1. Memorandum of Understanding on Asset Acquisition signed by Andaomai Co., Ltd. (hereinafter referred to as “Company”) and Jiangsu Huifeng Bio-Agriculture Co., Ltd. (hereinafter referred to as “Huifeng Shares”) (hereinafter referred to as “Memorandum”) The preliminary intention of the parties to the transaction on the potential acquisition (hereinafter referred to as "this acquisition" or "this transaction") is not legally binding. The formal implementation of the acquisition is still subject to due diligence, audit and evaluation results, and further negotiations and negotiations between the parties. Therefore, there is uncertainty in this acquisition.
2, as of thisannouncementOn the disclosure date, the company has not carried out due diligence, auditing, evaluation and other related work on the target assets. After the relevant work is completed, the company will perform necessary internal decision-making and external approval procedures according to the laws and regulations of the Shenzhen Stock Exchange Listing Rules and the Articles of Association, and perform the necessary internal decision-making and external approval procedures according to the specific conditions of the acquisition. Disclosure obligations.
3. The risks of this acquisition include but are not limited to the target asset valuation risk, the target asset profitability fluctuation risk, and the approval risk.
4. The acquisition is subject to the final decision of both parties to the transaction and the parties to the transaction have not signed a formal agreement, so signing the Memorandum will not affect the company's operations.PerformanceAnd the financial situation has a significant impact.
First, the transaction overview
The company intends to acquire assets related to the research and development, production, preparation, sales and marketing of agrochemicals or agrochemical intermediate products held or controlled by Huifeng Shares (hereinafter referred to as “target assets”).
On January 10, 2019, the company and Huifeng Co. signed the Memorandum on matters related to the acquisition.
This transaction will not constitute a major asset of a listed company.ReorganizationMajor asset restructuring as stipulated in the Administrative Measures.
Second, the basic situation of the counterparty
1, the basic situation
(1) Company Name: Jiangsu Huifeng Biological Agriculture Co., Ltd.
(2) Registered address: South of Wanggang Gate, Dafeng District, Yancheng City, Jiangsu Province
(3) Legal representative: Zhong Hangen
(4) Registered capital: RMB 150,747.5283 million
(5) Unified social credit code: 913209001407071551
(6) Business scope: planting of pesticides; production of pesticides and dangerous chemicals (approved in the approval of opinions on the establishment of safety approval opinions for hazardous chemicals construction projects and environmental impact reports); pesticides, fungicides, vegetables preservation Technical advice on pesticides and herbicides, technical services, chemical products (except pesticides and other dangerous chemicals), needle textiles, hardware, electricity, daily sundries, daily necessities, timber, building materials, electronic computers and accessories, agricultural products (unless packaged seeds) sales; packaging materials (including plastic products, except hazardous chemicals) production and sales; operating the export business of self-produced products and related technologies of the enterprise and members of the enterprise, self-operated and agent of various commodities and technologies ofimport and exportBusiness, domestic trade. (Projects subject to approval according to law may be operated after approval by relevant departments)
2. Relationship: Huifeng is not a related party of the company.
Third, the main content of the "memorandum"
1. Target assets: R&D, production, preparation, sales and marketing of agricultural chemicals or agrochemical intermediate products held or controlled by Huifeng Shares (hereinafter referred to as “business”), subject to company due diligence, Formulation products in the business include existing, planned and future preparation products; bio-agricultural segments that do not include the thiabendazole series of bioactivins and microbial series of fertilizer products, which are still retained by Huifeng And operate) related assets. The relevant target assets will be injected into a newly established wholly-owned subsidiary by Huifeng Shares before the delivery, and the company will acquire the wholly-owned subsidiary.
2. Transaction price: The transaction price of this transaction is based on the evaluation results issued by the qualified evaluation agencies (and the evaluation results have been filed by the state-owned assets supervision and administration institution) and determined by the parties to the transaction.
3. Delivery conditions: The delivery of this transaction is subject to the usual delivery conditions, including but not limited to the original operation of the original assets within the scope of the target assets, and fully complies with the relevant laws and regulations.
4. Exclusion period: Unless the formal agreement signed by the two parties is extended, the exclusion period is 6 months, counting from the date of signing the Memorandum; if for regulatory reasons (including but not limited to environmental compliance reasons), The exclusion period is not sufficient and the company has the right to notify Huifeng Shares in writing at least 30 days prior to the expiration of the exclusion period to extend the exclusion period by an additional six months. Unless the negotiations between the parties to the transaction are terminated early, Huifeng Shares, the Target Assets and their actual controllers will not discuss or sell any or all of the Target Assets or any similar transactions with any other individual or entity within the exclusive time limit. Negotiate or reach any agreement.
5. Legal binding: The Memorandum is not binding on both parties to the transaction (except for the parties to the transaction regarding the confidentiality obligation and the exclusion period).
Fourth, the impact of the "memorandum" on listed companies
Through this potential acquisition, the company aims to significantly increase its global and China operations. Globally, the company will gain the backward integration and competitive position of key molecules and intends to achieve significant growth through its global market reach. In China, Huifeng has a strong commercial presence and a broad portfolio of product registrations, which complement the company and will strengthen the company's position and sales in key markets.
Five, risk tips
The Memorandum is the intentional agreement between the two parties on the acquisition, and the specific details of the transaction are still limited by the results of due diligence, audit, evaluation, etc. and further negotiation and negotiation between the two parties. Therefore, the transaction does not exist. Certainty. The company will fulfill its information disclosure obligations in a timely manner based on the specific progress of this transaction.
VI. Documents for reference
1. Memorandum of Understanding on Asset Acquisition
Andao Mai Co., Ltd.
January 10, 2019