内蒙华电53亿元收购控股股东资产 被质疑高价收购低价增发|并购谈

Core Viewpoint - Inner Mongolia Huadian's acquisition is under scrutiny due to a significant price reduction from 5.717 billion to 5.336 billion yuan, raising concerns about the valuation of the acquired assets and the implications of related party transactions [1][2]. Group 1: Acquisition Details - The acquisition involves related party transactions, with the controlling shareholder of the target assets being the same as Inner Mongolia Huadian's controlling shareholder, Northern United Power Company [2]. - Following the acquisition, Northern United Power Company's shareholding in Inner Mongolia Huadian will increase from 53.23% to 58.18%, enhancing its control [2]. - The valuation of the target companies shows a substantial increase, with Zhenglanqi Wind Power at a 106.18% appraisal increase and Beifang Duolun at 78.74% [2]. Group 2: Share Issuance and Pricing - The share issuance price is set at 3.46 yuan per share, which is 80% of the average trading price over the last 60 trading days prior to the pricing date [3]. - As of December 10, the company's stock closed at 4.67 yuan per share, with a year-to-date low of 3.51 yuan [3]. - There are concerns from small and medium investors regarding the low-priced issuance and high-priced acquisition, although the pricing is deemed legal and compliant [3]. Group 3: Performance Commitments - Northern United Power Company has committed that the cumulative net profit of the two target companies will not be less than 2.683 billion yuan from 2025 to 2027 if the transaction is completed by 2025 [4]. - The performance commitments appear to be lower than historical performance, with Zhenglanqi Wind Power's 2024 net profit at 649 million yuan, while the average annual commitment for 2025-2027 is around 600 million yuan [5]. - Beifang Duolun's 2024 net profit is projected at 344 million yuan, with a commitment of approximately 285 million yuan per year during the commitment period, indicating a cautious outlook on future operational conditions [5].