Jiangxi Tungsten exempt from Anyuan Coal tender offer after share transfer

Citic Securities, acting as financial advisor, issued its 2025 semi-annual continuous supervision opinion regarding Jiangxi Tungsten Industry Holdings Group Co., Ltd.'s exemption from making a tender offer for Anyuan Coal Industry Group Co., Ltd. This exemption follows the gratuitous transfer of 389,486,090 shares of Anyuan Coal, representing 39.34% of its total share capital, from Jiangxi Energy Group Co., Ltd. to Jiangxi Tungsten Industry Holdings. The transaction, completed on April 2, 2025, did not result in a change of Anyuan Coal's actual controller, who remains the Jiangxi Provincial State-owned Assets Supervision and Administration Commission.

The acquisition aligns with state-owned asset optimization strategies and is exempt from a tender offer under regulatory provisions, as it did not alter the company's ultimate control. Furthermore, Anyuan Coal is undertaking a significant asset swap, where it will exchange its coal-related assets and liabilities for a 57.00% stake in Ganzhou Jinhuan Magnetic Separation Technology & Equipment Co., Ltd. from Jiangxi Tungsten Industry Holdings Development Co., Ltd. This strategic move, announced on April 3, 2025, aims to transform Anyuan Coal's primary business.

Citic Securities confirmed that during the supervision period, Jiangxi Tungsten Industry Holdings and Anyuan Coal fulfilled their information disclosure obligations and adhered to governance regulations, including commitments on independence, competition, and related-party transactions. The asset swap and related transactions were concluded, with asset delivery and payment completed by August 16, 2025.