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Copper Tube Information

Company dynamics

auddict master brass tubas v1 1

author:MF manufacturerstime:2022-03-11 05:24:52

auddict master brass tubas v1 1

Securities code:002203 Securities abbreviation:Hai Ling shares Announcement number:2019-006

Zhejiang Hairiang Co., Ltd.KME Germany GmbH & Co. KGAnnouncement of the copper alloy rod and copper tube business

The company and all members of the board guarantee the true content of the announcement、Accurate and complete,And the false record in the announcement、Mistortion statement or major omission is responsible。

important hint:

1、this time《Equity Assets Purchase Agreement》Do not involve associated transactions,Do not constitute《Listed company major asset restructuring management measures》Regulated major asset restructuring。

(auddict master brass tubas v1 1)2、this time《Equity Assets Purchase Agreement》Relevant motions have been considered through the 31st meeting of the 6th Board of Directors,Still need to be submitted2019The first temporary shareholders meeting。

one、Background and purpose of this transaction

(one)Output Hai Ling Shares in the management and technology,Continuously enhance the company's profitability。

(auddict master brass tubas v1 1)Zhejiang Hailiang Co., Ltd.(Hereinafter referred to as“Hai Ling shares”or“company”)Adhere to the robust business philosophy,Strengthen comprehensive risk management,Have a leading refinement and cost management capabilities,Innovation、Achieve significant results,Key business、Financial indicators lead global counterparts,For the global copper processing industry“Benchmark”。2013year—2018year,Company sales、Sales income and the net profit composite growth rate of the hometributive company have reached26.67%、25.31%and26.08%,Increase far exceeds the global copper tube market consumption growth(according toIWCCData provided,2013year—2018New Year's Global Copper Tube Market Consumption Composite Growth3.09%)。

recent years,Company acquisitionJMF、Norda and Chengdu Bead and other peers,Continuously target company output refined management and preparation technology,Rapid growth in sales and profitability。Take the three plants of the nasalousur European Nolda under the Global Connecting Process.,The company uses management integration and upgrading to its production line.,A substantial increase in productivity and operating efficiency,2018The three factories achieve sales7.89Tens of tons,Growth62.22%;Realize net profit9202.23Ten thousand yuan,Growth88.83%,Get a rich return。(This article2018Nothing financial data has not been audited)

After the merger is completed,Company and M & A standards can be realized technology sharing,Accelerate refined management experience and output,Continuously improve the operational efficiency of the acquisition mark,Quickly enhance the company's profitability。

(two)Can fully utilizeKMEBrand influence,Rapid to improve the company's market share。

Europe is an important and quite mature copper-plus project manufacturing area and consumer market worldwide,Copper processing has a very broad application in Europe,Especially in high-end equipment、Precision instruments and other industries have a large demand,Aerospace、car、Mechanical equipment、Electrical and electronics and other fields。KME Germany GmbH & Co. KG(Hereinafter referred to as“KME”)Leadership-level enterprises for the global copper processing industry,Good production、Operating and profitability,Branch asset covers Germany、Italy、France、Copper tubes in Spain and other countries、Copper bar factory,The main customers are concentrated in Italy、European countries such as Germany and France,Occupational dominance in the European high-end copper alloy rod market,Market share is about17%。

After this acquisition is completed,Companies can get high-grade copper alloy rod manufacturing technology,Grab the European high-end copper alloy rod market,UseKMEBrand expands the European high-end market,Rapid to improve market share。

two、Overview of this transaction

In2019year1moon28DayKMEsigned《Share Asset Purchase Agreement》(Hereinafter referred to as“Equity Assets Purchase Agreement”or“protocol”) ,AcquisitionKabelmetal Messing Beteiligungsges mbH(Hereinafter referred to as”KMMB”),KME Brass Germany GmbH(Hereinafter referred to as“KBG”),KME Brass Italy SpA(Hereinafter referred to as“KBI”),KME Brass France SAS(Hereinafter referred to as“KBF”),Ibertubos S.A.U(Hereinafter referred to as“Ibertubos”)Waiting for five companies100%Equity and acquisition of Germany through asset transactionsMendenFactory copper pipe business and copper tube business related assets(Hereinafter“Target business”)。The initial transaction amount of this acquisition is1.19Billion euro,The final transaction amount is determined according to the change of the daily net asset changes and operational capital adjustment。

three、Trading opponent

Company Name:KME Germany GmbH & Co. KG

Registration:Osnabruck,Germany

KMEThe company is one of the world's largest copper and copper alloy product manufacturers,Have a good reputation in the global copper and copper alloy processing market。

Four、Basic situation of target business

2017year,Target business copper alloy rod capacity280,000Ton,Sell154,006Ton;Copper pipe production capacity52,000Ton,Sell37,108Ton。

