安宁股份65亿现金收购矿产 18倍溢价标的长期停产停工

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of Jingzhi Mineral through a cash payment of 650,768.80 million yuan, participating in the substantial merger and reorganization of Jingzhi Mineral and its associated enterprises [1][5] Group 1: Transaction Details - The transaction involves a staged cash payment of 650,768.80 million yuan for the acquisition of Jingzhi Mineral, which will become a wholly-owned subsidiary of Anning Co., Ltd. [1] - The court approved the substantial merger and reorganization of Jingzhi Mineral and its associated companies on May 26, 2023, and appointed a management team to oversee the process [1] - The management team will sign the reorganization investment agreement and manage the distribution of funds to creditors or investors based on the reorganization plan [1] Group 2: Financial Status of Target Company - The target company has been in a state of suspension since 2015, resulting in no operating revenue and significant losses [2] - Most of the target company's receivables and other assets have been fully impaired or written off [2] Group 3: Valuation and Financial Impact - The valuation report indicates that the estimated value of Jingzhi Mineral's equity after reorganization is 688,762.28 million yuan, representing an increase of 653,111.13 million yuan in the consolidated financial statements, with a value increase rate of 1,831.95% [5] - The transaction price was determined based on previous bidding results and the synergistic effects between Anning Co., Ltd. and the target company [5] Group 4: Company Financial Data - As of March 31, 2025, Anning Co., Ltd. reported total assets of 1,095,723.90 million yuan and total liabilities of 253,031.11 million yuan, resulting in total equity of 842,692.79 million yuan [6] - The company’s net profit for the first quarter of 2025 was 23,032.30 million yuan, with a total profit of 28,723.03 million yuan [7] Group 5: Shareholder Information - The actual controller of Anning Co., Ltd., Luo Yangyong, holds 28.81% of the company's shares directly and controls a total of 64.83% of the shares through indirect means [5] - The transaction does not involve any changes in share issuance or control of the company [5]