HONTRON(SZ:002379) Xin Lang Cai Jing·2025-12-09 15:37Core Viewpoint - Hongchuang Holdings is set to undergo a significant restructuring by acquiring 100% of Shandong Hongtuo Industrial Co., Ltd. for a total consideration of 635.18 billion yuan, transforming from a single aluminum processing company into a comprehensive industry leader covering alumina, electrolytic aluminum, and deep processing of aluminum [1][6]. Group 1: Transaction Overview - The transaction is characterized as a "snake swallowing an elephant," where Hongchuang Holdings, with total assets of only 3.127 billion yuan, is acquiring Hongtuo Industrial, which has total assets of 105.043 billion yuan, over 33 times larger [2][7]. - The deal is structured as an internal asset integration within the "Weiqiao system," with both companies ultimately controlled by the Zhang Shiping family, thus not constituting a backdoor listing [2][3]. Group 2: Valuation Methodology - The valuation of Hongtuo Industrial was conducted using the asset-based approach, resulting in a total equity value of 635.18 billion yuan, reflecting a 48.62% increase over its book net assets [8]. - If a more common income approach were used, the valuation could reach 742.87 billion yuan, with a 73.81% increase, indicating a significant difference in valuation methods [8]. Group 3: Performance and Commitments - Hongtuo Industrial is projected to experience explosive growth in 2024, with net profits soaring from 6.747 billion yuan in 2023 to 18.144 billion yuan, a staggering increase of 168.91% [4][9]. - Notably, the transaction does not include performance compensation commitments, raising questions about the sustainability of the projected earnings, especially given the cyclical nature of alumina prices [9][10].