Behind the RMB 5.5 billion M&A, the truth about the "high debt ratio" of Guocheng Mining

Recently, a major industrial integration in the non - ferrous metal sector of A - shares has attracted high attention from the market. Guocheng Mining issued an announcement stating that it plans to acquire a 40% stake in Guocheng Industry held by CITIC Trust for 2.368 billion yuan in cash. Coupled with the acquisition of a 60% stake in Guocheng Industry completed in December 2025, the company will spend approximately 5.536 billion yuan in total to achieve full - control of Guocheng Industry.

This transaction quickly stirred up a storm in the investment circle. The core point of contention is that, according to the pro - forma statements of the transaction draft, as of December 31, 2025, Guocheng Mining's asset - liability ratio was 69.55%. After the completion of this transaction, the simulated pro - forma asset - liability ratio is 90.67%.

For a while, concerns such as "high - leverage gambling" and "looming debt risks" have arisen. However, after in - depth analysis of its underlying financial logic and core asset value, some outside views believe that this extremely high debt ratio is just a false alarm caused by the combination under the same control and the superposition of merger and acquisition loans. Guocheng Mining's real financial structure remains sound, and the three scarce resources of molybdenum, lithium, and sulfur in its hands are resonating, and the fuse for value re - evaluation may have been ignited.

Is a 90% debt ratio "a heavy debt burden" or "a false alarm"?

The biggest concern of the market about Guocheng Mining is undoubtedly the simulated asset - liability ratio of up to 90.67% after the completion of the transaction. At first glance, this figure is indeed astonishing, because in the conventional business perception, such a high debt ratio often means a heavy financial burden and potential liquidity risks.

So, is this really the case?

Relevant financial media reports point out that this figure is more of a "book" data brought about by the accounting treatment method. In the preparation of the pro - forma statements for the merger and acquisition transaction, the acquisition consideration is fully recognized as a liability, while the target assets are still recorded at historical cost. The huge difference between the two has significantly magnified the book asset - liability ratio.

Therefore, the significant increase in Guocheng Mining's asset - liability ratio after the acquisition is not due to the deterioration of the company's operations or the out - of - control debt, but rather the change in the book data caused by the special accounting standards for the merger of enterprises under the same control and the superposition of merger and acquisition loans, which cannot truly reflect the company's operational quality.

"If these technical adjustments are stripped away and the calculation is carried out according to the actual situation closer to the real business logic and capital financing, the pro - forma asset - liability ratio after the completion of the transaction is basically in line with the company's actual debt level and is completely within the reasonable range of the same industry, and the overall risk is controllable."

According to the calculations of industry insiders, if the impact of special accounting treatments is discarded and the simulation calculation is carried out according to the merger of enterprises under non - same - control, which is closer to the real market situation, the pro - forma asset - liability ratio of the company as of December 31, 2025, after the completion of this transaction is only 66.93%, which is basically in line with the company's current actual asset - liability ratio and is also within the normal range of the asset - liability ratio of listed companies in the mining industry.

Has an investment of 5.5 billion yuan bought a "cash cow"?

This announcement from Guocheng Mining marks the completion of the company's layout of high - quality domestic molybdenum ore resources. After the completion of this transaction, Guocheng Industry will become a wholly - owned subsidiary of Guocheng Mining, and its core asset, the Inner Mongolia Dasuji Molybdenum Mine, will also be 100% owned by the listed company.

It is worth noting that in terms of cash - flow generation and profitability, Guocheng Industry can be regarded as a "cash cow".

Data shows that in 2024 and 2025, Guocheng Industry achieved operating revenues of 2.185 billion yuan and 2.442 billion yuan respectively; net profits attributable to the parent company of 942 million yuan and 1.15 billion yuan respectively; and non - recurring profit - adjusted net profits of 983 million yuan and 1.18 billion yuan respectively.

In addition, from the perspective of long - term strategic positioning of scarce resources, this deal worth 5.536 billion yuan also shows great strategic foresight.

Data shows that the Dasuji Molybdenum Mine has a proven ore reserve of 124 million tons and a molybdenum metal reserve of 144,800 tons. Its current annual production capacity has reached 5 million tons, and it is currently going through the procedures for changing the mining right to expand the production capacity to 8 million tons per year.

Molybdenum is a strategic metal indispensable for national defense and military industry, high - end equipment manufacturing, and the new energy industry. The supply side of the industry has strong rigidity, and the new production capacity of domestic molybdenum mines is limited. It usually takes a 5 - to 8 - year cycle from exploration to production for large - scale molybdenum mines, and the supply elasticity is extremely low in the short term.

