宝地矿业收购葱岭能源87%股份事项获财务顾问核查通过 资源储备提升21.75%

Core Viewpoint - The acquisition of 87% of Congling Energy by Baodi Mining is deemed necessary and commercially reasonable, with fair pricing and a signed impairment compensation agreement, despite no performance commitments being set [1][8]. Transaction Background and Key Details - Baodi Mining plans to acquire 87% of Congling Energy through a combination of issuing shares and cash, achieving full control post-transaction. Prior to this, Baodi Mining held a 13% stake in Congling Energy. The core asset, the mining rights of Ziluoyi North Iron Mine, is valued at 469 million yuan, with a total transaction price of 685 million yuan. This acquisition will increase Baodi Mining's iron ore reserves from 380 million tons to approximately 460 million tons, a 21.75% increase, and enhance iron concentrate production capacity by 23.53% to 1.3622 million tons per year [2]. Financing and Equity Pledge Review - The independent financial advisor confirmed that the 270 million yuan financing provided by Baodi Construction to Congling Energy aligns with industry practices. As of March 31, 2025, the actual financing balance is 131.5 million yuan, with interest calculated at the bank's prevailing loan rate. The total interest accrued from 2023 to 2024 is 5.1303 million yuan. Regarding equity pledges, 38% of Congling Energy's shares were initially pledged to Baodi Construction, later converted to a pledge of 46.4% of the shares held by the actual controller, which was fully released by September 2025, not affecting the control of the target company [3]. Control and Transaction Necessity Analysis - The financial advisor noted that although Baodi Mining had previously appointed directors to participate in operations, Congling Industrial controlled the board and key operational decisions. This transaction is independent of the prior stake acquisition, with distinct timelines, pricing bases, and decision-making processes. Baodi Mining's capacity utilization rates for 2023 and 2024 are projected at 104.93% and 115.33%, respectively, with a sales rate exceeding 86%. The acquisition is expected to alleviate capacity pressure and expand Baodi Mining's presence in southern Xinjiang, aligning with the anticipated demand growth from the steel industry upgrade and the new Tibet Railway construction [4]. Performance Commitment Arrangements and Share Lock-up - The transaction does not include performance commitments due to the nature of the counterparty being a non-listed related party and not involving a change in control, in accordance with regulations. To protect investor interests, a compensation agreement for asset impairment has been signed, allowing Congling Industrial to compensate using 20% of the shares obtained from the transaction in case of impairment. Additionally, Congling Industrial has committed to extending the lock-up period of 10% of the shares obtained from the transaction by 24 months, with a pledge ratio not exceeding 90% during the statutory lock-up period. This arrangement aims to balance transaction security and liquidity [5]. Integration Plan and Risk Considerations - Post-transaction, Baodi Mining will restructure the board of the target company, appointing an executive director and a financial manager to achieve integrated management. The core team of the target company will remain stable, with existing mining capacity plans unchanged at 3.2 million tons per year for open-pit mining and 2.95 million tons per year for underground mining. Despite strong business synergies, the financial advisor cautioned that differences in management styles and corporate cultures could pose integration risks, which have been adequately disclosed in the restructuring report [6]. Valuation Reasonableness and Comparison - The transaction employs an asset-based valuation method, showing a value increase rate of 159.36%, with a price-to-earnings ratio of 9.27 and a price-to-book ratio of 2.81, both lower than the average of comparable transactions (9.69 for P/E and 2.83 for P/B). Key valuation parameters include an average iron concentrate sales price of 739.45 yuan per ton over the past five years and a discount rate of 8.04%, all within reasonable ranges. The mining rights assessment utilizes a resource reserve of 82.6781 million tons, slightly above the 82.6661 million tons reported in 2024, with the difference attributed to accounting standards, confirming the overall fairness of the valuation [7].