Heavy, Neng tech plans to sell 75% of ViE to DSM!

original title: Heavy Heavyweight, Neng Tech plans to sell 75% of ViE to DSM!in order to save ST Crown, the company's wholly-owned subsidiary, Nengte Technologies, intends to sell a 75% stake in The ViE business (initial price of 1.067 billion) to DSM (Royal DSM)Energy Technologies had wanted to become a well-known supplier of vitamin E and intermediates to the global business, after the two related disclosures, overview of the transaction
approved by the 13th meeting of the 6th Board of Directors of Guanfu Holdings Co., Ltd(hereinafter referred to as the "Company"), the company's wholly-owned subsidiary, Nengte Technology, in order to establish a comprehensive strategic cooperation model with DSM, the two sides signed the "Agreed Framework Agreement" ("Aframework Agreement") in Shanghai on January 28, 2019, agreed on vitamin E and its intermediate business The formation of a joint venture Yimant, that is, Cant Technology vitamin E Technology (Stone head) Co., Ltd(hereinafter referred to as "Stone Head" ) 33% of the equity as a capital injection into Imante, after the completion of the above-mentioned capital contribution stake to pay the full 75% of the equity as the underlying asset of the transaction, in cash sales to the counterparty DSMthe transaction was approved by the 17th meeting of the Company's 6th Board of Directors, and the independent directors expressed their consent to the transactionAccording to the Shenzhen Stock Exchange Stock Listing Rules and the Articles of Association and other relevant provisions, this transaction matters belong to the approval authority of the general meeting of shareholders, therefore, it is necessary to submit to the shareholders' meeting of the company for consideration and approvalAt the same time, the transaction still needs to be submitted to DSM internal, government and other relevant authorities for approval, whether it can be approved and the time of approval there is uncertaintythis transaction does not constitute a related transaction, does not constitute a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Reorganization of Listed CompaniesII, the basic situation of the counterparty
1, business name: DSMIndustrieProducts China Enterprise B.V
3, scope of business: The company's objective is to register, acquire, finance, participate in and/or manage the company's obligations in China, to guarantee the debts of the Company's affiliates, and to support or possibly support the above as widely as possible;4, shareholder situation: its shareholders are DSM International B.V., (i.eDSM is a wholly owned subsidiary of DSM International AgLimited)5, relationship situation: the company and the shareholders holding 5% or more of the company's shares, directors, supervisors, senior managers and counterparties are not related6, Company Profile: DSM is a subsidiary of the Royal Dutch DSM Group, a global lying, science-based company in nutrition, health and sustainable living, with relevant production sites in all major regions of the world7, key financial data: As of 31 December 2018, DSM had total assets of EUR 92.23 million, total liabilities of EUR 86.5 million, net assets of EUR 5.73 million, operating income of EUR 0, operating profit of EUR 0 and net profit of EUR 4.35 million as at 31 December 20188, performance situation: DSM is a subsidiary of the Royal Dutch DSM Group, and its good business condition, can effectively guarantee its performance and payment capacityiiiThe status of the trading mark
1, the name of the enterprise: Yimant Health Industry (Jingzhou) Co., Ltd2, enterprise nature: limited liability company
3, registered address: Jingzhou Development Zone, Shenzhen Avenue 108
4, legal representative: Zhang Guangzhong
5, registered capital: 10 million yuan
6, established date: February 26, 2019
7, unified Social credit code: 91421000MA497YF92R
8, business scope: pharmaceutical intermediates (excluding hazardous chemicals), feed additives, food additives research and development, production, sales and related technical services, technology transfer; (In relation to licensed business projects, it shall obtain the permission of the relevant departments before operating)9, shareholder situation: the company's wholly-owned shareholders can special technology with its vitamin E-related assets in Jingzhou and the holding of 33% of the shares of ShitouNeng to pay capital contributionAccording to The Public Exchange Asset Assessment Co., Ltd("Universal Asset Assessment") report on the assets of the funded assets, the total value of the assets related to vitamin E production as of December 31, 2018, as of the base date of the assessment, 51,670.84 10,000 yuan; According to the Public Union Review no 1104 of the public-funded assets issued by the Public Equity Assessment, the total value of 33% of Ishiguro's equity was RMB17,750.65 million as of March 31, 2019, the benchmark date of the assessment The value of the capital assets paid by Neng technology exceeds the registered capital portion and is included in The Imant's capital reserve Equity structure is as follows: 10, main financial data: Yimante was founded on February 26, 2019, according to ZTE Caiguanghua accounting firm (special general partnership) (hereinafter referred to as "Zhongxing Caiguanghua") issued an audit report (THE "Zhongxing Caiguanghua" letter (2019, No 304163), as of April 2019, On the 30th of march, Imante's total assets amounted to RMB74,268.88 million, liabilities amounted to RMB5,817.99 million, net assets were RMB68,450.89 million, operating income for January-April 2019 was RMB00,000, operating profit was RMB00,000, and net profit was RMB19.95 million 11, evaluation of the subject matter of the transaction: The Company engaged the Public Union Asset Assessment, which is qualified to engage in securities and futures business, to evaluate Imant, and to evaluate the full value of shareholders as of April 30, 2019, based on the assessment report No 1136 issued by the Public Exchange Review (2019) by the Public Exchange Asset Assessment Method (2019), the evaluation agency used two evaluation methods, the income method and the asset basis method, to assess the full value of the shareholders as of April 30, 2019, the basis of the assessment According to the results of the earnings law assessment, the total equity of Imant shareholders was assessed at the base date of assessment at ANestimat value of RMB140,853.55 million, representing an increase of RMB72,402.66 million and a value-added rate of 105.77 per cent 12, other circumstances: as of the disclosure date of this announcement, Yimant has no foreign investment except for holding 33% of Ishiguro's equity The company and its subsidiaries do not exist to provide guarantees for Imant, entrust Emante financial management, nor does Imante occupy company funds and so on There is no ongoing major litigation or arbitration in Yimant, nor is there any judicial measures relating to the mortgage, pledge or other third-partie rights, seizure or freezing of assets IV, the main contents of the transaction agreement
