Securities code: Hubei Kailong Chemical Group Co.Ltd(002783) securities abbreviation: Hubei Kailong Chemical Group Co.Ltd(002783) Announcement No.: 2022032 Hubei Kailong Chemical Group Co.Ltd(002783)
Announcement on the proposed purchase of part of the equity of Maxim chemical (Shandong) Co., 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.
Hubei Kailong Chemical Group Co.Ltd(002783) (hereinafter referred to as "the company") held the 13th meeting of the 8th board of directors on April 30, 2022, deliberated and adopted the proposal on the proposed purchase of part of the equity of Maxim chemical (Shandong) Co., Ltd., and the relevant matters are hereby announced as follows:
1、 Overview of transactions
In order to further expand the production scale of civil blasting materials of the company, through communication and negotiation with marksam International Co., Ltd. (hereinafter referred to as "marksam"), the controlling party of Maxim chemical (Shandong) Co., Ltd. (hereinafter referred to as "maxim" or "target company"), Hubei Kailong Chemical Group Co.Ltd(002783) (hereinafter referred to as "the company" or " Hubei Kailong Chemical Group Co.Ltd(002783) ") intends to transfer 5672518% equity of Maxim held by marksam (according to the articles of association of Maxim, marksam actually holds 51.1% equity of Maxim, hereinafter referred to as "the underlying equity"). The transaction price is determined by all parties through negotiation and is expected to be no more than RMB 90 million, According to the exchange rate of 7.19 yuan on the negotiation day, it is expected that it will not exceed 1251738525 euros after conversion.
This transaction is not a related party transaction or a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies. It can be implemented after being approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
Company name: maxamcorp international, s.l
Registered address: avda de Partenon 16, Madrid, 28042, Spain；
Maxamcorp international, s.l. is a private limited liability company established in Spain. Its headquarters is located in Avenida del parten ó n16, 5th floor, Campo delas Naciones 28042, Madrid, Spain. It is officially registered in the Madrid Business Registry. The Spanish tax number is b-84967587 and the registered capital is 503010 euros. The shareholder of maxamcorp international, s.l. is maxamcorp holding, s.l., which directly and indirectly holds all the equity of maxamcorp international, s.l. Maxamcorporation, s.l. has no actual controller holding more than 10% interest. Maxamcorp holding, s.l. (i.e. the seller's shareholder) is a leading enterprise in the global civil explosion industry, with 6000 employees, investment in about 100 companies, and products sold to more than 100 countries.
The board of directors of the enterprise is composed of three directors, of which Juan Carlos Garc í a Luj á n. of Spanish nationality is the chairman. Maxamcorporate national, s.l. and its subsidiaries are engaged in the civil blasting industry (mining, mining and public infrastructure construction), including the production and sales of explosives and initiation systems and related blasting services.
3、 Basic information of the transaction object
(I) basic information
Company name: Maxim chemical (Shandong) Co., Ltd
Address: the gully in the west of laoqiuyu, 6 kilometers west of Pingyi County, Linyi City, Shandong Province
Legal representative: Garcia Luan Juan Carlos
Registered capital of the company: 61524708 euros
Company type: limited liability company (Sino foreign cooperation)
Unified social credit Code: 91371 Hengxin Shambala Culture Co.Ltd(300081) 79899xy
Business scope: Production: detonator detonator, industrial electric detonator, plastic detonator, water gel explosive (only for export). (the term of validity shall be subject to the license) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Maxim holds the production license for civil explosives (No.: MB Sheng Xu Zheng Zi [082]) issued by the Ministry of industry and information technology, as follows:
Production variety annual production capacity measurement unit production address remarks
10000 tons of water gel explosive laoqiuyu village, Pingyi County, Linyi City, Shandong Province is only used for export
20 million industrial electric detonators were sent to Lao Qiu Yu Cun, Pingyi County, Linyi City, Shandong Province
Detonator detonators 40 million times, laoqiuyu village, Pingyi County, Linyi City, Shandong Province
Plastic detonating tube 120 million meters old Qiu Yu Cun, Pingyi County, Linyi City, Shandong Province
Due to the impact of the novel coronavirus epidemic and the market environment, Maxim stopped its production and operation in March 2020. Since then, the relevant production, operation and management personnel of the company have successively resigned or dismissed. Up to now, Maxim's production and operation is completely at a standstill, and the above production license it holds has not obtained the safety production license issued by the competent department of industry in Shandong Province.
