Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. for approximately 63.5 billion yuan, marking a significant strategic move to enhance its business portfolio in the aluminum industry [1][2]. Group 1: Acquisition Details - The acquisition will allow Hongchuang Holdings to transition from a single aluminum deep processing business to a comprehensive company covering the entire aluminum product industry chain, including electrolytic aluminum and alumina [2]. - Hongtuo Industrial is a leading global manufacturer of aluminum products and one of the largest electrolytic aluminum producers, with an annual production capacity of 6.459 million tons for electrolytic aluminum and 19 million tons for alumina [2]. - If the transaction is completed, Hongchuang Holdings expects significant growth in key financial metrics, with total assets and revenue exceeding 100 billion yuan, positioning the company among the world's largest aluminum producers [2]. Group 2: Financial Assessment - As of the end of last year, the book value of equity attributable to the parent company of Hongtuo Industrial was approximately 42.7 billion yuan, with an assessed value of shareholders' equity at about 63.5 billion yuan, reflecting an increase of approximately 20.8 billion yuan and a valuation increase rate of 48.62% [2]. Group 3: Ownership Structure - The actual controller of Hongtuo Industrial is the Zhang Bo family, with the controlling shareholder being Weiqiao Aluminum & Electricity Co., Ltd., a wholly-owned subsidiary of Hongchuang Holdings' parent company [3][5]. - The Zhang family, through their agreement, indirectly controls 22.98% of Hongchuang Holdings, maintaining significant influence over the company [6]. Group 4: Market Context - This acquisition is viewed as a return of a significant asset previously listed in Hong Kong back to the A-share market, with Hongtuo Industrial being a subsidiary of the Hong Kong-listed company China Hongqiao [7]. - The Hong Kong Stock Exchange has confirmed that this transaction does not constitute a spin-off under PN15 guidelines, thus avoiding related approval procedures [8].

Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtu Industrial Co., Ltd. from Shandong Weiqiao Aluminum & Electricity Co., Ltd. for a transaction price of 63.518 billion yuan, marking a significant asset restructuring that does not constitute a reverse listing [2][6]. Group 1: Transaction Details - The transaction price for acquiring Shandong Hongtu Industrial is set at 63.518 billion yuan [2]. - The total assets of the target company are projected to be approximately 1,050.43 billion yuan, while the listed company’s total assets are expected to be around 31.27 billion yuan, indicating a significant increase in asset scale [4]. - The transaction will involve issuing approximately 11.895 billion shares at a price of 5.34 yuan per share, resulting in a total share capital of about 13.031 billion shares post-transaction [9]. Group 2: Financial Impact - Post-transaction, total assets of Hongchuang Holdings will increase from 31.27 billion yuan to 1080.26 billion yuan, and net profit is expected to turn from a loss of 0.69 billion yuan to a profit of 18.082 billion yuan [9]. - The basic earnings per share will improve from -0.06 yuan to 1.39 yuan, reflecting a substantial enhancement in profitability [9]. - The target company, Hongtu Industrial, is projected to achieve an operating income of 149.289 billion yuan and a net profit of 18.182 billion yuan in 2024 [8]. Group 3: Strategic Implications - The acquisition will enable Hongchuang Holdings to transition from a single aluminum deep processing business to a comprehensive company integrating electrolytic aluminum, alumina, and aluminum deep processing, enhancing the overall competitiveness in the aluminum industry [6][10]. - The restructuring aims to eliminate related party transactions and industry competition with the controlling shareholder, thereby improving operational efficiency [10]. - The transaction is expected to elevate the company's status from a regional competitor to a global leader in the aluminum manufacturing sector [10].

Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, with a transaction value of 63.518 billion yuan, marking a significant asset restructuring and related party transaction [2][3][7]. Group 1: Transaction Details - The acquisition involves multiple parties, including Shandong Weiqiao Aluminum Electric Co., Jinan Jiahui Investment Partnership, and others [5]. - The transaction is expected to enhance the company's overall value and position in the global aluminum industry, transitioning from a regional competitor to a global leader [7][9]. Group 2: Business Transformation - Post-transaction, Hongchuang Holdings will shift from a single aluminum deep processing business to a comprehensive company covering electrolytic aluminum, alumina, and aluminum deep processing [7][11]. - The acquisition will significantly improve the company's asset quality, financial status, and profitability, with key financial metrics expected to show substantial growth [11][12]. Group 3: Financial Impact - Hongtuo Industrial, the target company, is a leading global aluminum product manufacturer with an annual production capacity of 6.459 million tons of electrolytic aluminum and 19 million tons of alumina [9]. - For the fiscal year 2024, Hongtuo Industrial is projected to achieve a revenue of 149.289 billion yuan and a net profit of 18.153 billion yuan [9][11]. - The transaction is anticipated to result in a dramatic increase in total assets, net assets, revenue, and net profit for Hongchuang Holdings, with total assets expected to exceed 100 billion yuan [12][13].

