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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重大资产置换暨关联交易实施情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-08-15 16:36
Summary of Key Points Core Viewpoint - The independent financial advisor, CITIC Securities, has issued a verification opinion regarding the major asset swap and related transactions of Anyuan Coal Industry Group Co., Ltd, confirming that the transaction has been executed in compliance with relevant laws and regulations [1][18]. Group 1: Transaction Overview - The transaction involves Anyuan Coal swapping its existing coal-related assets and liabilities, excluding certain retained assets, with Jiangxi Jiangtong Holding Development Co., Ltd for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd [5][12]. - The estimated value of the assets being swapped has been assessed, with the net asset value of the assets to be disposed of being RMB 369.77 million and the value of the assets to be acquired being RMB 368.69 million, resulting in a cash difference of RMB 1.07 million to be paid by Jiangtong [6][13]. Group 2: Asset Valuation and Pricing - The valuation of the assets to be acquired was conducted using both income and asset-based approaches, with the income approach being selected as the final valuation method, resulting in a total equity value of Ganzhou Jinhui of RMB 368.69 million [5][6]. - The assets to be disposed of were evaluated using the asset-based method, confirming a net asset value of RMB 369.77 million, which was agreed upon by both parties as reasonable [6]. Group 3: Implementation Status - As of the date of the verification opinion, the necessary decision-making and approval processes for the transaction have been completed, including approval from the board of directors [12][18]. - The transfer of the 8.55 million shares of Ganzhou Jinhui to Anyuan Coal and the transfer of 100% equity of Jiangxi Coal to Jiangtong have been successfully completed [12][13]. Group 4: Financial and Legal Compliance - The transaction has been executed in accordance with the relevant legal frameworks, including the Company Law and Securities Law, and there are no significant discrepancies between the implementation status and previously disclosed information [12][18]. - There have been no instances of the company's funds or assets being misappropriated by actual controllers or related parties during the transaction process, and all guarantees provided for the disposed assets have been released [16][18].