宏创控股拟635亿元关联收购宏拓实业 标的增值率49%

Core Viewpoint - The transaction involves Hongchuang Holdings acquiring 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, which will enhance the company's position in the aluminum industry and transform it into a comprehensive player across the entire aluminum production chain [1][9]. Transaction Details - The transaction price for the acquisition is set at 6,351,793.54 million yuan, based on the valuation of the target company's total equity as of December 31, 2024 [2][3]. - The share issuance price is determined at 5.34 yuan per share, with a total of 1,189,474.44 million shares to be issued to various stakeholders [1][2]. - The transaction constitutes a related party transaction, as one of the sellers, Weiqiao Aluminum, is a wholly-owned subsidiary of the controlling shareholder, Shandong Hongqiao [4][5]. Financial Performance - Hongchuang Holdings has reported continuous losses over the past two years, with a net loss of 558.99 million yuan in Q1 2025, compared to a loss of 215.32 million yuan in the same period last year [10][11]. - The company's revenue for Q1 2025 was 771 million yuan, reflecting a 4.83% decrease year-on-year [11][12]. Target Company Overview - Shandong Hongtuo Industrial Co., Ltd. is a leading aluminum product manufacturer, with an annual production capacity of 6.459 million tons of electrolytic aluminum and 19 million tons of alumina [9]. - The acquisition will allow Hongchuang Holdings to transition from a single aluminum deep processing business to a fully integrated company covering electrolytic aluminum, alumina, and deep processing [9]. Shareholding Structure Post-Transaction - After the transaction, Weiqiao Aluminum will hold 86.98% of Hongchuang Holdings, while Shandong Hongqiao's stake will reduce to 2.00% [8]. - The overall shareholding structure will shift significantly, with the new distribution enhancing the control of Weiqiao Aluminum [8]. Future Outlook - The transaction is expected to significantly enhance the profitability and asset scale of Hongchuang Holdings, positioning it as a global leader in the aluminum industry [9]. - The integration of operations is anticipated to eliminate related party transactions and competition within the industry, thereby increasing overall corporate value [9].