Core Viewpoint - The company plans to issue shares to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. from several investors, marking a significant asset restructuring that does not constitute a reverse listing [2][4]. Summary of Relevant Sections Transaction Overview - The transaction involves the issuance of shares at a price of 5.34 yuan per share, which is 80% of the average trading price over the last 120 trading days prior to the announcement [2]. - The transaction is classified as a related party transaction since Weiqiao Aluminum Electric, the target company, is a wholly-owned subsidiary of the company's controlling shareholder, Shandong Hongqiao New Materials Co., Ltd. [2]. Shareholder Equity Changes - Before the transaction, Shandong Hongqiao held 22.98% of the company's shares, which will decrease to 2.00% post-transaction, while Weiqiao Aluminum Electric will hold 86.98% of the shares, becoming the new controlling shareholder [3][4]. - The total share capital of the company will increase to 13,031,118,202 shares after the transaction [4]. Other Shareholders - The shareholding structure post-transaction will include several other investors, with their respective holdings detailed, such as: - Jiahuai Investment: 0.77% - Dongfang Asset Management: 0.72% - CITIC Financial Asset Management: 0.72% - Other shareholders will hold 6.72% [3][4]. Regulatory Compliance - The transaction is subject to multiple approval processes, including the company’s shareholders' meeting, Shenzhen Stock Exchange review, and registration approval from the China Securities Regulatory Commission [4].

Group 1 - The company plans to issue shares to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. from several entities, including Shandong Weiqiao Aluminum & Electricity Co., Ltd., which is a wholly-owned subsidiary of the company's controlling shareholder [1][2] - This transaction constitutes a major asset restructuring but does not qualify as a restructuring listing, and it is classified as a related party transaction [1] - The company has passed relevant proposals regarding the share issuance and asset purchase, with details to be disclosed in designated media [1] Group 2 - The transaction is subject to multiple approval processes, including approval from the company's shareholders' meeting, review by the Shenzhen Stock Exchange, and registration consent from the China Securities Regulatory Commission [2] - There is uncertainty regarding whether the transaction will be approved and the timeline for completing the related procedures [2] - The company will continue to advance related work and fulfill information disclosure obligations in accordance with relevant laws and regulations [2]

Core Viewpoint - The company, Shandong Hongchuang Aluminum Industry Holdings Co., Ltd., is planning to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, which will significantly enhance its operational scale and market position in the aluminum industry [12][15]. Group 1: Transaction Overview - The transaction involves the acquisition of Shandong Hongtuo Industrial Co., Ltd. by issuing shares to nine counterparties, including Shandong Weiqiao Aluminum & Electricity Co., Ltd. and others [10][12]. - The total transaction price for the 100% equity of Hongtuo Industrial is approximately 6,351,793.54 million RMB [10][11]. - The transaction is expected to transform the company from a single aluminum deep processing business to a comprehensive entity covering the entire aluminum industry chain, including electrolytic aluminum and alumina [12][15]. Group 2: Financial Impact - Post-transaction, the company's total assets and revenue are projected to exceed 1 trillion RMB, positioning it among the world's leading aluminum manufacturers [15]. - Key financial metrics will see substantial growth, with total assets increasing from 312,712.93 million RMB to 10,802,625.86 million RMB, representing a growth rate of 3354.49% [16]. - The company's net profit is expected to rise from a loss of 6,898.18 million RMB to a profit of 1,808,205.55 million RMB, marking a significant turnaround [16]. Group 3: Shareholding Structure - Before the transaction, Shandong Hongqiao was the controlling shareholder, holding 22.98% of shares. After the transaction, Weiqiao Aluminum will become the controlling shareholder with 86.98% [13]. - The shareholding structure will change significantly, with the total number of shares increasing from 113,637.38 million to 1,303,111.82 million [13]. Group 4: Regulatory and Approval Process - The transaction is subject to various regulatory approvals, including a resolution from the shareholders' meeting, which must be passed by more than two-thirds of non-related shareholders [17]. - The company has committed to strict compliance with disclosure obligations and fair pricing practices throughout the transaction process [17].

