Stock Code: 600309 Stock Abbreviation: Wanhua Chemical Announcement Number: Lin 2019-82
Wanhua Chemical Group Co., Ltd. About
Announcement on Acquisition of 51% Equity of Fujian Cornell Polyurethane Co., Ltd.
The company’s board of directors and all directors guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
Wanhua Chemical Group Co., Ltd. (hereinafter referred to as “Wanhua Chemical” and “the buyer”) acquired Cornell Chemical Industry Co., Ltd. (hereinafter referred to as “Cornell Chemical” and “seller”) at zero yuan Fujian Cornell Polyurethane Co., Ltd. (hereinafter referred to as “Fujian Cornell” and “Target Company”) has 51% equity (the paid-in capital contribution of each shareholder of Fujian Cornell is zero). Complete equity delivery.
●This transaction does not constitute a related transaction, does not constitute a major asset restructuring, and there is no major legal obstacle.
●This acquisition has been reviewed and approved at the seventh meeting of the company’s seventh board of directors in 2019, and does not need to be reviewed by the general meeting of shareholders.
●Special Risk Reminder: This acquisition is in line with the company’s development strategic plan and has been fully analyzed, but it may still face risks brought about by uncertain factors in various aspects such as market, operation, and management, and resource integration may not meet expectations risk of effect. After the acquisition of the target company by Wanhua Chemical, the company will perform corresponding decision-making approval procedures and information disclosure obligations according to the progress and investment amount of the target company’s specific investment projects, scale and investment amount.
1. Transaction overview
(1) Basic information on the acquisition of equity
On August 25, 2019, the buyer and the seller signed the equity transfer agreement. Cornell Chemical transferred its 51% equity of the target company to Wanhua Chemical at a price of zero yuan. Equity delivery will be completed within working days. On the signing date of the agreement, the paid-in capital contribution of each shareholder of Fujian Cornell was zero yuan, and the book net assets were zero yuan.
(2) This equity acquisition has been reviewed and approved at the seventh meeting of the company’s seventh board of directors in 2019, and does not need to be reviewed by the general meeting of shareholders.
(3) This equity acquisition is not a related party transaction or a major asset reorganization.
Second, the basic situation of the counterparty
(1) Basic situation
Company Name: Cornell Chemical Industry Co., Ltd.
Nature of enterprise: Limited by Share Ltd (Taiwan, Hong Kong, Macao and domestic joint venture, unlisted)
Registered place: No. 245, Kunlun Street, Jilin Economic and Technological Development Zone, Jilin City
Legal representative: Song Zhiping
Registered capital: RMB 585.589 million
Business scope: aniline, nitrobenzene, hydrogen, oxygen (compression), oxygen (liquefaction) production, nitrogen (compression), Production of nitrogen (liquefied), compressed air, liquid ammonia (liquid anhydrous ammonia), and nitric acid; wholesale of building materials (excluding wood) and steel; wholesale of methanol and potassium permanganate without storage (if the state has special monopoly regulations, follow the regulations ; if it involves industry licensing, it shall operate with approval documents and certificates). (Projects subject to approval according to law can only be operated after approval by relevant departments)
(2) The ownership structure of Cornell Chemical
(3) Overview of Cornell Chemistry
Cornell Chemical Industry Co., Ltd. is a large-scale chemical production enterprise located in Jilin Economic and Technological Development Zone, a state-level development zone. Established on November 23, 2006, the company has become a major aniline supplier.
The company has an annual output of 480,000 tons of nitrobenzene, 360,000 tons of aniline, 370,000 tons of nitric acid, 80,000 tons of synthetic ammonia and Coal-to-synthesis gas, air separation and other major production units are also built with complete public engineering systems such as gas boilers, sewage treatment, special railway lines, raw material and finished product tank farms.
(4) As of December 31, 2018, Cornell Chemical had total assets of 9.346 billion yuan and net assets of 2.941 billion yuan. In 2018, the operating income was 614 million yuan and the net profit was 32 million yuan.
(5) There is no relationship between Cornell Chemical and Wanhua Chemical in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
Three�’s holding subsidiary, and included in the scope of the company’s consolidated statements.
Since Fujian Cornell will still be in the pre-construction stage of the project in the short term, this acquisition has little impact on the company’s current financial situation. In the next few years, with the construction and commissioning of related projects, it will be beneficial for the company to optimize its industrial layout and further enhance its core competitiveness.
(3) The impact of this transaction on the company’s share capital structure
This transaction is Wanhua Chemical’s acquisition of the target company’s equity held by the counterparty at a price of zero yuan, which does not involve the issuance of shares and will not affect the company’s share capital structure.
