Wanhua Chemical Group’s Subsidiary Acquired Chematur Technologies AB
2019-08-02    [Source:PUdaily]
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PUdaily, Shanghai-- Wanhua Chemical’s board of directors and all the directors guarantee that this announcement does not contain any falsehoods, misleading statements or major omissions, and assumes joint and several liabilities for the authenticity, accuracy and completeness of the contents.
 
  Key points:
 
  · Wanhua Chemical (Hungary) Holding Co., Ltd., an overseas wholly-owned subsidiary of Wanhua Chemical Group Co., Ltd. (hereinafter referred to as "Wanhua Chemical"), has acquired a 100% stake in Chematur Technologies AB owned by Jilin Connell Investment Group Co., Ltd. (hereinafter referred to as "Connell") and European and American Energy Technology Co., Ltd. 
 The acquisition, worth RMB 925,445,229, is conditional.
 
  · This transaction is neither a related party transaction, nor a major asset restructuring. There is no major legal impediment to the completion of the transaction.
 
  · The acquisition does not need to be reviewed by the board of directors and the general meeting of shareholder, or approved by relevant government departments.
 
  · Risk alert: Chematur Technologies AB has proprietary MDI, TDI, hydrogen peroxide and biochemical technologies. 
 
 
    After the completion of the acquisition, its business scope may change. Thus, there is a risk of fluctuations in the company’s revenue.
 

  Exchange rate:US$ 1=6.8747 RMB

  1. Profile of counterparties
 
  (1) Jilin Connell Investment Group Co., Ltd.
 
  Nature of the enterprise: private limited liability company
 
  Domicile: No.480, Jigu Road, Jilin Economic and Technological Development Zone, Jilin City (Room 307, Multi-functional Building, Provincial Chemical Entrepreneurship and Incubation Park) 
 
  Scope of business: making investment with its own funds
 
  (2) European and American Energy Technology Co., Ltd.
 
  Nature of the enterprise: private limited liability company
 
  Domicile: Cheong Tai Commercial Bilding 66 Wing Lok Street Sheung Wan, Hong Kong
 
  Scope of business: making investment to control the majority of shares
 
  2. profile of object of transaction
 
  Company name: Chematur Technologies AB
 
  Nature of the enterprise: private company limited by shares
 
  Business address:Baggngsvgen 43, 69146, Karlskoga
 
  Number of shares issued: 3,000
 
  Main business operations: the Company is specialized in technology development, technology licensing, engineering design and technical consulting services related to technology licensing, etc. It has proprietary MDI, TDI, hydrogen peroxide and biochemical technologies.
 
  Shareholding: Chematur Technologies AB has a 100% stake in Chematur Engineering AB, a 51% stake in Hangzhou Zhekai Engineering Technology Co. Ltd. and a 25% stake in IBI Chematur (Engineering & Consultancy) Ltd.
 
  Key financial indicators:
 
  Financial data for 2018 have been audited by Deloitte AB.
 
  Note: financial indicators in the balance sheet are calculated using the central parity rate on December 31, 2018 (1 RMB =1.3134 SEK). Those in the income statement are calculated using the average exchange rate for 2018 (1 RMB =1.3156 SEK).
 
  3. Main content of the acquisition agreement
 
  (1). Share Transfer
 
  Jilin Connell Investment Group Co. Ltd. transferred its 2,250 shares (stock number: No.1-2250, accounting for 75% of the total issued shares) in Chematur Technologies AB and European and American Energy Technology Co., Ltd. transferred its 750 shares (stock number: No.2251-3000, accounting for 25% of the total issued shares) in the company to Wanhua Chemical (Hungary) Holding Co. Ltd.
 
  (2). Value of the agreement
 
  The total shares transferred are worth about RMB 925,445,229.
 
  (3). Method of payment
 
  The payment will be made in installments. The initial down payment will be made within 10 working days from the date of completion of stock transfer. The residual payment will be made once the conditions stipulated in the contract are met.
 
  According to the agreement, the counterparty Connell should fulfill the following obligations: By adjusting the shareholding structure of Fujian Connell Polyurethane Co.,Ltd., it should achieve the shareholding ratios of 80% for Wanhua Chemical and 20% for Connell.
 
  (note:With a registered capital of 2.8 billion yuan, Fujian Connell Polyurethane Co., Ltd. was established on December 01, 2017. Its domicile is the 2nd floor of Port Service Center Building, Gangqian Road, Jiangyin Industrial Complex, Fuqing City, Fuzhou Municipality, Fujian Province. The company’s shareholders include Connell, Fujian Petrochemical Group Co., Ltd. and Fuzhou State-owned Assets Investment Development Group Co., Ltd., holding 55%, 25% and 20% stakes, respectively.)
 
  At present, both sides are negotiating the issues involved in Connell's fulfillment of the above obligation. The company will perform relevant decision-making procedures and information disclosure obligations in a timely manner according to the progress in negotiation.
 
  (4) Dispute resolution
 
  The Equity Transfer Agreement is governed by Swedish law. Any dispute between the two parties that cannot be settled through negotiation shall be submitted to the United Nations Commission on International Trade Law in Vienna, Austria for arbitration.
 
  Wanhua Chemical has no relationship with the counterparties and the object of the acquisition in property rights, business, assets, creditor's rights and debts, personnel, etc.
 
  4. Purpose of the acquisition and its impact on the listed company
 
  Chematur Technologies AB is specialized in technology development, technology licensing, engineering design and technical consulting services related to technology licensing, etc. The purpose of this acquisition is to improve Wanhua Chemical's R&D capabilities in Europe and enhance the company's global competitiveness.
 
  After the completion of the transaction, Chematur Technologies AB will become a wholly-owned subsidiary of Wanhua Chemical and will be included in the company's consolidated statement.
 
  5. Risk analysis
 
  (1). Chematur Technologies AB's main business is technology transfer. After the completion of the acquisition, its business scope may change. Thus, there is a risk of fluctuations in the company’s revenue.
 
  (2). Chematur Technologies AB's main business is significantly impacted by technology transfer and licensing cooperation projects. Therefore, revenue may vary greatly in different operating periods and thus there is a risk of operating fluctuation.

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