Core Viewpoint - The independent directors of Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. approved a proposal for a share issuance to purchase assets and conduct related party transactions, which complies with relevant laws and regulations [1][2][4]. Group 1: Transaction Details - The transaction involves a related party, Weiqiao Aluminum, which is a wholly-owned subsidiary of the company's controlling shareholder, Shandong Hongqiao New Materials Co., Ltd. [2] - The transaction constitutes a major asset restructuring as defined by the relevant regulations, but it will not result in a change of control for the company [2][3]. - The pricing of the transaction is based on an asset appraisal report from a qualified independent appraisal agency, ensuring fairness and legality [3]. Group 2: Compliance and Impact - The company has conducted necessary legal procedures and disclosures related to the transaction, adhering to all relevant laws and regulations [3][4]. - The company has analyzed the impact of the transaction on immediate returns and has proposed measures to mitigate any dilution effects, with commitments from relevant parties [3]. - The transaction is expected to enhance the quality of the company's assets and strengthen its operational capabilities without harming the interests of shareholders, particularly minority shareholders [4].

Core Viewpoint - The company plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, with the total transaction value estimated at approximately RMB 6,351,793.54 million [1][4][11]. Group 1: Board Meeting and Approval - The sixth board meeting of the company was held on May 22, 2025, with all seven directors present, and the proposal was approved with six votes in favor [1][2]. - The independent directors have reviewed and approved the proposal, which will be submitted to the shareholders' meeting for further approval [2][11]. Group 2: Transaction Details - The transaction involves acquiring 100% equity of Hongtuo Industrial from multiple parties, including Weiqiao Aluminum and several investment partnerships [2][3]. - The final transaction price is based on an asset evaluation report, which utilized both asset-based and income approaches [4][11]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of RMB 5.34 per share, which is 80% of the average trading price over the last 120 trading days prior to the pricing date [5][6]. - The total number of shares to be issued is approximately 11,894,744,449 shares, subject to adjustments based on any corporate actions prior to the issuance [6][7]. Group 4: Lock-up Period and Profit Arrangements - A lock-up period of 36 months is established for shares acquired by Weiqiao Aluminum, with potential extensions based on stock performance [7][8]. - Any profits or losses during the transition period will be allocated according to the ownership percentages of the parties involved [8][9]. Group 5: Legal and Regulatory Compliance - The company has confirmed compliance with relevant laws and regulations regarding the issuance of shares for asset acquisition [2][25]. - The independent financial and legal advisors have been appointed to ensure the transaction adheres to regulatory requirements [26][27]. Group 6: Future Shareholder Returns - The company has developed a shareholder return plan for the next three years (2025-2027) to enhance investor confidence and promote long-term investment [23][29].

山东宏创铝业控股股份有限公司董事会 关于本次交易履行法定程序的完备性、合规性 及提交的法律文件的有效性的说明 山东宏创铝业控股股份有限公司（以下简称"公司"或"宏创控股"）拟通过发 行股份的方式购买山东魏桥铝电有限公司、济南嘉汇投资合伙企业（有限合伙）、中 国东方资产管理股份有限公司、中国中信金融资产管理股份有限公司、天津聚信天 昂股权投资合伙企业（有限合伙）、宁波信铝企业管理合伙企业（有限合伙）、济南 宏泰投资合伙企业（有限合伙）、济南君岳投资合伙企业（有限合伙）、天铖锌铖一 期（温州）创业投资合伙企业（有限合伙）持有的山东宏拓实业有限公司 100%股权 （以下简称"本次交易"）。 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证 券法》（以下简称" 《证券法》"）、《深圳证券交易所股票上市规则》（以下简称"《股 票上市规则》"）、 《上市公司重大资产重组管理办法》 （以下简称"《重组管理办法》"）、 《上市公司监管指引第9号——上市公司筹划和实施重大资产重组的监管要求》（以 下简称" 《监管指引第9号》"）、《公开发行证券的公司信息披露内容与格式准则第26 号——上市公司重大资产 ...

每经记者｜范芊芊 每经编辑｜马子卿 并购重组 健康元：丽珠集团拟15.87亿元收购越南IMP公司64.81%股权 健康元公告称，控股子公司丽珠集团之全资附属公司LIAN SGP拟以57308亿越南盾（折合人民币约 15.87亿元）收购越南上市公司IMP（Imexpharm Corporation）64.81%股份。交易完成后，标的公司将成 为健康元合并报表范围内的附属公司。 宏创控股：公司拟购买山东宏拓实业100%股权 大千生态公告称，公司股东安徽新华发行（集团）控股有限公司计划通过集中竞价、大宗交易方式减持 公司股票不超过407.16万股，不超过公司总股本的3%；副总经理王正安计划通过集中竞价方式减持公 司股票不超过41.08万股，减持比例不超过公司总股本的0.3%。 商络电子：持股5%以上股东谢丽拟减持不超过350万股 商络电子公告称，公司持股5%以上股东谢丽计划在公告披露日起15个交易日后的3个月内，通过集中竞 价交易或大宗交易方式减持其持有的不超过350万股公司股份，占剔除回购专用账户股份后公司总股本 的0.51%。 风险事项 舒泰神：公司多个在研项目属于创新型生物制品，相关在研项目正在推进中 舒泰神 ...