(II) major shareholders
Unit: 10000 euros
No. name of shareholder contribution proportion of capital contribution proportion of equity
1 marksam International Limited 34900000 56.73% 51.10%
2 Shandong Tianbao Chemical Co., Ltd. 26614394 43.26% 38.90%
3 Weihai yuboqiang Investment Co., Ltd. 1.0314 0.02% 10.00%
Subtotal 61524708 100.00% 100.00%
(III) main financial data of Maxim in the latest year
Unit: RMB 10000
March 31, 2022 December 31, 2021
Total assets 45307914866983
Accounts receivable 38.59 40.51
Total liabilities 11849191067291
Owner's equity 36861883799692
January to March 2022
Operating income --
Operating profit -113509 -3.22
Net profit -113504 33.24
Note: the above data has not been audited.
(IV) relationship with the company
The company holds 38.9% of the equity of the company through its holding subsidiary Shandong Tianbao Chemical Co., Ltd. (V) Maxim was listed as a dishonest executor by the relevant court on November 19, 2021 and February 17, 2022 because he failed to pay the relevant creditors as scheduled in accordance with the court's judgment to pay off his debts, and the amount of the above outstanding debts was about RMB 184257675;
(VI) Maxim does not provide financial assistance to others.
(VII) according to the information provided by Maxim, Maxim has not provided guarantee for others up to now.
4、 Main contents of the transaction agreement
(I) transaction amount and payment method
The company plans to acquire 51.10% of Maxim's equity held by marksam with its own funds, and the transaction amount is expected to be no more than 90 million yuan, which is expected to be no more than 1251738525 euros after conversion according to the exchange rate of 7.19 yuan on the negotiation day. Maxim and other shareholders voluntarily give up the right of preemption.
The above equity purchase price shall be paid in two installments. The first amount shall be paid 152990264 euros to the regulatory account jointly established by the company and marksam on the delivery date, and shall be released from the regulatory account to marksam's bank account immediately after the registration, foreign exchange registration and tax declaration of the municipal supervision Bureau involved in the subject equity transfer are completed; The second payment shall be paid to marksam in the amount of 1098748261 euros on the first anniversary of the effective date of the equity transfer agreement.
In order to facilitate the implementation of this equity transaction, the company plans to open a bank account in Chengdu Branch of JPMorgan Chase Bank (China) Co., Ltd., sign a tripartite supervision agreement with marksam and Chengdu Branch of JPMorgan Chase Bank (China) Co., Ltd., and use the above opened bank account for the payment of the first equity transfer of this equity transaction. The board of directors of the company authorizes the chairman to sign the supervision agreement and any necessary or proposed documents related to the supervision account.
After the acquisition, Maxim's equity structure is as follows:
Unit: 10000 euros
No. name of shareholder contribution proportion of capital contribution proportion of equity
1 Hubei Kailong Chemical Group Co.Ltd(002783) 3,4900000 56.73% 51.10%
2 Shandong Tianbao Chemical Co., Ltd. 26614394 43.26% 38.90%
3 Weihai yuboqiang Investment Co., Ltd. 1.0314 0.02% 10.00%
Subtotal 61524708 100.00% 100.00%
(II) pricing policy and basis of this transaction
According to the appraisal project on the value of all shareholders' equity of Maxim chemical (Shandong) Co., Ltd. involved in Hubei Kailong Chemical Group Co.Ltd(002783) proposed equity acquisition (Zhonglian pingbao Zi [2022] No. 1165) issued by Hubei Zhonglian Assets Appraisal Co., Ltd., the value of all shareholders' equity of Maxim on the benchmark date is 177272400 yuan. The price of this acquisition transaction is based on the above-mentioned evaluation value. It is estimated that it will not exceed 90 million yuan after negotiation by all parties. After conversion according to the exchange rate of 7.19 yuan on the date of negotiation, it is estimated that it will not exceed 1251738525 euros.
(III) other important transactions and matters
As of the date of this announcement, the debt of the subject company to be paid off to marksam totaled 1521033015 euros. After communication with marksam, the subject company sold its detonator production equipment to marksam, and the transfer price was evaluated and confirmed as 1242868898 euros, which was offset by the debt of 1242868898 euros in the debt of the subject company to be paid off to marksam, The remaining debt of 278164117 euros will be repaid by the subject company in cash within one year. In this regard, the company will provide loans to the subject company or take other measures to facilitate its repayment of debts to marksam. At the same time, the company agrees to take all necessary actions to ensure that the subject company pays off its debts to marksam. If the subject company fails to pay off marksam's debts in full and on time for any reason, the company will compensate marksam for all losses.
5、 Purpose of acquisition, existing risks and impact on the company
The equity acquisition of the company is to seize the development opportunity of the industry and expand the production capacity of civil explosives. Through this transaction, the production capacity of industrial explosives of the company is increased by 10000 tons and the production capacity of industrial detonators is increased
