Hunan Jiangnan Red Arrow Co., Ltd. agreed to acquire Nanyang Beifang Hongyu Electromechanical Manufacturing Co., Ltd. from Yuxi Industrial Group Co., Ltd. for CNY 59.6 million.
December 11, 2015
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Hunan Jiangnan Red Arrow Co., Ltd. (SZSE:000519) agreed to acquire Nanyang Beifang Hongyu Electromechanical Manufacturing Co., Ltd. from Yuxi Industrial Group Co., Ltd. for CNY 59.6 million in cash and stock on December 12, 2015. Hunan Jiangnan Red Arrow will issue shares to pay 85% of the transaction price at CNY 12.10 per share and 15% of the transaction price shall be paid in cash. In related transactions, Hunan Jiangnan Red Arrow Co., Ltd. agreed to acquire Nanyang Beifang Xiangdong Industrial Co., Ltd., Henan Beifang Hongyang Industrial Machinery Co., Ltd. and Zhengzhou Hongyu Special Automobile Co., Ltd. from Yuxi Industrial Group Co., Ltd.; agreed to acquire Shandong Beifang Binhai Machinery Co., Ltd. from Shandong Special Industry Group Co., Ltd.; and agreed to acquire Jilin Jiangji Special Industry Co., Ltd. from Jilin Jiangbei Machinery Manufacture Co., Ltd. on December 12, 2015.
Hunan Jiangnan Red Arrow will also raise gross proceeds of maximum CNY 2.4 billion to fund the cash consideration by issuing shares to not more than 10 specific investors. Nanyang Beifang Hongyu Electromechanical Manufacturing reported total assets of CNY 67.97 million, shareholders' equity of CNY 26.18 million, operating revenues of CNY 67.27 million, operating profit of CNY 2.17 million and net profit of CNY 1.77 million as of December 31, 2014. The transaction is subject to approval by the State-owned Assets Supervision and Administration Commission of the State Council and China Securities Regulatory Commission and approval by the shareholders of Hunan Jiangnan Red Arrow. The transaction has been approved by China North Industries Group Corporation's internal decision-making bodies and State Administration of Science Technology and Industry for National Defense and received in principle approval of the State-owned Assets Supervision and Administration Commission of the State Council. The transaction has been approved by the Board of Directors of Hunan Jiangnan Red Arrow. As of July 1, 2016, Hunan Jiangnan Red Arrow will now issue 4.98 million shares and pay CNY 8.9 million in cash. Citic Securities Co., Ltd. acted as independent financial advisor, King & Wood Mallesons acted as legal advisor and Moore Stephens Da Hua Certified Public Accountants acted as accountant for Hunan Jiangnan Red Arrow Co., Ltd.
NORTH INDUSTRIES GROUP RED ARROW CO., LTD, formerly HUNAN JIANGNAN RED ARROW CO.,LTD, is a China-based company principally engaged in the research, development, manufacture and sale of superhard materials, intelligent ammunition products and internal combustion engine parts. The Companyâs superhard materials mainly include synthetic diamonds, cubic boron nitrides single crystal and polycrystalline series, composite materials and high-purity graphite and related products, among others. The Company's intelligent ammunition products mainly include large caliber shells, rocket bombs, missiles and submunitions, among others. The Companyâs internal combustion engine parts mainly include gasoline, diesel engine cylinder liners and pistons, among others. The Company distributes its products in domestic market and to overseas markets.