On December 13, Foda held a media briefing on major asset restructuring. The company said that through this restructuring, listed companies will be transformed into a domestic comprehensive aluminum group with core competitive advantages to further improve the quality of development.
On October 15, Foda announced that it intends to buy its 100% stake in Sanmenxia Aluminum from Jinjiang Group and others. After the completion of the transaction, the company's controlling shareholder will be changed to Jinjiang Group, and the main business will change accordingly.
The room for growth of the original business is limited.
The restructuring plan issued by Foda Alloy shows that the restructuring consists of four parts: major asset exchange, issuance of shares to purchase assets, share transfer and raising supporting funds.
Specifically, Foda plans to take all the assets and liabilities as of the evaluation base date as purchased assets and replace them with the equivalent part of all the shares of Sanmenxia Aluminum held by Jinjiang Group as of the evaluation base date, and the preliminary agreed price of the acquired assets is about 850 million yuan.
At the same time, Fuda plans to buy its 100% stake in Sanmenxia Aluminum by issuing shares from Jinjiang Group and Zhengcai Holdings, with a transaction price of no more than 15.2 billion yuan. Wang Dawu, the real controller of the listed company, and Wang Zhongnan, his concerted actor, intend to transfer their 7.2497 million shares and 406600 conditional shares of the listed company, totaling 7.6563 million shares, to Jinjiang Group or its designated main body, with a total transfer price of 190 million yuan.
In addition, the listed company also plans to raise supporting funds through a non-public offering of shares by way of inquiry, with a total amount of no more than 3 billion yuan, which is intended to be used for the construction of projects under construction and supplementary liquidity of the underlying company.
After the completion of this transaction, Wang Dawu's direct shareholding dropped to 2.17%, with a total of 2.38%. Jinjiang Group will hold a total of 67.19% of the shares of the listed company and will become the controlling shareholder of the listed company. Lu Zhenggang, founder of Hangzhou Jinjiang Group, has just become the actual controller of the listed company. Listed companies will hold a 100% stake in Sanmenxia Aluminum, and Sanmenxia Aluminum will also be backdoor to achieve a "curvilinear listing".
At the presentation, Wang Dawu, chairman and general manager of Fuda Alloy, said that in recent years, the traditional manufacturing industry is facing the pressure of transformation and upgrading to a technology-intensive and high value-added manufacturing mode. due to the small market space, weak upstream and downstream integration capabilities and other factors, the company's original electrical contact materials business growth space is limited, the future profit growth is not strong, and the certainty of new business profits is weak. From 2018 to 2020, the net profit growth rate of the company deducting non-return is-10.58%, 16.52% and-32.23% respectively, and the gross profit margin is also declining year by year, so listed companies urgently need to find ways to transform and develop.
Expand the market of high value-added products
"with its strong scale advantage, production technology level, green company and industrial chain integration ability, Sanmenxia Aluminum is expected to further consolidate its industry position and continuously increase its market share, bringing more performance for listed companies." Wang Dawu said that through this restructuring, the company will be transformed into a domestic comprehensive aluminum group with core competitive advantages.
According to Zhang Jianyang, chairman of Sanmenxia Aluminum, Sanmenxia Aluminum was founded in 2003, mainly engaged in the production and sales of alumina, aluminum hydroxide, caustic soda, metal gallium and other products. It is a domestic private enterprise using domestic bauxite to produce alumina. In 2020, Sanmenxia Aluminum achieved an operating income of 20.424 billion yuan and a net profit of 1.052 billion yuan; in the first half of this year, it achieved an operating income of 9.614 billion yuan and a net profit of 1.36 billion yuan, showing a substantial increase in performance.
In terms of production scale and market share, Sanmenxia Aluminum is a domestic private enterprise that successfully uses domestic bauxite to produce alumina, presiding over the construction of the first single-line annual production line of 800000 tons, 1 million tons and 1.2 million tons of alumina in China, breaking through many technical and technological difficulties, such as comprehensive Filter, centralized control of the whole plant, intelligent manufacturing, comprehensive utilization of waste heat recovery, and so on. The process layout and process flow of alumina enterprises are optimized. In terms of production capacity, Sanmenxia Aluminium has an alumina production capacity of 7.88 million tons, ranking fourth in the country and seventh in the world; in terms of market share, Sanmenxia Aluminium currently ranks in the forefront of the domestic market in terms of tradable alumina. It is one of the three major spot suppliers of alumina in China, and occupies an important position in the territory of China's aluminum industry.
With regard to the reorganized development plan, Liu Jiangang, general manager of Sanmenxia Aluminum Industry, said in an interview with reporters that after Sanmenxia Aluminum Industry is reorganized and listed, with the help of the capital market, it will further consolidate and develop its traditional advantages in the field of alumina business, layout of upstream and downstream industrial chains, reduce operating costs, promote industrial upgrading and intelligent manufacturing transformation, and focus on expanding high value-added product markets. Enhance the core competitiveness of enterprises and realize the maximization of the interests of shareholders of listed companies.
Liu Jiangang said that Sanmenxia Aluminum has been committed to building green factories, promoting cleaner production and improving environmental management since its inception, and its four core alumina plants have all passed the green factory certification. In the future, the company will strictly implement the requirements of environmental protection, energy consumption and quality, standardize the market order, promote transformation and upgrading, meet the needs of domestic development, and promote the orderly and healthy development of the alumina industry. At the same time, in order to control the impact of raw material price fluctuations on performance, Sanmenxia Aluminum will actively respond to measures such as strengthening the two-way bargaining power between the upstream and downstream of the company and establishing a purchasing team to prepare stocks reasonably in response to raw material price fluctuations.
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