320亿大动作！000612，出手

Core Viewpoint - The company Jiaozuo Wanfang is planning to acquire a 99.4375% stake in Sanmenxia Aluminum through a share issuance, with a transaction price of 31.949 billion yuan, marking a significant restructuring and listing effort [1][3][5]. Group 1: Transaction Details - The transaction involves the acquisition of 99.4375% of Sanmenxia Aluminum, down from an initial plan to acquire 100% [3][4]. - The share issuance price has been adjusted from 5.52 yuan to 5.39 yuan per share due to dividend distributions [3][4]. - The total number of shares to be issued is approximately 5.928 billion, representing 83.25% of the total share capital post-transaction [4]. Group 2: Financial Metrics - The transaction price of 31.949 billion yuan is significantly higher than Jiaozuo Wanfang's current market capitalization of 11 billion yuan [7]. - As of the end of 2024, Sanmenxia Aluminum's total assets are projected to be approximately 376.26 billion yuan, while Jiaozuo Wanfang's total assets are expected to be around 80.60 billion yuan, indicating a 466.85% increase in asset value post-acquisition [7]. - The net asset value of Sanmenxia Aluminum is estimated at 203.04 billion yuan, compared to Jiaozuo Wanfang's 62.35 billion yuan, reflecting a 512.44% increase in net asset value [7]. Group 3: Strategic Implications - The acquisition will allow Jiaozuo Wanfang to expand its business into the upstream aluminum industry, creating a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [5][6]. - The transaction is classified as a related party transaction, with the controlling shareholder shifting from Ningbo Zhongman to Jinjiang Group, while the actual controller remains the same [5][6]. Group 4: Background and Market Context - The orchestrator of this transaction is Zhejiang businessman Dou Zhenggang, who has been actively increasing his stake in Jiaozuo Wanfang [8][9]. - Dou Zhenggang previously attempted to list Sanmenxia Aluminum through a reverse merger with another company, which was unsuccessful [9].