94ab6f6dba2311f0840afa163e957f7a (1).pdf (57.4 KB)
The communication they have kept vague.there is no date when they submitted to the govt department and how long it is pending.I think its going to be long haul.
Disc : Invested
Attended concall. Even manangement feels Longshen buying fructifying is 50% chance given long history of mistrust. They say they opposed extension. They say more extension could be given as totally in hands of receiver. It seems there is another bidder too besides Kiri themselves so they still seem the deal will be done even though a bit late. Last resort they seem prepared to buy Dystar themselves too. The fact promoters getting money from the company to buy shares is plainly obvious as loand have gone up by almost by exact amount as warrants converted in these six months. Disclosures remain poor. Copper guy came on concall
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Any update from the Kiri IR if the additional amount of US$ 5,112,156 that was to be deposited in the escrow account for deadline extension from Nov 3 to Dec 1? The timeline for depositing the additional amount was 10 working days after Nov 3 so we are well past that now. I couldn’t come across anything in the public domain including Sanghai SE filings of Longsheng.
Nothing has been filed on this. We have to wait for 1st December for status update. Now effectively, coming week is the only time, broadly, Longsheng has to close the deal.
Thinking aloud. there are 4 scenarios each with either by 31-
dec or more delay: so 8 combinations:
- LongShen buys
- Second bidder buys
- Kiri buys
- All goes to pot, things go back to court
Even with delay 1 and 2 should be great outcomes. in 3 cash flows go for a toss and 4 all hell breaks loose. Assign your probabilities and bet accordingly
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If the asset is indeed valuable i.e. bids placed are serious, then Kiri taking over Dystar may be the best scenario given the valuations at which Kiri can get the asset and may be best bet for concluding this deal - which all those invested in Kiri ultimately want. Though this may play out only if second bidder is not serious or on further diligence doesn’t find the asset worth the price or finds 31st Dec as too stringent a timeline. As per last concall, second bidder is now already in negotiations with receiver and getting their diligence queries responded to. Exclusivity for Longsheng was till 3 Nov only.
But cashflows for copper project goes for a toss and company will have to take more debt to conclude deal
Updated figures from 30.9.2025 balance sheet and updated USDINR to 88 from 84 for Dystar Payout. This is a very conservative book value estimate, I have done this just to give me a guideline of what intrinsic value is. I have disregarded alll assets other than those mentioned in sheet but taken on all liabilities in balance sheet
Kiri-valuation-2025-12-03.pdf (419.9 KB)
Dil ko khush rakhne ke liye updated book value calculations ka khayaal achcha hai Ghalib 
This is all Birbal ki khichdi at this point. Whether your old calc of book value or current, happy to accept any of those (they are almost the same anyway). But yes, the key thing is want that value not to be value on paper, but in my account! Or at least first, in Kiri’s account. Then another potential obstacle of corporate governance to be cleared before minority shareholders see any material returns.
Dilli bahut door laage hai.
In spite of these obstacles, on balance, am invested in Kiri. Here’s my thinking:
- Kiri is a special situation and can move independent of the market. In an overvalued and risky market (esp. from a macro perspective), Kiri offers the promise of an upward move even if macros go to the dustbin - as long as the special situation plays out. So this has place in my portfolio strategy. I have talked of my experiment with a barbell strategy in one of my earlier posts
- The asset in question (Dystar) has its HQ in Singapore. If it were China-based, all bets would be off
- Singapore as a country cannot afford to take dents in its reputation as a place where law and order prevail. Singapore is a city-state, does not have much scale, or any major natural resources to speak of. A good port, yes. Not much else. The value of Singapore lies in its pitch of being an oasis within Asia where law, rules, order etc. prevail, and which is very West-friendly. This makes it a country of choice for Western companies targeting Asia to make their Asian HQ, and also to have their Asian leads sit out of. This perception has also played a role in Singapore becoming an Asian financial hub. I think any incidents that can weaken this perception will be taken very seriously by Singapore. A Singapore Supreme Court order not being actioned I think would fall in this category. At some point, the Court, if it has to, will order strip and sale of assets. Or perhaps some better approach, like allowing Kiri to take control of Dystar by letting Kiri be the buyer of Dystar at a valuation of USD 700 mn (which means pretty much the entire money comes to Kiri anyway, since Kiri has the first right on the first USD 680 mn or so). In short, it is a question of the reputation of the court - and something Singapore as a country I feel will not take lightly.