(1) The transaction price and the basis for the price according to the Public Union Review (2019) No 1136 assessment report issued by the Public Union Asset Assessment, The total assets of Yimant after the audit by ZTE CaiGuanghua were RMB74,268.88 million, and the total liability was RMB58,179.9 million Net assets of RMB68,450.89 million, and the total equity of Yimant shareholders at the valuation date of April 30, 2019 was assessed at RMB140,853.55 million, representing an increase of RMB72,402.66 million and a value-added rate of 105.77% According to the evaluation value of the total equity of shareholders and the agreement between buyers and sellers in the Agreed Framework, the initial price of 75% of The Imant's shares to be transferred by the listed company is RMB 106,600.00 million, which is based on the liabilities of Yimant and Ishiguro for 0 yuan and 0 yuan in cash (ii) adjustment of the transaction price
can nun technology and DSM based on the results of the confirmed due diligence report, the two sides agreed to make the following adjustments to the initial price: 1, if Imant estimated liabilities greater than 0, should be deducted from the initial price of 75% of the estimated amount of liabilities; If the liability is greater than 0, 25% of the estimated liability amount shall be deducted from the initial price; 3, if The Imant estimates that the cash is greater than 0, the estimated cash amount shall be increased from the initial price by 75%; and 4 If Ishiguro estimates that the cash is greater than 0, the estimated cash amount shall be increased from the initial price by 25% 1 DSM should transfer the real-time available funds to the bank account of Nengtechnology, with 75% of the adjusted price of the contract of the share purchase agreement to be paid by RMB to Neng technology on the date of delivery; M pays 15% of the adjusted price of the equity purchase agreement in RMB to Nengtechnology, and 3, 12 months after the date of the issuance of a new business license for the completed registration of equity transfer by the State Administration of Market Supervision and Administration, DSM shall pay the balance of the adjusted price of the equity purchase agreement to Nengt Technology (4) After the transaction, the net profit of the profit distribution scheme Shimant and Ishiguro tatt is distributed by each party at 50% after deducting DSM distribution, promotion and sales service expenses (at 10% cost) (v) after the delivery of the assets upgraded after delivery, The Imant Vitamin E business and Ishiguro's entire business-related facilities, assets upgraded to the standards set by DSM (which should be reasonably acceptable to Cant Technologies and at least not less than applicable Chinese laws and applicable industry standards and practices) The two sides agreed that DSM would take the lead in upgrading the business owned and operated by Imant, and that Neng technology would take the lead in the manner agreed by DSM to take charge of the upgrading of the business owned and operated by Ishiguro The costs and expenses associated with the upgrading of The Vitamin E business owned and operated by Imant are provided by Energy Technologies and DSM each (both through the relevant direction of Imante loans) The costs and expenses associated with upgrading all of the businesses owned and operated by Ishiguro are provided by NengTech and DSM each with 50% of the funds (6) The applicable law and dispute resolution of this Agreement shall be governed by Chinese law, but if a dispute is arising between the parties, arbitration shall be conducted through the Hong Kong International Arbitration Centre in accordance with its arbitration rules and procedures , other arrangements relating to the sale of assets
1, this transaction for DSM to pay cash to the company to buy 75% equity in Imant, DSM and the company does not have a related relationship, after the completion of this transaction, Imant will not hold shares of the company, this transaction does not constitute a related transaction, will not produce inter-industry competition 2, this transaction does not affect the effective existence of labor contracts between the target company and existing employees, does not involve 3, before this transaction, Yimante is a wholly-owned company of the company, in business, assets, personnel, institutions, financial and other aspects have been independent of the company's controlling shareholders and other enterprises under the control of the actual controller, with independent and complete institutions and personnel This transaction is for the company to accept the sale of assets at a cash consideration price, not involved in the issuance of shares may lead to changes to the company's controlling shareholders and actual controllers, and after this transaction, the company's vitamin E production line of business agent Imante is out of the company's control, therefore, does not involve affecting the company's assets, business, institutions, personnel, financial independent operation , the purpose of this transaction, the existence of risks and the impact on the company
1, the purpose of the transaction (1) to improve the level of market entry and development, optimize the supply chain structure, enhance the profitability of vitamin E products company's wholly-owned subsidiary can have the production of vitamin E innovation, advanced technology and cost advantages, but in the vitamin E product industry chain upstream, the overall still does not touch the end-of-sale market of vitamin E products, sales volume and profit margin is limited In this transaction, Neng technology will inject the assets and equity related to the vitamin E production line into the wholly-owned subsidiary Yimant, and intend to sell 75% of The Imant's equity to DSM, through the transfer of control of the vitamin E line of control to achieve long-term cooperation with international nutrition supplier DSM With its market share in the global nutrition productmarket, including vitamin E, DSM has the potential to optimize the marketing and sale of vitamin E end products to all customers around the world, so this transaction is conducive to giving full play to the cost advantages of technology and DSM market advantages, forming complementary advantages, mutual benefit and win-win long-term strategic cooperation After DSM took control of Imante, Imante became DSM's leading supplier of vitamin E in China, and through this transaction, DSM's vitamin E product line profits will be partially transferred to the production side Ofmante As a shareholder in Imant after the deal, the company's profitability is expected to increase