Specific target business situation:

1、Kabelmetal Messing Beteiligungsges mbHof100%Equity

Company Name:Kabelmetal Messing Beteiligungsges mbH

Registration:Germany Osnabruck

Company registration code:HR B 207649

Main business:German property company,holdKBGFactory land and property。The company has no substantive business activities。

2、KME Brass Germany GmbHof100%Equity

Company Name:KME Brass Germany GmbH

Registration:Germany Osnabruck

Company registration code:HR B 21736

Main business:The company is mainly responsible for copper alloy rod products,Such as:All kinds of brass rods、Brass air tube、Brass line, etc., manufactures and sales of other metal products。

3、KME Brass France SASof100%Equity

(auddict master brass tubas v1 1)Company Name:KME Brass France SAS

(auddict master brass tubas v1 1)Registration:Nantai, France

(auddict master brass tubas v1 1)Company registration code:410 217 640 R.C.S.

Main business:The company is mainly responsibleKMEProduction and sales of copper alloy rod products in France。

4、KME Brass Italy SpAof100%Equity

Company Name:KME Brass Italy SpA

Registration:Florence, Italy

Company registration code:05543980485

Main business:The company is mainly responsibleKMEProduction and sales of copper alloy rod products in Italy;The main products include copper and brass rolling products。

5、Ibertubos S.A.Uof100%Equity

Company Name:Ibertubos S.A.U

(auddict master brass tubas v1 1)Registration:Barcelona, Spain;

Company registration code:A08210692

Main business:The company is mainly responsibleKMEProduction of capillary products、Sales and processing services。

6、MendenAll assets of the factory

Asset location:German Gateng

Main business:One of the copper tube products production base,The main functions are the production of copper tubes applied to industrial and pipe products.、Sales and processing services。Its products include a variety of brands of copper series,Can fully meet the special needs of customers。

(auddict master brass tubas v1 1)7、The equity structure of the target business is as follows:

8、Target business overall financial situation

(auddict master brass tubas v1 1)Target business in the past one year(merge)The main financial data is as follows:(unit:Thousand yuan/EUR)

(auddict master brass tubas v1 1)■

The equity and assets of the target business are incomparable.,Merge valuation by the merged simulated financial statements。Target business2017Year2018year6moon30Daily financial dataKMECompany offering,Financial adviser Pu Huayong Consulting(Shenzhen)Co., Ltd.。

Fives、Main content of equity purchase agreement

(auddict master brass tubas v1 1)Equity Purchase Agreement for English Contract,The following is for reference only,The final content of the agreement is based on the official contract of English.。

Buy and sell both sides and guarantors:

(auddict master brass tubas v1 1)buyer:Hailiang Germany GmbH(“Hai Liang Germany”)as well asHailiang Netherlands Holding B.V.(“Height Netherlands”),Zhejiang Hairiang Co., Ltd. is two special destination companies set up for this trading

Seller: KME Germany GmbH & Co. KG

guarantor:Zhejiang Hailiang Co., Ltd.,The guarantor will guarantee the buyer to fulfill its obligations under the agreement.。

(auddict master brass tubas v1 1)target company:

(1)KME Ibertubos S.A.U. ,A shareholding company established in Spain(Hereinafter referred to as“Spain”);

(2)KME Brass Germany GmbH,A limited liability company established in Germany(Hereinafter referred to as“German brass company”);

(3)Kabelmetal Messing Beteiligungsges mbH,A limited liability company established in Germany(Hereinafter referred to as“German real estate company”,Compliance with German brass company“German target company”);

(4)KME Brass Italy SpA,A company set up in Italy(Hereinafter referred to as“Italian company”);as well as

(5)KME Brass France SAS,A company established in France(Hereinafter referred to as“French company”)。

The above collective target company。

Target asset:

SellerMendenFactory for German copper pipe business(Hereinafter referred to as“German copper pipe business”)Or assets related to German copper pipe business, Including but not limited to real estate,movable property,intellectual property,accounts receivable,in stock,Transferable license, etc.。

also,The buyer also needs to accept all employees related to the German copper pipe business and legal responsibility related to employee.(Including pension responsibility)。

1. Amount of the transaction

(1)Transaction amount paying to the seller to the seller:

Completion《protocol》Under the premise of the delivery conditions,The buyer shall exchange the account to the seller to the seller in the delivery date.:

Equity asset acquisition amount(which is119,000,000EUR) +/- The estimated amount of metal adjustment +/- The estimated amount of delivery daily net assets

(2)Other amount payable by the delivery day:

In delivery date,Buyer based on the target company's letter of credit protocol,Pay the credit certificate to the letter of credit

In delivery date,Buyer according to the principal contract of the target company,Pay the amount under the restoration of the restoration

