煤炭业务相关资产及负债

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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: 董事会关于本次交易前12个月内购买、出售资产的说明
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Viewpoint - The company plans to exchange its coal-related assets and liabilities for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd., with cash adjustments for any price differences [1][2]. Group 1: Asset Transactions - The company will transfer all assets and liabilities of its wholly-owned subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shanzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a price of 197.2162 million yuan, based on an assessment as of May 31, 2024 [1]. - Jiangxi Energy Group will assume the company's debt of 429.2956 million yuan related to the Shanzhuang Coal Mine, and after the transfer, the company will no longer hold any assets or liabilities related to the mine [1]. - This transaction is classified as a related party transaction but does not constitute a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed with the Anyuan District government to sign a land acquisition and compensation agreement for a total area of 228.18 acres, with a total price of 35.5496 million yuan, including 32.0391 million yuan for land and 3.5105 million yuan for surface assets [2]. - This land acquisition does not qualify as a related party transaction or a major asset restructuring and does not require shareholder approval [2]. - There are no other significant asset purchases or sales by the company in the past 12 months that relate to this transaction [2].