I had mentally accepted a long time frame (time-frame expectations were low, so I am not that disappointed by delays). But the probability I attached for Kiri getting the money was reasonably high. As for the probability of minority shareholders getting the money…no comments 
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Kiri ko itna pessa aata hai to minority shareholders will make money via share price rise.
But i agree Singapore courts have good reputation. Kiri will get it now sooner or later.
Same reason why I have been so patient with the company irrespective of poor short-term capital allocation decisions (like taking 15% IRR loan) and poor manpower decisions (like the fired ex-CEO or the semi-retired new one).
- Dystar literally has all the cash on its books so even in worst case scenario, Kiri’s stake doesn’t get impacted
- All the money is in USD, which has appreciated 6% in last 1 year. Additionally, delays accrue interest at ~5.3% pa and Longsheng puts a few millions into escrow each time.
- New venture is in cooper and copper is scarce. 30% price increase in last 1 year.
- They are planning to restructure the litigation loan to 9% interest from 15% IRR currently. Hopefully, that helps.
One line reply to my query about not informing exchanges of delay by Kiri from Company Secretary "We are awaiting feedback from the receiver. "
Receivers i.e. Deloitte employees appointed by the Singapore SC, seem to have the discretion at least till 31st Dec as to how long a rope they can give to a particular bidder i.e. Longsheng in this case. May be their fees is tied to the deal value so they continue to keep Longsheng in the fray given them being the highest bidder. I just hope that Longsheng’s delaying tactics doesn’t lead to a scenario where even 2nd bidder exits. As per concall, Kiri is unlikely to get a crack at Dystar before 31st Dec. Post 31st Dec, the legal system will need to come up with new sets of terms and conditions as well as timelines. Even Kiri was to approach the SC to appeal against continued extensions being given to Longsheng by the receivers but seems there has not been much headway on that front.
No announcements from Longsheng on Shanghai Stock Exchange either. Screenshot attached below.
There are some update. Can go through below link for update
Update from Longheng attached
H2_AN202512151801047617_1 (1).pdf (525.7 KB)
English Translation
ZHEJIANG LONGSHENG GROUP CO., LTD.
Stock Code: 600352
Stock Abbreviation: Zhejiang Longsheng
Announcement No.: 2025-049
Announcement on
Directed Share Repurchase by Controlled Subsidiary DyStar and
Acquisition of DyStar Minority Shareholder Interests by the Company
The Board of Directors and all directors of the Company hereby guarantee that the contents of this announcement contain no false records, misleading statements, or material omissions, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.
Important Information
Summary of the Transaction
Due to time constraints imposed by the Singapore International Commercial Court on the transaction for the Company’s acquisition of minority equity interests in DyStar Global Holdings (Singapore) Pte. Ltd. (“DyStar”), in order to ensure the Company achieves full ownership of DyStar, the Company has simultaneously initiated:
- A directed share repurchase by DyStar, and
- The Company’s acquisition of DyStar minority shareholder interests
(collectively referred to as “this Transaction”).
Specifically:
- DyStar will repurchase 20% of its shares held by KIRI Industries Limited (“KIRI”), for a repurchase consideration of USD 426,519,921.56.
- At the same time, Zhejiang Longsheng has designated Anokem Chemicals (Hong Kong) Limited, Senda International Capital Limited, and/or other wholly-owned subsidiaries to acquire the remaining 17.57% equity interest in DyStar held by KIRI, for USD 275,954,485.13.
Total transaction value:
USD 702,474,406.69
This amount is calculated based on a closing date of 31 December 2025. If the closing date changes, the transaction amount will be adjusted due to interest accruals.
The transaction amount exceeds the previously approved acquisition amount of USD 696.55 million due to interest adjustments caused by the extension of the closing date.
The Company, DyStar, Senda International Capital Limited, and the court-appointed receivers (Deloitte Singapore SR&T Restructuring Services Pte. Ltd.) have entered into a Framework Agreement.
KIRI and DyStar have entered into a Share Repurchase Agreement.
The Company and KIRI have entered into an Amended and Restated Share Purchase Agreement, clearly defining all matters related to this transaction.
Transaction Characteristics
- This transaction does not constitute a related-party transaction
- This transaction does not constitute a material asset reorganization
Approvals and Procedures Still Required
- The transaction amount falls within the authorization of the Company’s Board of Directors and does not require shareholder approval.
- The share repurchase has already been approved by DyStar’s Board of Directors and shareholders.
