Zibo Qixiang Tengda Chemical Co., Ltd (SZSE:002408) agreed to acquire 99% stake in Shandong Qilu Keli Chemical Institute Co., Ltd. from 49 natural persons, including Gao Buliang and other shareholders for approximately CNY 880 million in stock and cash on March 23, 2015. Gao Buliang will sell 9.62% stake for CNY 85.1 million and will receive CNY 42.12 million in cash and 2.56 million shares, Cheng Yuchun will sell 9.42% stake for CNY 83.38 million and will receive CNY 41.27 million in cash and 2.5 million shares, Deng Jianli will sell 9.74% stake for CNY 86.23 million and will receive CNY 42.68 million in cash and 2.59 million shares, Ye Qingshuang will sell 4.59% stake for CNY 40.62 million and will receive CNY 20.1 million in cash and 1.22 million shares, Liu Shifu will sell 4.59% stake for CNY 40.62 million and will receive CNY 20.1 million in cash and 1.22 million shares, Tan Yongfang will sell 4.11% stake for CNY 36.39 million and will receive CNY 18 million in cash and 1.09 million shares, Yin Changxue will sell 5.36% stake for CNY 47.48 million and will receive CNY 23.5 million in cash and 1.43 million shares, Yan Jing will sell 3.67% stake for CNY 32.5 million and will receive CNY 16.09 million in cash and 0.98 million shares, Wang Shihe will sell 6.05% stake for CNY 53.54 million and will receive CNY 26.5 million in cash and 1.61 million shares, Li Zhenhua will sell 4.37% stake for CNY 38.69 million and will receive CNY 19.15 million in cash and 1.16 million shares.

Li Haiyang will sell 7.25% stake for CNY 64.13 million and will receive CNY 31.74 million in cash and 1.93 million shares, Mu Qingchao will sell 0.91% stake for CNY 8.08 million and will receive CNY 4 million in cash and 0.24 million shares, Li Shiqin will sell 2.1% stake for CNY 18.57 million and will receive CNY 9.19 million in cash and 0.56 million shares, Qiu Bo will sell 0.97% stake for CNY 8.63 million and will receive CNY 4.27 million in cash and 0.26 million shares, Wu Weili and Liu Hongwei will sell 2% stake each and will receive cash of CNY 8.74 million and 0.53 million shares, Fang Chunguang will sell 1.12% stake for CNY 9.91 million and will receive CNY 4.91 million in cash and 0.3 million shares, Hu Dingxue will sell 1.06% stake for CNY 4.66 million in cash and 0.28 million shares, Chen Huiping will sell 1.04% stake for CNY 9.23 million and will receive CNY 4.57 million in cash and 0.28 million shares, Tian Li will sell 0.99% stake for CNY 8.65 million and will receive CNY 4.35 million in cash and 0.26 million shares.

Wang Zhouke and Liu Hong will sell 0.98% stake each for CNY 8.65 million and will receive CNY 4.28 million in cash and 0.26 million shares each. Ma Shaomei will sell 0.94% stake for CNY 8.34 million and will receive CNY 4.13 million in cash and 0.25 million shares, Zhao Yonggang will sell 0.91% stake for CNY 8.08 million and will receive CNY 4 million in cash and 0.24 million shares, Bao Xiao and Qi Shifu will sell 0.88% stake each for CNY 7.81 million and will receive CNY 3.87 million in cash and 0.23 million shares, Yu Jilei and Tang Xinggang will sell 0.83% stake for CNY 7.3 million and will receive CNY 3.61 million in cash and 0.22 million shares each, Sun Liqun, Xu Yihui and Cui Chenglong will sell 0.76% stake each and will receive CNY 3.32 million in cash and 0.2 million shares, Luo Yumei will sell 0.71% stake for CNY 6.29 million and will receive CNY 3.11 million in cash and 0.19 million shares, Tang Haiyong, Cai Jingping, Xin Jianfeng, Yang Feng, Yu Heng, Tang Yuemeng, Wang Zhishen and Jin Debo will sell 0.66% stake each and will receive CNY 2.91 million in cash and 0.18 million shares each.

Wang Zonglei will sell 0.58% stake for CNY 5.16 million and will receive CNY 2.55 million in cash and 0.15 million shares, Chang Xiaomin will sell CNY 0.38% stake for CNY 3.45 million and will receive CNY 1.71 million in cash and 0.1 million shares, Liu Qing will sell 0.38% stake for CNY 3.37 million and will receive CNY 1.67 million in cash and 0.1 million shares, Tang Lixia will sell 0.34% stake for CNY 3 million and will receive CNY 1.48 million in cash and 0.09 million shares, Pan Yun will sell 0.3% stake for CNY 2.62 million and will receive CNY 1.3 million in cash and 0.08 million shares, Li Na and Li Meng will sell 0.15% stake for CNY 1.28 million and will receive CNY 0.63 million in cash and 0.04 million shares, Wang Yunfang will sell 0.13% stake for CNY 1.16 million and will receive CNY 0.57 million in cash and 0.03 million shares and Wang Lei will sell 0.1% stake for CNY 0.87 million and will receive CNY 0.43 million in cash and 0.03 million shares.

Zibo Qixiang Tengda Chemical will pay 49.49% of the transaction price in cash and will pay 50.51% of the transaction price in stock. Zibo Qixiang Tengda Chemical Co., Ltd will issue shares and pay at most CNY 219 million in cash for the deal. The cash portion will be financed via issuing 14.47 million shares to not more than 10 special investors. After this transaction, Shandong Qilu Keli Chemical Institute will become a holding subsidiary of Zibo Qixiang Tengda Chemical. As on June 17, 2015, the transaction was approved by the China Securities Regulatory Commission.

Shandong Qilu Keli Chemical Institute reported total assets of CNY 316.04 million, total liabilities of CNY 85.36 million, owner's equity of CNY 230.66 million, revenues of CNY 258.25 million and net profit of CNY 57.92 million for the year ending December 31, 2014. The transaction is subject to approval of shareholders of Zibo Qixiang Tengda Chemical and approval of CSRC. The shareholders of Shandong Qilu Keli Chemical Institute Co., Ltd approved the transaction on March 23, 2015. As of March 23, 2015, the Board of Zibo Qixiang Tengda Chemical approved the transaction. On April 13, 2015, shareholders of Zibo Qixiang Tengda Chemical Co., Ltd approved the deal. On June 17, 2015, China Securities Regulatory Commission approved the transaction. Huatai United Securities Co., Ltd acted as the financial advisor, Grandall Law Firm (Shenzhen) acted as the legal advisor and Grant Thornton Certified Public Accountants (Special General Partnership) acted as the accountant to Zibo Qixiang Tengda Chemical.

Zibo Qixiang Tengda Chemical Co., Ltd (SZSE:002408) completed the acquisition of 99% stake in Shandong Qilu Keli Chemical Institute Co., Ltd. from 49 natural persons, including Gao Buliang and other shareholders on July 30, 2015.