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Li Bang to acquire 50.1% of Jiangsu Xinsheng for approximately US$42.2 million

Li Bang's wholly owned subsidiary Jiangsu Libang Intelligent Technology Co., Ltd. agreed to acquire 50.1% of Jiangsu Xinsheng Synthetic Materials Co., Ltd. for an aggregate purchase price of approximately US$42.2 million, consisting of 2,000,000 Class A ordinary shares and US$23 million of cash. The transaction is implemented through three staged closings, with the initial 40% equity registration at the second closing and 50.1% at the third closing. The shares will be issued as restricted, unregistered securitie...

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Key takeaways

  • Stake: The Buyer will acquire 50.1% of the Target Company, while the sellers retain 49.9%.

  • Target business: Jiangsu Xinsheng supplies innovative and high-performance chemical raw materials and provides professional technical support for applications of those materials.

  • Consideration: The approximately US$42.2 million purchase price comprises 2,000,000 Class A ordinary shares and US$23 million in cash.

  • Closing schedule: The first closing is to occur on or before the 10th business day after signing, the second on or before 90 calendar days after the first closing, and the third after the second closing but within 24 months after signing.

  • Cash installments: US$3 million is payable at the first closing, US$5 million at the second and US$15 million at the third.

  • Share release: The shares are unregistered and locked up through June 30, 2032, with cumulative release tied to audited sales and net profit margin thresholds.

  • Control and dividends: The agreement provides for an irrevocable voting proxy to Li Bang's CEO over the sellers' retained equity, while the Buyer receives dividend rights only after the cash consideration is paid in full.

Key metrics

Equity interest to be acquired
50.1%
Aggregate purchase price
approximately US$42,200,000
Cash consideration
US$23,000,000
Stock consideration
2,000,000 Class A ordinary shares
Equity retained by sellers after final transfer
49.9%
Cash consideration installment scheduleFirst / Second / Third closings
US$3,000,000 / US$5,000,000 / US$15,000,000
Minimum annual sales for consideration-share releaseFiscal years ending June 30, 2027 through June 30, 2031
RMB 120,000,000
Minimum net profit margin for consideration-share releaseFiscal years ending June 30, 2027 through June 30, 2031
8%

Primary source

TickerStar generated this brief from an official company, investor-relations, earnings-call, or regulatory source. Review the primary material before making an investment decision.

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