Securities code: 300257 securities abbreviation: Zhejiang Kaishan Compressor Co.Ltd(300257) Announcement No.: 2022-005 Zhejiang Kaishan Compressor Co.Ltd(300257)
About the subsidiary KS orka renewables PTE. Ltd. and
Mr. Mehmet Emin hitay
Announcement on signing the equity acquisition agreement of inter investment PTE. Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This equity acquisition does not constitute a connected transaction.
2. According to the articles of association and other relevant provisions, this equity acquisition needs to be submitted to the board of directors of the company for deliberation and approval, without the deliberation of the general meeting of shareholders, and does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
1、 Transaction overview
KS orka renewables PTE. Ltd. (hereinafter referred to as "kso" or "buyer"), the holding subsidiary of Zhejiang Kaishan Compressor Co.Ltd(300257) (hereinafter referred to as "the company") established in Singapore, and Mr. Mehmet Emin hitay (hereinafter referred to as "Mr. hitay" or "the seller") signed the equity acquisition agreement of inter investment PTE. Ltd. (hereinafter referred to as "equity acquisition agreement") on February 1, 2022. After meeting the preconditions for the delivery of the equity acquisition agreement, both parties shall deliver the acquisition object. The buyer paid US $60 million for the purchase of 100% equity of inter investment PTE. Ltd. (hereinafter referred to as "inter" or "target company") held by the seller. The main contents of the equity acquisition agreement are hereby announced as follows:
2、 Introduction to the seller of the transaction
Mr. hitay is a Turkish citizen and the founder and controlling shareholder of hitay holding group. The target company is a special purpose platform company established by Mr. hitay in Singapore. It is mainly responsible for the development of geothermal energy in Indonesia, and obtains the priority underground exploration and development right of geothermal projects by participating in early research and surface exploration. Mr. hitay holds 100% equity of the target company and holds the post of chairman of the target company. See Table 1 for the basic information of the target company:
Date of establishment: April 21, 2011
Company No.: 201109656k
Company name: inter investment PTE. Ltd
Registered address: one Marina Blvd# 28-00, Singapore 018989
The registered capital is US $1 million with a par value of US $1 per share
Mehmet Emin hitay, the registered shareholder, holds 100% of the company's common shares
Table 1: basic information of inter investment PTE. Ltd
See Table 2 for the financial data of the subject company:
Unit: USD
December 31, 2020 December 31, 2019
Total assets 8225530 6552264
Total liabilities 23748278 23132171
Owner's equity - 15522748 - 16579907
Operating income 0
Net profit - 630523 - 1272966
After the acquisition of the financial statements of inter Investment Ltd. and inter Investment Ltd. at the end of 2020, we are not required to bear the above liabilities.
Note: as of the signing date of the share purchase agreement, the seller has not disclosed the financial statements and audit report of 2021, which is one of the contents of due diligence to be completed before delivery.
3、 Basic information of all geothermal projects
As of the signing date of the equity acquisition agreement, the subject company has seven Indonesian geothermal project companies (PT hitaydaya energy, Pt hitay Bumi energy, Pt hitay Panas energy, Pt hitay Balai kabaenergy, Pt hitay Lawang energy, Pt hitay tanjungsakti energy, Pt hitay)
Renewable energy, all special purpose entities, collectively / individually referred to as the "Indonesian project company").
Indonesia project company has the right to exclusively explore and develop seven geothermal projects (collectively referred to as "target geothermal projects") in Indonesia. According to the evaluation of the seller and the independent third party, the Indonesian project company holds a few top geothermal resources to be developed in Indonesia, and the power generation potential supported by resources is 990 MW. The basic information of the subject geothermal project is shown in Table 3 and figure 1. Table 3: introduction to geothermal projects of each subject
Project introduction project status
Gunung Talang project is located in West Sumatra province. In 2016, affected by the epidemic, the company in Indonesia obtained the approval certificate of geothermal development (hereinafter referred to as ebkte) valid until 2055 and the 20 MW power purchase agreement at the price of 12.75 cents / kWh.
Quasi geothermal development permit
At present, the negotiation and signing of the power purchase agreement have not been completed and frozen until January 4, 2022
Department. On October 12, 2022, the project is a typical volcanic dome, and the high-temperature geothermal will be extended to October 2055. The system has a resource potential of 180 MW.
