Securities code: Zibo Qixiang Tengda Chemical Co.Ltd(002408) securities abbreviation: Zibo Qixiang Tengda Chemical Co.Ltd(002408) Announcement No.: 2022019 bond Code: 128128 bond abbreviation: Qi Xiangzhuan 2
Zibo Qixiang Tengda Chemical Co.Ltd(002408)
Suggestive announcement on the signing of transaction framework agreement by controlling shareholders and actual controllers
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. The company recently received a notice from the controlling shareholder Zibo Qixiang Petrochemical Group Co., Ltd. (hereinafter referred to as “Qixiang group”) and its concerted actor cedar Industrial Group Co., Ltd. (hereinafter referred to as “Cedar industry”): Qixiang group, Mr. Zhang Jin Cedar industry and pagac pearl holding Pte.Ltd. (hereinafter referred to as “pagac”) recently signed the framework agreement on equity purchase and financing transaction of Zibo Qixiang Petrochemical Group Co., Ltd. (hereinafter referred to as “framework agreement”). According to the framework agreement, pagac will provide financing and liquidity support to cedar industry, and can require to undertake the equity of Qixiang group held by cedar industry (hereinafter referred to as “potential share purchase transaction”).
2. The framework agreement only makes principled arrangements for the above financing and potential share purchase transactions. In particular, the potential share purchase transaction arrangements have not actually occurred, and there is still great uncertainty about whether such potential share purchase transaction arrangements will occur within the validity period of the agreement. If pagac promotes the potential share purchase transaction in the future, it will promote the change of the actual controller of the listed company. However, as of the date of this announcement, the potential share purchase transaction has not actually occurred. The signing of the framework agreement will not have a significant adverse impact on the normal production and operation of the listed company, nor on the internal governance and standardized operation of the listed company.
3. The completion of the financing and potential share purchase transactions under the framework agreement is still based on the signing of relevant agreements and the proof that the preconditions are met or exempted. There is still uncertainty about whether such agreements can be signed and whether these conditions are met at that time. On the premise that pagac subsequently decides to promote the potential share purchase transaction and the parties sign the formal agreement related to the equity transfer through consultation, it may trigger the comprehensive tender offer of the listed company. At that time, pagac will perform the information disclosure obligations related to the comprehensive tender offer in accordance with the provisions of relevant laws and regulations.
For the follow-up matters involved in the framework agreement, the listed company and relevant parties will timely perform the obligation of information disclosure according to the progress of relevant matters.
1、 Background and purpose of the transaction
Pacific Alliance Investment Group (PAG) focuses on the investment and management of private equity, real estate and creditor’s rights in the Asia Pacific region
Administration. Taimeng investment is headquartered in Hong Kong and located in Beijing, Shanghai, Shenzhen, Seoul, Tokyo, Singapore and Mexico
Bourbon and Mumbai have branches. Pacific Alliance Investment has more than US $45 billion in assets under management and accumulated investment in Asia
With a capital of more than 75 billion US dollars, it is one of the largest comprehensive investment institutions in Asia.
Based on Qi Xiang group, the controlling shareholder of the company, Xuesong industry and Mr. Zhang Jin, the actual controller
Based on its own capital needs and the long-term development needs of the company, it is also agreed to transfer the control right of the company to further complete
Improve the corporate governance structure, enhance the company’s financial credit and capital strength, improve the company’s anti risk ability, and make every effort to
Support the long-term development of the company.
2、 Basic information of the signatories of the framework agreement
1. Qixiang group
Name: Zibo Qixiang Petrochemical Group Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Address: South Head of Xinhua Road, Linzi District, Zibo City
Legal representative: Chen Hui
The registered capital is 454794 million yuan
Unified social credit code 91370305706040346p
Business scope: General freight. (the validity period of the above scope shall be subject to the license). Production and sales of rubber and products; Sales of civil building materials, auto parts, electrical instruments; estate management; House leasing; Technology transfer, consultation and services (excluding consumer stored value business); Collect water and electricity charges; Foreign currency investment business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Date of establishment: July 28, 1998
Operating period: July 28, 1998 to November 10, 2027
Name of major shareholders: cedar Industrial Group Co., Ltd. and Che Chengju
Actual controller Zhang Jin
2. Cedar industry
Name: cedar Industrial Group Co., Ltd
Other types of limited liability companies
Address: Room 405, No. 4, Hengjun street, Baiyun District, Guangzhou
Legal representative: Zhang Jin
Registered capital: 700 million yuan
Unified social credit code 91440101618508498r
Business scope: self owned capital investment of the enterprise; Commodity wholesale trade (except for licensed and approved commodities); Retail trade of commodities (excluding licensed commodities); Import and export of goods (except for goods exclusively controlled by franchises); Real estate development and operation; estate management; Real estate consulting services; Self owned real estate business activities; House leasing; Scientific and technological information consulting services; Market research services; Interior decoration and decoration; Interior decoration design services; Wholesale of lubricating oil; Retail of lubricating oil; Fuel oil sales (excluding refined oil); Technology import and export; hotel management; Asset management (excluding license approval items); Investment management services; Real estate appraisal; Land assessment; Business consulting services; Trade advisory services; Enterprise management consulting services; Wholesale of chemical products (excluding hazardous chemicals); Enterprise financial advisory services;
Date of establishment: April 11, 1997
Business term: from April 11, 1997 to no fixed term
Name of major shareholders: Zhang Jin and cedar Holding Group Co., Ltd
Actual controller Zhang Jin
3. Zhang Jin
Name: Zhang Jin
Home Return Permit No.: h04988672 (01)
4、PAGAC PEARLET HOLDING PTE. LTD.,
Name pagac pearl holding PTE. Ltd
Type private company limited by shares
Residence: 20 Anson Road, 12-03, twenty Anson, Singapore
Authorized representative: Qiu Zhongwei
Issued share capital: 1 share
Registration No.: 202007450e
Business scope investment management
Date of establishment: March 4, 2020
Name of major shareholder PAG Asia III LP
As of the disclosure date of this announcement, pagac did not hold shares of the company.
