and Operational Arrangements - The trust agreement stipulates that Hengfeng Paper will receive 30% of the target company's audited net profit after non-recurring losses as a management fee, incentivizing performance improvement [11][12] - The operational model includes a joint management committee to oversee significant decisions, ensuring that both companies maintain their operational independence while collaborating effectively [10][11] - The pricing model for products produced during the trust period is based on a cost-plus approach, which will transition to a more market-driven pricing strategy post-acquisition [12][14] Group 4: Future Expectations and Market Position - Post-acquisition, the target company is expected to enhance its product pricing power and operational independence, reflecting its strategic value to Hengfeng Paper [18][19] - The acquisition is anticipated to address capacity constraints faced by Hengfeng Paper, allowing for better alignment with market demands and improved profitability [19] - The overall market for specialty paper is expanding, and the acquisition positions Hengfeng Paper to capitalize on this growth by leveraging the target company's production capabilities and geographic advantages [19]

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].