“蛇吞象”并购背后：国城矿业31亿收购大股东资产，自有资金不足交易对价一半！

Core Viewpoint - Guocheng Mining (000688) announced a significant asset acquisition plan to purchase 60% equity of Inner Mongolia Guocheng Industrial Co., Ltd. from its controlling shareholder for a cash consideration of 3.168 billion yuan, which will make Guocheng Industrial a subsidiary of the listed company [1] Transaction Structure - The funding for the acquisition will come from "own funds and bank merger loans," with a loan agreement signed with Harbin Bank Chengdu Branch for 1.9008 billion yuan, covering 60% of the transaction price and having a term of 84 months [2] - The acquisition is expected to create synergies, as Guocheng Mining's current products include zinc, lead, and copper concentrates, and the acquisition will add molybdenum concentrate to its product portfolio [2] - Financial improvements are projected post-acquisition, with revenue expected to increase from 1.918 billion yuan in 2024 to 4.103 billion yuan, and a turnaround from a net loss of 113 million yuan to a profit of 329 million yuan [2] Resource Reserves - Guocheng Industrial, established in 2005, has a registered capital of 1.05 billion yuan and focuses on non-ferrous metal mining, with its main asset being the Dazujiji Molybdenum Mine in Inner Mongolia [4] - The Dazujiji Molybdenum Mine has verified reserves of 124 million tons of ore and 144,800 tons of molybdenum metal, with an average grade of 0.117% [4] - Guocheng Industrial is in the process of expanding its production capacity from 5 million tons per year to 8 million tons per year [4] - The financial performance of Guocheng Industrial is strong, with projected revenues of 2.185 billion yuan and net profits of 942 million yuan for 2024, contrasting with Guocheng Mining's declining profits [4] Performance Commitment - To protect the interests of the listed company, the seller, Guocheng Group, and its actual controller, Wu Cheng, have made clear performance commitments for the acquired assets, promising a cumulative net profit of no less than 1.725 billion yuan from 2025 to 2027 if the transaction is completed in 2025 [5] - If the transaction is completed in 2026, the cumulative net profit commitment will increase to no less than 2.368 billion yuan from 2025 to 2028 [6]