(auddict master brass tubas v1 1)In delivery date,The buyer should also clear the company and the company between the company and the seller.。

(3)The estimated amount of metal adjustment amount and estimated delivery daily net asset adjustment will perform the final confirmation after delivery。If the final metal adjustment amount and the amount of delivery of the daily net asset adjustment are inconsistent with the estimated amount,Both sides will return less than the difference。

(auddict master brass tubas v1 1)2、Trading architecture

Selling Directive Hai Liang Germany sells all German copper management business and Germany target companies100%Equity;Selling Direction Heights, Hainan, selling Italian companies and Spain companies100%Equity。

(auddict master brass tubas v1 1)According to the requirements of French law,The seller will conduct a statutory consultation procedure with the French Company Employee Committee,Exercise it to Hai Liang Netherlands sell French companies100%Right to equity。

3、Assignment

Prerequisites for fulfilling their respective delivery obligations include:

(1)This transaction passes the German foreign-funded M & A safety review;as well as

(auddict master brass tubas v1 1)(2)The seller has delivered a proof document to the buyer's payment company guarantee will be completely released in the delivery day.。

For the above prerequisites,The buyer has the right to exempt the second one,Buying and selling all parties can agree to the first one。

4、Deliver

Be in addition to《protocol》First11The prerequisites specified in the rules are all satisfied or exempt from the exempted date of delivery or other dates which agree to pay in writing.。During the date of delivery“Deliver”。

(auddict master brass tubas v1 1)Expected delivery date:

(1)If the aforementioned prerequisites are all satisfied or exempted2019year2moon22Day before or on the same day,Then expect the delivery date to2019year2moon28day;

(2)If the aforementioned prerequisites are all satisfied or exempt(i)Occur2019year2moon22After the day but2019year3moon25Day before or on the same day or(ii)Buy and sell2019year2moon22Notice of delay expected delivery days before or on the same day,Then expect the delivery date to2019year3moon31day;or

(auddict master brass tubas v1 1)(3) 3After the month,It is expected that the delivery date is all prerequisite for the foregoing or exempt from being exempted.5The last day of the month。

5、Agreement termination

Appearance,Buying and selling all parties have the right to be in the following(Hereinafter referred to as“Termination event”)Terminate this Agreement:

(auddict master brass tubas v1 1)(1)If the delivery condition is not《protocol》Sign from the date of signing7The other date limited to other days of consent in months or buying and sellers is fully satisfied or exempted.,The buyer or seller has the right to terminate this agreement without notifying the other party.,Unless the aforementioned is not satisfied or exempted is a substantive violation《protocol》Or no one's affiliate agreement;

(auddict master brass tubas v1 1)(2)If the buyer does not pay the initial trading price by the contract,The seller has the right to terminate this agreement without notifying the buyer.。

Legal consequence of contract termination

(1)If you have an exit event,《protocol》Be terminated,In the first1strip(Interpretation)、First13.2strip(Exit consequence)、First21.2strip(Confidentiality)、First22strip(Consider responsibility and guarantor's responsibility)First23strip(other conditions)Continue,The parties should continue to undertake the obligations under these clauses.。

(auddict master brass tubas v1 1)(2)If the buyer does not pay according to the contract, the original trading price will result in《protocol》termination,Buyer should《protocol》From the date of the end5Pay for the seller within a working day1,500Wan euro's breakup fee(“Break up”),However, because the seller has not prepared the delivery, the buyer has not paid the initial trading price on time.。Branch fees will be to exit events《protocol》The only relief。

exist《protocol》Sign day,The buyer will provide the seller to the Paris Bank and the New Zealand Bank Group.750Bank guarantee of Wan Euros,The bank guarantee will be a guarantee for a breakup fee.。

6、other

Jurisdiction law and dispute resolution:《protocol》Applicable German law。If there is any dispute,Show to the German Arbitration Center。Arbitration is Munich,Arbitration Language for English。

(auddict master brass tubas v1 1)six、This transaction affects the company's impact and risk factors

(one)This transaction impact on the company

1、Collaborative effect quickly enhances the company's profitability。

Although China has become the world's largest copper processing country,But every year still needs to import a large number of high-end copper processing materials,Especially high-end copper alloy,Copper alloy bar。The company acquired the world's leading high-end copper alloy bar manufacturing enterprise,Will make the company based on existing copper alloy processing technology capabilities,Further quickly enhance the company's technology research and development and manufacturing capabilities in high-end copper alloy products,Fill the market vacancies in domestic high-end copper alloy processing。

(auddict master brass tubas v1 1)After the merger,The company will fully integrate target business,Experience with the company's advanced copper processing enterprise business model and fine management experience,Rapid to improve the operational efficiency of the target business,Take a significant increase in the performance of the target business。