(4) This transaction does not constitute a related transaction or a major asset restructuring
According to the relevant provisions of the “Guidelines for the Implementation of Related Transactions of Listed Companies on the Shanghai Stock Exchange” and the “Stock Listing Rules on the Shanghai Stock Exchange”, this transaction does not constitute a related transaction or a major asset restructuring.
Seven, the risk analysis of this acquisition
(1) This acquisition is in line with the company’s development strategic plan and has been fully analyzed, but it may still face risks brought about by uncertain factors in various aspects such as market, operation, and management, as well as resource integration that fails to achieve the expected results risk.
The company will continue to strengthen the establishment and operation of internal control and risk prevention mechanisms, strengthen risk management and control, constantly adjust policies according to market changes and business requirements, actively promote project construction, and promote the stable development of newly acquired companies.
(2) The company will perform its information disclosure obligations in a timely manner according to the progress of relevant matters. The media designated by the company for information disclosure are “China Securities Journal”, “Shanghai Securities News”, “Securities Times”, “Securities Daily” and the website of Shanghai Stock Exchange (www. .sse.com.cn), all the information of the company is subject to the announcement published in the above media, please pay attention to risks.
VIII. Attachments to Internet Announcement
Fujian Cornell’s annual financial statements
Announcement hereby.
Board of Directors of Wanhua Chemical Group Co., Ltd.
August 29, 2019
●Reporting documents
(1) Equity transfer agreement
(2) Resolution of the seventh meeting of the seventh board of directors of Wanhua Chemical in 2019
Securities code: 600309 Securities abbreviation: Wanhua Chemical Announcement number: Lin 2019-83
Wanhua Chemical Group Co., Ltd.
Announcement on MDI prices in China in September 2019
The company’s board of directors and all directors guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Since September 2019, the listing price of polymerized MDI in the distribution market of Wanhua Chemical Group Co., Ltd. in China is 15,500 yuan/ton ( 500 yuan/ton higher than the price in August), and the listed price in the direct selling market is 15,500 yuan/ton (500 yuan/ton higher than the price in August); Pure MDIThe listed price is 21,700 yuan/ton (1,000 yuan/ton higher than the price in August).
This price is only the company’s listing guide price, and the actual transaction price is different from the listing guide price. Investors are reminded to pay attention to investment risks.
Announcement hereby.
Wanhua Chemical Group Co., Ltd.
August 29, 2019
Securities Code: 600309 Securities Abbreviation: Wanhua Chemical Announcement Number: Lin 2019-81
Wanhua Chemical Group Co., Ltd.
Announcement on Resolutions of the Seventh Meeting of the Seventh Board of Directors in 2019
The company’s board of directors and all directors guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
●All directors of the company attended the meeting.
1. The meeting of the board of directors
(1) The convening of this meeting of the board of directors complies with the provisions of relevant laws, administrative regulations, departmental rules, regulatory documents and the company’s articles of association.
(2) On August 25, 2019, the board of directors issued the notice and materials of the board meeting by means of electronic communication.
(3) The board meeting was held on August 27, 2019 by means of communication voting.
(4) There were 11 directors who were supposed to attend the meeting of the board of directors, and 11 directors actually attended the meeting.
(5) The meeting was chaired by Mr. Liao Zengtai, the chairman of the company, and the company’s supervisors attended the meeting.
2. The deliberations of the board meeting
(1) The “Proposal on the Acquisition of Fujian Cornell Polyurethane Co., Ltd.” was reviewed and approved, with 11 votes in favor, 0 votes against, and 0 abstentions;
For details, please refer to the Lin No. 2019-82 announcement disclosed by the company on the same day.
3. Documents for reference
Resolution of the Seventh Meeting of the Seventh Board of Directors of Wanhua Chemical Group Co., Ltd. in 2019
Announcement hereby.
Board of Directors of Wanhua Chemical Group Co., Ltd.
August 29, 2019
(5) The meeting was chaired by Mr. Liao Zengtai, chairman of the company, and the company’s supervisors attended the meeting.
2. The deliberations of the board meeting
(1) The “Proposal on the Acquisition of Fujian Cornell Polyurethane Co., Ltd.” was reviewed and approved, with 11 votes in favor, 0 votes against, and 0 abstentions;
For details, please refer to the Lin No. 2019-82 announcement disclosed by the company on the same day.
3. Documents for reference
Resolution of the Seventh Meeting of the Seventh Board of Directors of Wanhua Chemical Group Co., Ltd. in 2019
Announcement hereby.
Board of Directors of Wanhua Chemical Group Co., Ltd.
August 29, 2019
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