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宏创控股: 中联资产评估集团有限公司关于《山东宏创铝业控股股份有限公司关于关于山东宏创铝业控股股份有限公司发行股份购买资产申请的审核问询函(审核函〔2025〕130009号)之反馈意见回复》资产评估相关问题答复之核查意见
Zheng Quan Zhi Xing· 2025-07-21 13:21
Core Viewpoint - Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. is undergoing an asset evaluation process for a share issuance to acquire assets, with a focus on the asset-based and income approaches for valuation, resulting in a significant increase in asset value [1][2]. Asset Evaluation Summary - The asset-based approach and income approach were used for the evaluation, with the asset-based approach concluding a total equity value of 63.518 billion yuan, an increase of 20.778 billion yuan, representing a growth rate of 48.62% [1][2]. - The evaluation identified 43 subsidiaries, with 39 wholly-owned, 2 controlled, and 2 affiliated companies, and assessed their net asset values based on ownership percentages [1][3]. - The primary sources of asset value increase were identified as inventory, fixed assets, construction in progress, and land use rights, with specific reasons for inventory valuation increases linked to profit considerations in semi-finished products [1][7]. Financial Metrics - The price-to-earnings (P/E) ratio for the target assets was reported at 3.49 times, significantly lower than the industry average of 10.61 times and comparable transaction average of 18.35 times; the price-to-book (P/B) ratio was 1.49 times, which is comparable to the industry average of 1.52 times [2][3]. Evaluation Methodology - The evaluation of inventory was based on the replacement cost method, with specific methodologies applied to different asset categories, including fixed assets and land use rights [8][10]. - Fixed assets were evaluated using the replacement cost method, with increases attributed to the economic lifespan exceeding accounting depreciation periods and rising construction costs [10][14]. - Land use rights were evaluated using market comparison, benchmark land price adjustment, and cost approach methods, reflecting an increase in value due to improved investment environments and infrastructure development in the region [24][25]. Specific Asset Increases - The total net asset evaluation increase was reported at 20.778 billion yuan, with significant contributions from fixed assets, land use rights, inventory, and construction in progress, accounting for 95.36% of the total increase [8][9]. - Specific increases included: - Inventory: 800 million yuan increase, 2.30% growth rate - Fixed assets: 6.71 billion yuan increase, 26.16% growth rate - Equipment: 8.68 billion yuan increase, 59.23% growth rate - Land use rights: 3.63 billion yuan increase, 65.83% growth rate [9][10][23].
635亿元收购!002379 拟重大资产重组
Zhong Guo Zheng Quan Bao· 2025-05-22 15:04
Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtu Industrial Co., Ltd. from Shandong Weiqiao Aluminum & Electricity Co., Ltd. for a transaction price of 63.518 billion yuan, marking a significant asset restructuring that does not constitute a reverse listing [2][6]. Group 1: Transaction Details - The transaction price for acquiring Shandong Hongtu Industrial is set at 63.518 billion yuan [2]. - The total assets of the target company are projected to be approximately 1,050.43 billion yuan, while the listed company’s total assets are expected to be around 31.27 billion yuan, indicating a significant increase in asset scale [4]. - The transaction will involve issuing approximately 11.895 billion shares at a price of 5.34 yuan per share, resulting in a total share capital of about 13.031 billion shares post-transaction [9]. Group 2: Financial Impact - Post-transaction, total assets of Hongchuang Holdings will increase from 31.27 billion yuan to 1080.26 billion yuan, and net profit is expected to turn from a loss of 0.69 billion yuan to a profit of 18.082 billion yuan [9]. - The basic earnings per share will improve from -0.06 yuan to 1.39 yuan, reflecting a substantial enhancement in profitability [9]. - The target company, Hongtu Industrial, is projected to achieve an operating income of 149.289 billion yuan and a net profit of 18.182 billion yuan in 2024 [8]. Group 3: Strategic Implications - The acquisition will enable Hongchuang Holdings to transition from a single aluminum deep processing business to a comprehensive company integrating electrolytic aluminum, alumina, and aluminum deep processing, enhancing the overall competitiveness in the aluminum industry [6][10]. - The restructuring aims to eliminate related party transactions and industry competition with the controlling shareholder, thereby improving operational efficiency [10]. - The transaction is expected to elevate the company's status from a regional competitor to a global leader in the aluminum manufacturing sector [10].