Announcement on the declaration of intention of ev

2022-10-19
  • Detail

EVA's intention to acquire Heidelberg packaging assets announcement

[China Packaging News] the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions

special note:

the statement of intent is the intention document of both parties to the transaction about the transfer of business related to the underlying company's post press assets, which requires the company and relevant intermediaries to conduct due diligence on the underlying assets before negotiating and signing a formal agreement

I. as an important part of emerging industries, the trading concept new material industry will also be included in the 1035 national strategic emerging industry development plan. The company plans to acquire tangible and intangible assets and businesses related to high-end die-cutting machines and box pasting machines currently operated by Heidelberg (Heidelberg post press packaging assets). The total transaction amount is 25000000 euros

2. For some products produced by the company (to be finally agreed by both parties), both parties intend to sign a distribution agreement, and Heidelberg will be the exclusive agent to sell products such as green manufacturing in other regions except China and Japan, and provide corresponding after-sales services

3. The company plans to establish a new company in China (Chinese production company) and sell the minority equity of the Chinese production company to Heidelberg at an appropriate time thereafter. The Chinese production company plans to produce components for Heidelberg high-end printing machines and components for the company's own high-end products

the above transactions have been reviewed and approved at the eighth meeting of the third board of directors of the company. At present, the accuracy of coincidence has reached about 80%. The independent directors have expressed their independent opinions and the board of supervisors has issued their audit opinions. The declaration of intent is an intentional document signed by both parties. Except for the relevant provisions involving confidentiality, exclusivity, governing law and dispute resolution, other parts are not legally binding on both parties; The formal agreement on the proposed transaction needs to be further demonstrated and discussed by both parties, and the formal agreement signed needs to be considered and approved by the board of directors or/and the general meeting of shareholders as the condition for its entry into force. The proposed transaction agreed in the statement of intent does not constitute a related party transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies

II. Basic information of the counterparty

Heidelberger Druckmaschinen AG, a company established and existing under German law, with its registered office at kurfursten anlage, 69115, Heidelberg, is the world's largest manufacturer of sheet fed offset printing machines, the world's largest manufacturer of complete printing equipment and the leading solution supplier in the printing media industry, It is also the only integrated solution supplier in the print media industry so far

the whole production process, value chain, service and consumables business of sheet fed offset printing process are the core of Heidelberg products. The format specifications of Heidelberg sheet fed offset printing equipment cover a variety of practical options. In addition to printing equipment, Heidelberg's products also include pre press plate making equipment, post press processing equipment (such as paper cutter, folding machine, horse riding stapler, No. 1 is the development of 1351 new material engineering line binding machine, die cutting machine, box pasting machine, etc.), as well as software series and workflow that can integrate all printing production steps. Heidelberg has always been a market leader in the major industrialized countries of the organization for international economic cooperation and development. So far, Heidelberg has set up R & D and production bases around the world, and about 250 sales branches to provide services to more than 200000 users around the world. Heidelberg is a well deserved leader in the printing industry in terms of output, sales revenue, market share, product technology content, enterprise development speed and social benefits

III. main contents of the statement of intent

(I) transaction object

1. EVA agreed to acquire Heidelberg post press packaging assets, including tangible assets and intangible assets. The total transaction amount is 25000000 euros. The relevant specific contents and transfer methods will be listed in the formal agreement

EVA will further carry out due diligence (due diligence) on the above tangible and intangible assets to finally determine the specific category, ownership, whether there are major disputes, lawsuits or arbitrations of Heidelberg post press packaging assets, and evaluate the final value of Heidelberg post press packaging assets. The payment method and details of the purchase price of Heidelberg post press packaging assets will be determined by both parties in a formal agreement

2. Specific models of die-cutting machines and box pasting machines produced by EVA and other products agreed by both parties will be exclusively sold by Heidelberg's sales and service team in the global market except China and Japan, and provide customers with training, maintenance and repair services related to these die-cutting machines and box pasting machines. The details of relevant terms will be determined by both parties in the formal distribution agreement

3. EVA will set up a Chinese production company in China, and EVA will sell the minority equity of the company to Heidelberg within an appropriate time after the establishment of the company. The proportion of such equity will be determined by both parties after considering the investment scale, income and profit forecast of the Chinese production company. The Chinese production company produces high-end printing machine parts for Heidelberg and its own high-end product parts

(II) exclusive

both parties agree that within 90 calendar days after the signing of the statement of intent, Heidelberg shall conduct exclusive negotiations with the company on Heidelberg's post press packaging assets

(III) effectiveness

"Declaration of intent" is an intentional document signed by both parties. Except for the relevant provisions involving confidentiality, exclusivity, governing law and dispute resolution, other parts are not legally binding on both parties

(IV) termination

the statement of intent shall automatically terminate on (1) the signing date of the formal agreement or September 30, 2014 (whichever is earlier), unless otherwise agreed by both parties, and (2) any time when it is terminated with the written consent of both parties or by one party notifying the other party in writing 30 calendar days in advance

IV. other arrangements involved in the transaction

the above transactions will sign formal agreements for the different contents involved in the exchange after both parties to the transaction perform the relevant approval and other procedures

V. The purpose of the transaction and its impact on the company

1. Heidelberg fully recognizes the technical ability and position of EVA in packaging post press equipment. The two sides intend to form a long-term strategic partnership and strengthen its market position. Both parties will provide customers with the most cost-effective and competitive products and services

2. Through this transaction, the company's existing post press product structure and core competitiveness will be further improved. The company will obtain relevant research and development results and manufacturing technology of Heidelberg die-cutting machine and box pasting machine equipment, which will help further improve the market competitiveness of the company's post press products and enhance the company's sustainable profitability

3. After the company signs an exclusive distribution agreement with Heidelberg, Heidelberg will further enhance the brand influence of the company's related products in the international market through its global point, which can greatly promote the company's overseas market development and product sales, and have a positive impact on the company's further increase in sales revenue, which is an important measure to realize the company's international development

4. The establishment of a joint venture between the company and Heidelberg can further expand and extend the product chain, improve the processing technology and technical level, improve the product quality and profitability of the company, which is in line with the development strategy of the company's industrialization and the interests of shareholders

VI. other matters

the company will issue relevant announcements in time according to the progress of the project. As the above transaction has not signed a formal agreement, please pay attention to the investment risks

it is hereby announced

Copyright © 2011 JIN SHI