Hainan Mining Finalizes Restructuring Plan to Acquire Fluorite Leader for 1.454 Billion Yuan

On the evening of May 10, 2026, Hainan Mining (601969) officially released the draft restructuring report. Following the disclosure of the restructuring plan on February 9 this year, the transaction has achieved substantive progress. The company finalized the acquisition of 69.9% equity of Luoyang Fengrui Fluorine Industry via a combination of issuing shares and paying cash, with a total transaction consideration of 1.454 billion yuan. Simultaneously, a supporting fundraising plan was launched, intending to issue shares privately to no more than 35 specific investors, with a total fundraising cap of 826 million yuan. The raised funds will be used to pay the cash consideration for this acquisition, supplement the working capital of the target company, and cover intermediary and procedure fees related to the restructuring.

Upon the completion of this restructuring, Hainan Mining will hold a total of 85.69% equity in Fengrui Fluorine Industry, successfully entering fluorite, a core upstream sector of the fluorine chemical industry. As a rare listed company in the A-share market that simultaneously lays out metal minerals and energy industries, this acquisition marks another important move by the company in the field of strategic resources, further broadening its industrial chain map.

As the core target of this acquisition, Fengrui Fluorine Industry ranks firmly in the first tier of the domestic fluorite industry, with resource endowments building a solid competitive barrier. As of the end of 2025, the company holds 8 mining rights, with 13.5 million tons of retained ore resources and 6.35 million tons of mineral resources, making it a rare large-scale single-type fluorite mining area in China. The average grade of raw ore in the mining area is as high as 47.07%, and the total resource reserves rank fourth in the country, possessing industry-leading advantages in both reserve scale and ore grade.

At the business level, Fengrui Fluorine Industry has formed a complete industrial chain from fluorite mining and beneficiation to deep processing. Its main products cover core categories such as acid-grade fluorite concentrate, high-grade fluorite lump ore, and anhydrous hydrogen fluoride. The downstream is widely adapted to hot fields such as refrigerants, new energy materials, and electronic-grade fine chemicals, with cooperative customers being leading fluorine chemical enterprises in the industry. In terms of financial performance, the target company demonstrates outstanding profit stability. In 2025, it achieved an operating revenue of 682 million yuan, a net profit of 166 million yuan after deducting non-recurring gains and losses, and a gross profit margin climbing to 48.72%, highlighting the quality and capability of its profitability.

In terms of valuation, this transaction uses December 31, 2025, as the assessment base date and adopts the asset-based method for valuation. The assessed value of 100% equity of Fengrui Fluorine Industry is 2.088 billion yuan, with a final agreed price of 2.08 billion yuan. Compared with valuations of similar comparable companies in the industry, this is more pragmatic and offers good investment value for money.

It is worth noting that this acquisition is Hainan Mining's first use of share issuance as the primary payment method since its listing, changing the past mode of pure cash acquisitions and demonstrating an upgrade and breakthrough in the company's capital operation capabilities. The pricing for this share issuance is 8.60 yuan per share, with a volume of approximately 118 million shares, corresponding to a share consideration of 1.018 billion yuan, accounting for 70% of the total transaction consideration. This fully reflects that all parties to the transaction are optimistic about the long-term development prospects of Hainan Mining.

To safeguard the rights and interests of the listed company and minority shareholders, this transaction sets up a multi-layer risk protection mechanism. On one hand, a double constraint of performance commitment plus end-of-period impairment compensation is finalized. The transaction parties promise that the net profit attributable to shareholders of Fengrui Fluorine Industry from 2026 to 2028 will not be less than 158 million yuan, 222 million yuan, and 220 million yuan respectively. If the performance targets are not met, compensation obligations will be fulfilled in the form of shares. On the other hand, after the expiration of the performance commitment period, if the situation of asset impairment occurs in the target assets, the transaction counterparty also needs to bear the liability for impairment compensation. Meanwhile, the shares of the listed company granted to the transaction counterparty through this transaction have a minimum lock-up period of 12 months and will be unlocked in batches annually based on performance completion status, deeply binding the long-term interests of all parties and building a solid bottom line for the operating safety of the listed company.

This acquisition aligns with Hainan Mining's core development strategy of focusing on strategic resources. After the completion of the transaction, on the basis of the existing layout of metal minerals such as iron ore and lithium ore, as well as energy minerals such as oil and natural gas, the company will add the key non-metal mineral sector of fluorite, constructing a resource industry matrix featuring multi-mineral synergy, resistance to cyclical fluctuations, and high industry barriers, thereby further enhancing resource security capabilities and overall profitability resilience.

Currently, the downstream of the fluorine chemical industry maintains a high level of prosperity, and the supply and demand pattern of the domestic fluorite market remains tight, offering broad space for the industry's long-term development. Subsequently, Hainan Mining will deeply integrate Fengrui Fluorine Industry from multiple dimensions such as operation management, financial support, and technical empowerment, exporting mature systems in mine operation, safety and environmental protection, and cost control. This will help the target company advance capacity expansion and exploration for resource addition projects, extend towards the high value-added fluorine chemical industry chain, and continuously release asset value.

In the future, Hainan Mining will continue to anchor on the main line of strategic resources, adhere to the dual-wheel drive development path of "industrial operation + industrial investment," continuously strengthen the capability to control core resources, consolidate the foundation for cross-cycle profitability, and steadily move towards the goal of building a resource industry group with international influence.