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宏创控股: 山东宏创铝业控股股份有限公司发行股份购买资产暨关联交易报告书(草案)(摘要)(修订稿)

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 profitability, transforming it into a leading global aluminum manufacturer [13][14][17]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire assets from multiple parties, including Shandong Weiqiao Aluminum & Electricity Co., Ltd. and others, with a total transaction value of 6,351,793.54 million RMB [10][12]. - The target company, Shandong Hongtuo Industrial Co., Ltd., is a major player in the aluminum industry, specializing in the production and sales of electrolytic aluminum, alumina, and deep-processed aluminum products [13][14]. Group 2: Impact on Business Operations - Post-transaction, the company will transition from a single aluminum deep-processing business to a comprehensive operation covering the entire aluminum industry chain, which includes electrolytic aluminum and alumina production [13]. - The acquisition is expected to enhance the company's profitability and asset scale significantly, with total assets projected to reach approximately 10.8 billion RMB after the transaction [17]. Group 3: Financial Metrics - Key financial metrics before and after the transaction indicate a substantial increase in total assets from 312,712.93 million RMB to 10,802,625.86 million RMB, representing a growth rate of 3354.49% [17]. - The company's net profit is expected to rise dramatically from a loss of 6,898.18 million RMB to a profit of 1,808,205.55 million RMB, marking an increase of 1,815,103.73 million RMB [17]. Group 4: Shareholding Structure Changes - The controlling shareholder will change from Shandong Hongqiao to Weiqiao Aluminum post-transaction, while the actual controller remains unchanged [14]. - The shareholding structure will see Weiqiao Aluminum holding 86.98% of the company, significantly altering the distribution of ownership [14][15]. Group 5: Regulatory and Approval Process - The transaction is subject to various regulatory approvals and must complete all necessary decision-making processes before implementation [18]. - The company has committed to protecting the rights of minority investors throughout the transaction process, ensuring compliance with relevant regulations [19].