2、Concerned company capacity、Sales increase。

Currently,The company currently has Zhejiang、Shanghai、Anhui、Guangdong、Chongqing、Chengdu、Vietnam、Thailand and other production bases,And have been prepared for the construction of the United States production base。At the same time in Southeast Asia、Establish sales companies and offices in the Middle East and the United States,Companies globalization process。After this acquisition is completed,Company in China、Southeast Asia、America、Europe and other worldwide markets have manufacturing bases,Industrial layout is more reasonable,Express production capacity。The company will further integrate global production resources and sales resources.,Further optimize resource allocation,Improve operating efficiency,Accelerate the process of globalization。

3、Concern the company's core competitive products。

The company's acquisition is an unlaguable European copper rod manufacturing market leader.,Copper alloy capacity28Tens of tons,Have a comprehensive product portfolio and excellent brand reputation,In European high-end copper alloy bar applications,Aerospace、car、Mechanical equipment、Electrical and electronics have a wide range of customer groups。

The mergers and acquisitions will enable the company based on the leading businesses of the global copper pipe industry.,Rapid growth for the global copper rod industry。The company will be outside the leading global copper pipe industry in the future,Efforts to develop and lead the development of the global copper rod industry,Provided a broader market space for the company's future development。at the same time,The company's acquisition is a German copper pipe factory,The company will use this as an opportunity to expand the European copper tube market.,Quickly improve market share of company copper tubes in Europe。

(two)Risk factor

1、currency risk

(auddict master brass tubas v1 1)This transaction is settled in euro.,May be affected by exchange rate、Effect of RMB depreciation and other factors,Adverse effects such as increased transaction cost。

The company has established a complete exchange rate risk control system,Effective initiatives and experience with fluctuation of exchange rate fluctuations,And have verified in an event that has fluctuated significantly in multiple exchange rates,Effectively avoid the risk of exchange rates,Keep the company's stable performance growth and benign development。The company will make full use of financial derivative tools,According to the company《Foreign exchange risk management method》,Effectively avoid the risk of exchange rate。

2、Integrated risk

Different management systems with the company and the target company、company culture,The difficulty of management mode fusion may occur after mergers,And difficulties in cross-cultural management。These may have adverse effects on the integration of M & A completion.。

The company has experiencedJMF、M & A integration of projects such as Nolda,Accumulated integration experience in large number of overseas mergers and acquisitions。This time,The company's acquisition is the leader-level enterprise in the same industry.,Operation specification,And with the company's existing production management、Careful management model,Will benefit the effective integration of the company's target assets。

3、Target business performance fluctuation risk

Currently,Each target business、Asset production、Good operating conditions。But by a macroeconomic economy、Raw material price fluctuations、Regional political risks and other factors,Target business has a risk of performance fluctuations。

As the industry leader, the company has accumulated rich mergers and acquisitions and industry integration experiences.,Have strong and powerful risk pre-judgment and ability to prevent,Can effectively prevent the corresponding risk。Company before acquisition、IntegrationJMF、Nolda、After Chengdu Bade is subject to the subject,Give full play to the respective advantages of the goal business and the company,A good synergistic effect,Growth of the company's performance and M & A standards。

seven、Other arrangements for this transaction

1、This transaction does not involve other people's placement、Land lease, etc.;

2、The source of funding for this transaction is self-funded and/Self-raising funds;

3、This transaction does not involve the transfer of company equity transfer and high-level personnel changes,The company will not add new related parties because of this transaction.。

Eight、Independent directors

(auddict master brass tubas v1 1)The independent directors of the company agree:The company's acquisition target business will help the company further improve the brand competitiveness.,Quickly improve product production capacity,Accelerate globalization layout;Quickly expand the European market,Further enhance the company's market share and brand influence。After this acquisition is completed,Target business and company in the landscape industry synergies,Helps further enhance the company's profitability。This acquisition meets the company's strategic planning and development needs,Combine all shareholders' interests。This acquisition pricing is fair、Reasonable,There is no situation in which companies and shareholders' interests,Does not affect the company's independence。

Company Board of Directors in consideration《About acquisitionKME Germany GmbH & Co. KGProposal of the copper alloy rod and copper tube business》The voting process is in line with relevant laws、Regulation、Normative files and《company policy》Related regulations,There is no situation in which small shareholders' interest。

Check file:

1、Resolution of the 31st Conference of the 6th Board of Directors of Zhejiang Hailiang Co., Ltd.;

2、《Share Asset Purchase Agreement》;

3、Independent directors to acquireKME Germany GmbH & Co. KGIndependent opinions published by the announcement of the copper alloy rod and copper pipe business。

Special announcement

(auddict master brass tubas v1 1)Zhejiang Hailiang Co., Ltd.

Board of Directors

two○January 29, 19