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Recently, Juhua Co.
, Ltd.
issued an announcement stating: Because it is difficult for both parties to reach an agreement on the core terms of the transaction plan in the short term, the company has decided to terminate the major asset restructuring matters, and will hold an investor statement on the termination of major asset restructuring matters on June 17, 2021.
Yes
.
I.
Basic information and progress of this major asset restructuring
On September 18, 2020, Juhua and its counterparty, Juhua Investment, signed a framework agreement, stipulating that the company intends to purchase 20% of the equity of Zhejiang Petrochemical held by Juhua Investment by issuing shares and paying cash
.
According to the announcement at the time, the top three shareholders of Zhejiang Petrochemical, Rongsheng Petrochemical, Juhua Investment, and Zhejiang Tongkun Investment Co.
, Ltd.
held 51%, 20%, and 20% of the shares respectively
.
It is understood that the target company Zhejiang Petrochemical is mainly engaged in petroleum refining.
After its "40 million tons/year refining and chemical integration project" is completed, it will mainly produce 40 million tons/year of oil refining, 10.
4 million tons/year of aromatics, and 2.
8 million tons of ethylene products.
/ year, the refinery production capacity will rank first in China and the top five in the world, and the process routes and technical equipment will reach the world's advanced level
.
vinyl
It is reported that after the completion of the "40 million tons/year refining and chemical integration project" of Zhejiang Petrochemical, it is expected that the average annual operating income will be 190.
566 billion yuan, and the net profit will be 18.
159 billion yuan.
The project is expected to achieve good economic benefits
.
On June 10, 2021, the company and the counterparty Zhejiang Juhua Investment Co.
, Ltd.
signed the "Termination Agreement on the Framework Agreement on the Issuance of Shares by Zhejiang Juhua Co.
, Ltd.
to Zhejiang Juhua Investment Co.
, Ltd.
and Payment of Cash to Purchase Assets".
"The "Framework Agreement" signed by the two parties on October 12, 2020 shall be terminated as of the date of entry into force of this agreement.
After the termination
of the "Framework Agreement", all terms of the agreement shall no longer be legally binding on both parties, and neither party has the right to make any claim or claim against the other party pursuant to this agreement, regardless of whether the act on which the claim or claim is based occurred before or after the signing of
the Framework Agreement.
2.
Reasons for terminating this major asset restructuring
Due to the large scale of assets and wide verification scope of the target company involved in this restructuring, and the impact of the new coronavirus pneumonia epidemic and related prevention and control work arrangements carried out by intermediaries in the audit, assessment, and on-site due diligence of the target company, this restructuring The relevant working hours involved have been extended, and the company failed to issue a notice of the general meeting of shareholders to review the reorganization within the specified time
.
Based on the above reasons, it is difficult for both parties to reach an agreement on the core terms of the transaction plan in the short term.
At this stage, the conditions for continuing to advance this restructuring are still immature and there are great uncertainties
.
It is understood that Juhua Co.
, Ltd.
has a complete fluorine chemical industry chain, and related businesses are in the leading position in China.
Among them, fluorine refrigerants are in the global leading position, and the leading products have great influence in Zhejiang and surrounding areas
.
In 2020, the total operating income of Juhua Co.
, Ltd.
was 16.
054 billion yuan, a year-on-year decrease of 0.
09%; the net profit attributable to shareholders of the parent company was 95.
3752 million yuan, a year-on-year decrease of 89.
39%
.
In the first quarter of this year, the total operating income was 3.
6 billion, a year-on-year increase of 3.
2%; the net profit attributable to the parent was 11.
838 million, a year-on-year increase of 11.
6%
.
