Core Viewpoint - Jiangnan Chemical has signed an acquisition agreement to purchase 51% of Sichuan Ebian Guochang Chemical Co., Ltd. for 170.34 million yuan, aiming to expand its market share in the southwestern region of China and enhance its profitability through the integration of quality civil explosive assets [1][2]. Group 1 - The acquisition involves cash payment of 170.34 million yuan for 51% equity in Ebian Guochang, which specializes in gel emulsified explosives and modified ammonium oil explosives, primarily serving the Sichuan, Yunnan, and Guizhou provinces [1]. - Ebian Guochang has an approved production capacity of 35,000 tons per year for industrial explosives, but operations are currently suspended due to relocation and construction, with production expected to resume by December 2024 [1][2]. - The company plans to complete the transfer of civil explosive assets, personnel, and related licenses to Ebian Guochang by early 2025, with expectations of turning a profit as the market recovers [2]. Group 2 - Jiangnan Chemical has signed a performance commitment compensation agreement with Changlong Chemical, ensuring that Ebian Guochang achieves a cumulative net profit of no less than 63.07 million yuan over the years 2025 to 2027 [3]. - Following the acquisition, Jiangnan Chemical will consolidate Ebian Guochang into its financial statements, which is anticipated to enhance the company's operational performance and profitability [3]. - The acquisition aligns with national policies for restructuring the civil explosive industry and aims to leverage market opportunities in Sichuan, Guizhou, and Yunnan, supporting the company's strategic development in the southwestern region [4].

Overview of the Acquisition - The company, Anhui Jiangnan Chemical Co., Ltd., plans to acquire 51% of Sichuan Ebian Guochang Chemical Co., Ltd. for a cash consideration of 17,034 million RMB, based on a slightly discounted valuation of 33,400 million RMB [1][2][10] - Following the completion of this transaction, Sichuan Ebian Guochang will become a subsidiary of Jiangnan Chemical [1] Financial and Performance Commitments - The acquisition includes a performance commitment agreement where the seller, Sichuan Ebian Changlong Chemical Co., Ltd., guarantees a cumulative net profit for the target company during the performance commitment period [2][3] - If the actual net profit falls short of the committed amount, the seller is obligated to compensate Jiangnan Chemical in cash [3][17] Company and Transaction Details - The target company, Sichuan Ebian Guochang, was established on March 24, 2022, with a registered capital of 10 million RMB and specializes in the production of civil explosives [4][5] - The company has a production capacity of 35,000 tons per year for industrial explosives, with sales primarily in Sichuan, Yunnan, and Guizhou provinces [5][6] Financial Metrics - As of April 30, 2025, the total assets of Sichuan Ebian Guochang are reported at 16,122.45 million RMB, with total liabilities of 2,079.55 million RMB, resulting in a net asset value of 14,042.90 million RMB [6][8] - The projected revenue for the first four months of 2025 is 1,379.02 million RMB, with a net profit of 84.81 million RMB [7][8] Strategic Implications - This acquisition is aimed at consolidating resources in the civil explosives sector within the Sichuan region, enhancing market opportunities in Sichuan, Guizhou, and Yunnan [18] - The transaction is expected to improve the company's total assets and net assets, thereby reducing operational risks and enhancing resilience against market fluctuations [18]

Group 1 - The company Jiangnan Chemical plans to acquire a 51% stake in Sichuan Ebian Guochang Chemical Co., Ltd. for a cash price of 170 million yuan [1] - The assessed value of the total equity of Guochang Chemical as of October 31, 2024, is 337 million yuan, with the transaction price determined after negotiation [1] - Following the completion of the transaction, Guochang Chemical will become a subsidiary of Jiangnan Chemical [1] Group 2 - Guochang Chemical's main products include gel emulsified explosives and modified ammonium oil explosives, primarily sold in Sichuan, Yunnan, and Guizhou provinces [1] - The company has obtained an industrial explosive production license from the Ministry of Industry and Information Technology with a capacity of 35,000 tons per year [1] - For the period from January to April 2025, Guochang Chemical achieved a revenue of 13.79 million yuan and a net profit of 848,100 yuan [1]