国城矿业拟溢价156%收购关联资产 标的估值几年间翻倍但业绩却下滑

Core Viewpoint - Guocheng Mining plans to acquire 60% equity of Guocheng Industrial for 3.168 billion yuan, enhancing its product diversification and profitability despite concerns over aggressive valuation assumptions and financial stability [1][2][4]. Group 1: Acquisition Details - The acquisition involves cash payment through self-funds and bank loans, with Guocheng Industrial becoming a subsidiary post-transaction [1]. - The transaction price is set at 3.168 billion yuan, based on a valuation of 5.67 billion yuan for 100% equity of Guocheng Industrial, reflecting a 156.40% increase in valuation [2][3]. - Guocheng Mining will incur over 1.901 billion yuan in bank loans to finance the acquisition, raising its debt levels significantly [4][7]. Group 2: Financial Performance and Projections - Guocheng Industrial's net profit is projected to decline from 14.49 billion yuan in 2023 to 9.42 billion yuan in 2024, a decrease of nearly 35% [4]. - Post-acquisition, Guocheng Mining expects a revenue increase of 1.398 billion yuan and a net profit increase of 367 million yuan in 2026, with a total of 4.154 billion yuan in free cash flow over seven years [7]. Group 3: Risks and Concerns - The valuation is based on aggressive assumptions, including a projected production capacity increase from 500 million tons to 8 million tons per year, which has not yet been realized [2][3]. - Guocheng Industrial has faced safety and compliance issues, including a fatal accident and penalties for exceeding licensed mining capacity [6]. - The high proportion of related party sales raises concerns, with 95.29% of sales to the top five customers, including significant sales to subsidiaries of Guocheng Group [6].