3、 Main contents of the framework agreement
The framework agreement signed by Qixiang group, the controlling shareholder of the company, cedar industry and Mr. Zhang Jin, the actual controller of the company, and pagac is as follows:
(I) financing transactions
Pagac will facilitate pagac’s affiliates, relevant financial institutions or other third parties (hereinafter referred to as the “lender”) to provide financing (hereinafter referred to as the “financing transaction”) with a total amount of RMB 4.2 billion (RMB 42000000) to cedar industry or its designated affiliates (hereinafter referred to as the “borrower”) through entrusted loans and creditor’s rights purchase in accordance with the framework agreement as soon as possible.
(II) potential share purchase transactions of Qixiang group
1. Pagac shall carry out comprehensive financial, tax, legal, technical and commercial due diligence on Qixiang group and Zibo Qixiang Tengda Chemical Co.Ltd(002408) , including on-site due diligence interviews deemed necessary by pagac and the lender (hereinafter referred to as “due diligence”).
2. The due diligence shall be completed before April 15, 2022, provided that cedar industry and the borrower formally notify pagac and the relevant responsible personnel of Zibo Qixiang Tengda Chemical Co.Ltd(002408) designated by the lender to reasonably and fully cooperate with the due diligence, and cedar industry and the borrower continue to cooperate with the above due diligence.
3. Pagac shall notify other parties before April 30, 2022 whether it is satisfied with the results of due diligence and intends to promote potential share purchase transactions.
4. The parties shall complete the signing of the equity transfer agreement within 15 days after the above notice. The text of the agreement and the purchase price shall be negotiated separately by the parties. In principle, the purchase price shall not exceed RMB 8.35 billion.
(III) exclusivity and preemptive rights
1. Cedar industries, Mr. Zhang Jin and Qixiang group promise not to enter into or complete any transaction (including the above potential equity transaction, any sale, disposal and financing of Zibo Qixiang Tengda Chemical Co.Ltd(002408) shares held by Qixiang group), enter into any relevant agreement or negotiation, or take or refrain from taking any action with any person that replaces or may hinder or affect the transactions under this agreement.
2. On the premise that this agreement is terminated for reasons not attributable only to pagac, pagac and its affiliates shall have the preemptive right to sell the equity of Qixiang group held by cedar industry under the same conditions within six (6) months after the termination of this agreement. Cedar industries, Qixiang group and Mr. Zhang Jin shall ensure that pagac is notified of the proposed sale and the terms of the sale at least 15 days before the sale of any part of the above equity, and pagac shall reply whether the above parties exercise the preemptive right within 15 days after receiving the notice. If pagac fails to reply within 15 days or explicitly waives the exercise of the preemptive right, cedar industry, Qixiang group and Mr. Zhang Jin can complete the proposed transaction.
4、 Impact on the company
1. The relevant arrangements of this transaction are conducive to enhancing the company’s financial credit, improving the company’s anti risk ability, the coordinated development of the company’s advantageous resources with shareholders and improving the company’s comprehensive profitability. The company will maintain the stability of its existing management team, continue to focus on its main business and maintain the sustainability and stability of its development strategy. 2. If pagac subsequently chooses to promote the potential share purchase transaction, the parties will negotiate and sign a formal equity transfer agreement on the premise permitted by law, and fulfill the obligation of information disclosure in accordance with laws and regulations; If all parties complete such equity transfer, the actual controller of the company may change.
5、 Risk tips
1. The framework agreement on equity purchase and financing transactions of Zibo Qixiang Petrochemical Group Co., Ltd. is only the intentional agreement of all parties. The completion of financing and potential share purchase transactions under the framework agreement is still based on the signing of relevant agreements and the proof that the preconditions are met or exempted, There is uncertainty as to whether these agreements can be signed and whether these conditions are met at that time.
2. With the advancement of this transaction and the change of the external environment, or other unforeseen circumstances, at the same time, the change of subjective will of one or both parties, subjective breach of contract, force majeure or the termination of the transaction agreed in other agreements will directly lead to the failure of this transaction, and there is still uncertainty whether the transaction can be successfully concluded.
In view of the uncertainty of the above matters, the company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations according to the progress of relevant matters. The company solemnly reminds investors of securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) As the information disclosure media designated by the company, all information of the company shall be subject to the announcement published by the above designated media. Please pay attention to the relevant announcement of the company and pay attention to the investment risk. 6、 Documents for future reference
1. Framework agreement on equity purchase and financing transaction of Zibo Qixiang Petrochemical Group Co., Ltd.
2. Notification letter of the controlling shareholders and persons acting in concert on signing the framework agreement on equity purchase and financing transaction of Zibo Qixiang Petrochemical Group Co., Ltd.
It is hereby announced.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) board of directors
March 17, 2022
