A company engaged in the recovery and disposal of waste animal and vegetable oils will be acquired by a listed company with a valuation of 260 million yuan. On April 7, Bece Legend Group Co.Ltd(000803) ( Bece Legend Group Co.Ltd(000803) , SZ; previous closing price of 20.99 yuan) disclosed the acquisition.
On April 7, Bece Legend Group Co.Ltd(000803) announced that the company planned to sign the equity acquisition framework agreement with LV Youjun on the acquisition of 100% equity of Sichuan jianknight Biotechnology Co., Ltd. (hereinafter referred to as Sichuan jianknight).
The reporter of the daily economic news noted that Sichuan jianknight was reported to the fifth ecological and environmental protection supervision group of the central government by the masses because of odor disturbing residents. Last year, Sichuan jianknight was punished three times for violating environmental protection laws and regulations.
agreement on the supply of grease and gutter oil
According to the equity acquisition framework agreement, all parties confirm that the overall value of the target company does not exceed 260 million yuan, including the transfer price of the underlying equity paid by the acquirer, the total liabilities of the target company and the project company (i.e. Sichuan Chengning Environmental Protection Technology Co., Ltd., a wholly-owned subsidiary of the target company) in the consolidated statements as of the base date, and the investment in technological transformation of the project.
At the same time of signing the equity acquisition framework agreement, both parties agreed that before the equity acquisition, the wholly-owned subsidiary of the listed company Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd. (hereinafter referred to as Beikong Shifang) plans to sign the exclusive sales agreement of oil and grease with Sichuan jianknight. It is agreed that during the validity period of the exclusive sales agreement of oil and grease, the target company will sell and supply no less than 2500 tons of oil and gutter oil to Beikong Shifang every three months, The accumulated grease and gutter oil sold and supplied to Beikong Shifang within 12 months shall not be less than 10000 tons.
According to qixinbao, Sichuan jianknight has a registered capital of 100 million yuan and its registered address is in Qingbaijiang District, Chengdu. Its business scope includes research and development, collection, transportation and disposal of food waste disposal technology; Recovery and disposal of waste animal and vegetable oils and fats. The shareholding structure is that LV Youjun holds 99.5% and LV Yougui holds 0.5%.
Bece Legend Group Co.Ltd(000803) said that since the company has not carried out due diligence on the audit of the target company, the subsequent company will perform the approval procedures and information disclosure obligations according to the progress of the equity acquisition and the relevant provisions of the rules of Shenzhen Stock Exchange and the articles of association.
Bece Legend Group Co.Ltd(000803) and Sichuan jianknight also agreed on performance commitments. The transferor promises that during the performance commitment period (24 months from the cutting date), the total amount of grease separated from hogwash oil produced by the project plus the total amount of gutter oil collected from its own channels of the project (hereinafter referred to as the total amount of grease) shall not be less than 20000 tons. When the performance commitment expires, if the actual total amount of grease of the project is higher than the total amount of promised grease, 40% of the net profit generated by the higher part shall be paid by the acquirer to the transferor as performance reward; If the actual total amount of grease in the project is less than the above promised total amount of grease, RMB 3000 shall be deducted from the equity transfer price paid to the transferor at the expiration of the performance commitment.
Bece Legend Group Co.Ltd(000803) said that the target company of this transaction has been deeply engaged in the kitchen waste treatment industry for many years. If this M & a transaction is implemented, the company can realize the cross regional development of kitchen treatment business and improve the company’s market share, business scale and profitability.
subject was fined for environmental protection
The reporter of the daily economic news noted that the contract awarding parties of Sichuan jianknight once included Chengdu University of technology and Chengdu Second People’s hospital. However, Bece Legend Group Co.Ltd(000803) did not publish the detailed financial data of the target company.
However, for such companies in the comprehensive utilization of waste resources, the environmental protection problems involved in history can not be ignored.
The reporter inquired about the public information and found that Sichuan jianknight once faced many administrative penalties.
In 2018, people reported to the fifth ecological and environmental protection supervision group of the Central Committee that Sichuan jianknight was producing gutter oil and hogwash oil, and the odor disturbed the residents. After verification, the problems reported by the masses are true. On November 24, 2018, Qingbaijiang District Environmental Protection Bureau filed an investigation into Sichuan jianknight’s suspected excessive emission and ordered rectification.
In 2021, Sichuan jianknight was punished three times for violating environmental protection laws and regulations.
According to the public information, the reasons for the punishment involved in Sichuan jianknight include that the supporting environmental protection facilities that need to be built have not been completed, have not been accepted or fail to pass the acceptance; Start construction without authorization; Refuse to accept the supervision and inspection of the competent environmental protection department and its entrusted environmental supervision institution or other departments responsible for the supervision and administration of atmospheric environmental protection by refusing to enter the site, or resort to fraud in accepting the supervision and inspection.
In addition to being punished for environmental protection, Sichuan jianknight was also punished by Qingbaijiang District Emergency Management Bureau last year. According to (Qing) emergency case [2021] No. 20, Sichuan jianknight has the following illegal acts: one workplace with flammable and explosive dust (kitchen waste drying area) did not use explosion-proof electrical equipment or take effective explosion-proof technical measures; The installation and use of one safety equipment did not meet the national standards (combustible gas detection alarm was not set at the easy leakage point of steam generator biogas, and emergency automatic shut-off valve was not set at the main inlet pipe of natural gas and biogas).