The demand for molybdenum in special steel, wind power castings, and new energy vehicles continues to grow, driving the annual growth rate of molybdenum demand to remain at 3% - 5%. The combination of these two factors has promoted the rise of molybdenum ore prices. According to the quotation from the Shanghai Non - Ferrous Metals Network, since May 2026, the price of molybdenum concentrate with a grade of 40% - 45% has exceeded 5,200 yuan per ton - degree, hitting a new high in the past three years, with a cumulative increase of about 25% in the past three months.

Are the three core assets undervalued, and is value re - evaluation approaching?

Some views believe that after eliminating the noise caused by accounting standards and examining Guocheng Mining's overall asset map, it can be clearly seen that Guocheng Mining holds three high - quality assets of molybdenum, lithium, and sulfur, all of which are currently significantly undervalued, and the future growth is highly certain.

Due to its irreplaceability in the fields of national defense and military industry, high - end manufacturing, and new energy, molybdenum's performance contribution is worth looking forward to in the context of both quantity and price increase.

"Calculated based on the valuation of 6.003 billion yuan corresponding to Guocheng Industry's net profit of 1.146 billion yuan in 2025, the static PE is about 5.2 times." Some media pointed out. "For a super - large molybdenum mine in the capacity expansion period and in the upward channel of industry prosperity, the pricing of this transaction has significant valuation advantages. Compared with comparable cases in the same industry, the valuation of this transaction is in a lower range, leaving sufficient value growth space for the transaction parties."

In addition to molybdenum in the limelight, Guocheng Mining also hides an ace in the lithium resource. Guocheng Mining indirectly holds a 48% stake in Jinxin Mining through Guocheng Changqing. The Dangba Lithium Mine under its banner is the largest granite pegmatite - type lithium deposit with proven resources in Asia, with a cumulative proven lithium oxide reserve of 1.1207 million tons. It is planned to build a mining and beneficiation capacity of 6.5 million tons in 2027.

In the era of the new energy revolution, lithium ore, as the "white oil" supporting the green energy system, is the core raw material that can penetrate the three trillion - level tracks of electric vehicles, energy - storage power stations, and consumer electronics at the same time.

On the books, this giant asset is only recorded at an initial cost of 512 million yuan, and its real huge value has not been explored for a long time. According to industry institutional forecasts, the equity shipments of this mine in 2026 and 2027 will reach 12,000 tons and 20,000 tons respectively, corresponding to an equity profit contribution of 800 million to 900 million yuan and 1.4 billion to 1.5 billion yuan for the company respectively, which may become the most explosive hidden growth pole for the company in the future.

Benefiting from the coordinated efforts of the lithium and molybdenum business segments, the company's net profit is expected to increase significantly in the next three years. According to a research report from Minsheng Securities, Guocheng Mining's net profit attributable to the parent company from 2026 - 2028 is expected to be 2.33 billion, 3.15 billion, and 6.04 billion yuan respectively. If the acquisition of the remaining equity of Guocheng Industry is completed, the company's net profit attributable to the parent company from 2026 - 2028 is expected to be 2.96 billion, 3.73 billion, and 6.6 billion yuan respectively.

Media such as Cailian Press also pointed out that Dongshengmiao Mining under Guocheng Mining is also worthy of attention. It has pyrite and zinc mines with reserves among the top in the country. However, affected by large - scale depreciation and amortization, its book net value is relatively low, but this does not affect its continuous contribution of stable cash flow as a cash cow. As the prosperity of the domestic chemical industry continues to rise in 2026, the asset value of this sector is also undergoing rapid repair.

In addition, Guocheng Mining's titanium dioxide business, copper mine assets, gold - lead - zinc mines, etc. have also received positive news. The price of titanium dioxide stopped falling and rebounded in 2026, and the profitability of the company's titanium dioxide business is expected to improve significantly in 2026. In April 2026, the company successfully bid 365 million yuan for 100% of the equity of Yunnan Jinping Zhiyun Copper Industry Co., Ltd., taking another step forward in resource layout, and future performance increments will blossom in multiple areas.

"In the long run, the short - term market concerns caused by this merger will eventually be digested by the long - term value." Market analysts generally believe that the controversy over the debt ratio caused by Guocheng Mining's merger essentially reflects the market's different understandings of the accounting treatment rules for mergers and acquisitions of mining enterprises and the lack of understanding of the value of its existing assets.

And in the future, how will the capital market re - evaluate this enterprise? Perhaps only time can give the most accurate answer.

This article is from the WeChat official account "florayang01" (ID: daily - case), author: Tide Business Review, published by 36Kr with authorization.