Risk Warnings
This transaction serves as a synchronized alternative to the Company’s previously proposed acquisition of DyStar’s minority equity interests and remains subject to decisions and orders of the Singapore International Commercial Court.
- If the earlier acquisition plan obtains filing approvals from China’s National Development and Reform Commission and Ministry of Commerce before this transaction is completed, this transaction will automatically terminate.
- If this transaction is completed, the previous plan to acquire 37.57% of DyStar will be replaced and terminated.
Because the acquisition cost exceeds the net asset value corresponding to the 37.57% equity interest, the Company’s net assets will decrease after completion. Investors are advised to pay close attention to investment risks.
I. Overview of the Transaction
Background
The Singapore International Commercial Court ruled that DyStar’s shares should be sold as a whole. Zhejiang Longsheng currently holds 62.43% of DyStar and intends to acquire the remaining shares to make DyStar a wholly owned subsidiary, thereby fully resolving long-standing litigation with KIRI.
- On 29 May 2025, the Company approved the acquisition of 37.57% of DyStar for USD 696.55 million.
- Regulatory filings were subsequently submitted in China.
- Due to court-imposed time constraints, on 12 December 2025, the Board approved the current combined structure of share repurchase + equity acquisition.
II. Counterparty Information
Seller
KIRI Industries Limited
Registered in India
Business: manufacture and trading of dyes, dye intermediates, and basic chemicals
Ultimate beneficial owners: Manishkumar P. Kiri and Anupama Manishkumar Kiri
There is no related-party relationship between KIRI and Zhejiang Longsheng.
III. Target Asset Information
Target Company
DyStar Global Holdings (Singapore) Pte. Ltd.
- Incorporated: 1 December 2009
- Registered capital: SGD 69,828,741
- Business: manufacture and sale of textile dyes and chemical products
- Industry: Chemical raw materials and chemical products manufacturing
Shareholding Structure
Before the transaction:
- Senda International Capital: 62.43%
- KIRI Industries: 37.57%
After the transaction:
- Senda International Capital: 62.43%
- DyStar repurchased shares (to be cancelled): 20.00%
- Designated wholly-owned subsidiaries of Zhejiang Longsheng: 17.57%
DyStar will become a wholly owned subsidiary after completion.
IV. Financial Information of DyStar (USD million)
| Item | 2025 (Q1–Q3) | 2024 |
|---|---|---|
| Total Assets | 1,305.26 | 1,267.68 |
| Total Liabilities | 211.81 | 255.01 |
| Net Assets | 1,093.45 | 1,012.67 |
| Revenue | 535.27 | 752.55 |
| Net Profit | 62.96 | 115.86 |
(2024 figures audited; 2025 interim figures unaudited)
V. Valuation and Pricing
- Valuation based primarily on EV/EBITDA multiples
- Applied multiple: 8.6× EV/EBITDA
- Estimated enterprise value: USD 1.18–1.29 billion
- Equity value (including cash): USD 1.79–1.90 billion
The Board believes the pricing is fair, reasonable, and consistent with international M&A practices.
VI. Impact on the Company
- The transaction supports the Company’s strategy of becoming a global leading specialty chemicals group.
- After completion, DyStar will be wholly owned, increasing future profit contribution.
- The transaction will increase liabilities due to bank borrowings, but the increase in leverage is manageable.
- As this is an equity transaction and the purchase price exceeds net asset value, net assets will decrease.
Announcement hereby made.
Board of Directors
Zhejiang Longsheng Group Co., Ltd.
16 December 2025
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5a4aa39d-270a-43f5-a72e-b014b2fe25e9.pdf (374.0 KB)
The disclosures shared by Kiri, attached herewith, reads a bit differently. Seems, receivers have not been able to put an end to timeline extension even post updated SPA that includes buyback. Kiri has, among other objections / observations, suggested that there should be automatic termination if commitments are not fully performed by 31 January 2026. Receivers have exercised their discretion way too much when it comes to deadline extension. As per the attached doc, the Receivers have applied to the SICC for an extension of the Long Stop Date from 31 December 2025 to 31 March 2026. Seems the ball is in SICC’s court now. As of now, Longsheng’s delaying tactics seem to be working.
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Kiri being very combative which is justified. Plus playing super safe to refer it back to SICC for approval
True. In fact, I am surprised by this proposal approved by the receivers. SICC mandate was “en bloc” sale of Dystar whereas it seems the Receivers are working with the mandate of “somehow sell to Longsheng”. Kiri has rightly rejected this move and requested SICC’s intervention.
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