Asia-Potash International Investment (Guangzhou) Co., Ltd. (SZSE:000893) intent to acquire Beijing Agricultural Potassium Resources Technology Co., Ltd. from group of sellers on December 7, 2020. The transaction will be paid in cash, shares and convertible corporate bonds. On July 30, 2021, Asia-Potash International Investment (Guangzhou) Co., Ltd. signed agreement to acquire 56% stake in Beijing Agricultural Potassium Resources Technology Co., Ltd. from group of sellers for CNY 1.1 billion. Under the agreement, Asia-Potash International Investment (Guangzhou) Co., Ltd shall pay CNY 80 million in cash along with issuance of 111.6 million shares as consideration. The shares to be issued in the M&A transaction will have an issuance price of CNY 7.9 per share. Asia-Potash International Investment will issue shares and convertible bonds to Jinan Botai Yuanshi Equity Investment Management Center (Limited Partnership) for the raising of supporting funds. Asia-Potash International will issue shares to not more than 35 specific investors to raise supporting funds of not more than CNY 1.68 billion to fund the acquisition. The shares subscribed in this raising of supporting funds must not be transferred within 6 months after the issuance. The funds raised in the transaction will be used to pay the cash consideration of the transaction, repay the debts of the Beijing Agricultural Potassium Resources and the construction of the Beijing Agricultural Potassium Resources after deducting the fees of the intermediary agencies. As of March 31, 2021, Beijing Agricultural Potassium Resources Technology Co., Ltd. has reported total assets of CNY 643.66 million and negative net assets of CNY 2.79 million.

Acquisition is subject to customary closing conditions, including completion of the audit and evaluation work related to the transaction, internal decision-making body of the counterparty needs to review and approve the formal plan of the transaction, competent authority of state-owned approval, shareholders meeting of the Asia-Potash International Investment need to review and approve the formal plan of the transaction, approval by other relevant competent authorities and China Securities Regulatory Commission needs to approve the transaction. The transaction has been reviewed and approved by the board of directors of the Asia-Potash International Investment and by the counterparty's internal decision-making body at this stage. Asia-Potash International Investment (Guangzhou) Co., Ltd. has obtained its Board of Directors approval while shareholders of Beijing Agricultural Potassium Resources Technology Co., Ltd. also approved the transaction. As of October 22, 2021, China Securities Regulatory Commission accept the administrative license application. Issuance of shares and payment of cash to purchase assets and raise supporting funds and related transactions are still pending to be approved. As of July 5, 2022, China Securities Regulatory Commission have approved the transaction.
Xu Siyuan and Hu Hengjun of Orient Securities Investment Banking Co., Ltd. acted as independent financial advisors to Asia-Potash International Investment (Guangzhou) Co., Ltd., Wang Cheng and Shen Han of DeHeng Law Offices acted as legal advisors while Ni Jun and Ma Xueyan of Grant Thornton China Certified Public Accountants acted as accountants to Asia-Potash International Investment (Guangzhou) Co., Ltd.

Asia-potash International Investment (Guangzhou)Co.,Ltd. (SZSE:000893) completed the acquisition of 56% stake in Beijing Agricultural Potassium Resources Technology Co., Ltd. from group of sellers on July 13, 2022