The geureudong project is located in Aceh province. The target company holds the exploration (including drilling) approval certificate for exploration (including drilling) issued by ebkte in August 2018 due to the impact of the epidemic. The certificate is frozen to October 11, 2022; Originally, the project was a typical volcanic arch high-temperature geothermal permit, which arrived in the field in August 2021. It was first issued by an internationally famous energy developer, and can be extended twice and investigated by Chevron each time. The resource potential is 220 a year.
megawatt.
Gunung kembar project is located in North Sumatra province, with Sumatra
It is related to the larda fault zone. The target company has completed
Early exploration, applying for exploration (including drilling)
Permit.
The project is a typical volcanic arch high-temperature geothermal
Tian was first developed by an internationally famous energy developer
Chevron conducted research, and the resource potential is 330
megawatt.
Tandikat project is located in West Sumatra province and is associated with Sumatra great fault zone affected by the epidemic. The subject company holds the approved exploration (including drilling) permit
The exploration (including drilling) certificate issued in February 2019 is frozen to October 11, 2022; Original permit. The permit will arrive in February 2022. The project is a typical Sumatran high-temperature geothermal period, which can be extended once and every time. The resource potential is 90 MW. a year.
The Lawang project is located in Bengkulu Province, Sumatra. Subject to the impact of the epidemic, ebkte has malintang's company holding the exploration (including drilling) permit issued in February 2019. The certificate is frozen to October 11, 2022; The original project contained high-temperature and commercial medium temperature resources, and the resource potential was 80 MW in February 2022. The period can be extended twice, each time for one year.
Tanjungsakti project is located in South Sumatra. Affected by the epidemic situation, the target company holds the exploration (including drilling) approval and exploration (including drilling) permit issued by ebkte in June 2018. The certificate is frozen to October 11, 2022; The original project contains high-temperature and commercial medium temperature resources, and the resource potential is 50 MW in June 2021. The period can be extended once for one year each time.
Bromo Tengger project is located in East Java province, and the target company has been completed
Early exploration, application for exploration (including drilling)
(well) permit.
The project is a typical high temperature geothermal system in Java,
The resource potential is 40 MW.
Note: the exploration (including drilling) permit is valid for three years and can be extended once or twice for one year according to the requirements of the permit. During the freeze period, the validity period of the permit will stop counting.
Figure 1: geographical location of the subject geothermal project
4、 Main contents of the share acquisition agreement
1. Acquisition consideration: $60 million.
2. Key prerequisites:
A) The seller unconditionally terminates all existing agreements between the seller, the target company and the Indonesian project company. There is no debt between the seller, the subject company held by the seller and the Indonesian project company; The seller, the target company and the Indonesian project company also have no liabilities.
B) The acquisition was approved by the people's Republic of China for overseas investment, including (a) the approval of the Ministry of Commerce and the national development and Reform Commission of the people's Republic of China for the acquisition and (b) the approval of the State Administration of foreign exchange of the people's Republic of China for the company to convert the corresponding RMB of the acquisition price into US dollars and pay it to its wholly-owned subsidiary Kaishan compressor (Hong Kong) Co., Ltd. (the controlling shareholder of the buyer).
C) The equity acquisition agreement was approved by relevant departments of the Indonesian government.
After meeting all conditions precedent to the closing, the parties shall conduct the closing. After the equity acquisition agreement is signed, the seller, the target company and the Indonesian project company shall not arbitrarily dispose of the assets of the target company and the Indonesian project company.
Previously, the target company failed to complete an exploration well within five years from the date of issuance of the geothermal development permit of Gunung Talang project. According to the requirements of geothermal development permit, the Ministry of energy and mineral resources has the right to make an exploration deposit of US $million for its Indonesian project company, and the purchase consideration will be deducted by US $500000.
3. Deadline
All preconditions for closing shall be completed within 150 days after signing the share purchase agreement (hereinafter referred to as the "deadline"), otherwise either party has the right to terminate the share purchase agreement.
4. Post closing payment obligations
A) Replacement of standby letter of credit
According to the requirements of exploration (including drilling) permit, geureudong, Lawang melintang, tandikat and tanjungsakti projects correspond
