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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

SANY HEAVY EQUIPMENT INTERNATIONAL

HOLDINGS COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 631)

三 一 重 裝 國 際 控 股 有 限 公 司

CONNECTED TRANSACTION

ACQUISITION OF 70% EQUITY INTERESTS IN

SANY CONSTRUCTION ROBOT (XIAN)

RESEARCH INSTITUTE CO., LTD.

THE ACQUISITION

The Board is pleased to announce that on 26 January 2021 (after trading hours), Sany Heavy Equipment (a wholly-owned subsidiary of the Company) and Sany Construction Technology entered into the Acquisition Agreement, pursuant to which Sany Heavy Equipment has conditionally agreed to purchase and Sany Construction Technology has conditionally agreed to sell the Sale Interests, representing 70% equity interests of the Target Company, for the cash Consideration of RMB17,822,000.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Liang Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany HK, which in turn holds 2,098,447,688 ordinary

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Accordingly, the Acquisition under the Acquisition Agreement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 0.1% but all of them are less than 5%, the Acquisition is only subject to the reporting and announcement requirements, and is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

THE ACQUISITION

The Board is pleased to announce that on 26 January 2021 (after trading hours), Sany Heavy Equipment (a wholly-owned subsidiary of the Company) and Sany Construction Technology entered into the Acquisition Agreement, pursuant to which Sany Heavy Equipment has conditionally agreed to purchase and Sany Construction Technology has conditionally agreed to sell the Sale Interests, representing 70% equity interests of the Target Company, for the cash Consideration of RMB17,822,000.

THE ACQUISITION AGREEMENT

The principal terms of the Acquisition Agreement are summarised as follows: Date

26 January 2021 (after trading hours) Parties

Purchaser: Sany Heavy Equipment; and Vendor: Sany Construction Technology. Assets to be acquired

Pursuant to the Acquisition Agreement, Sany Heavy Equipment has conditionally agreed to purchase and Sany Construction Technology has conditionally agreed to sell the Sale Interests, representing 70% equity interests of the Target Company.

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Consideration

The Consideration is RMB17,822,000, which was arrived at after arm’s length negotiations between Sany Heavy Equipment and Sany Construction Technology with reference to, among other things, (i) the valuation amount of the Target Company as at 30 November 2020 of RMB25,460,000 as valued by an independent valuer using asset-based approach; and (ii) the reasons and benefits as set out in the paragraph headed ‘‘Reasons for and benefits of the Acquisition’’ below.

The Consideration shall be settled in full and in cash within a month from the date of the Acquisition Agreement.

Upon completion of the Acquisition, the Target Company will be owned as to 70% by Sany Heavy Equipment and 30% by Sany Construction Technology. As such, the Target Company will become an indirect non-wholly owned subsidiary of the Company and its financial results and assets and liabilities will be consolidated into the financial results of the Group.

INFORMATION OF THE RELEVANT PARTIES The Group

The Company is an investment holding company and its subsidiaries are principally engaged in the design, manufacturing and sales of roadheader, combined coal mining unit, mining transportation vehicles, port machinery and marine heavy equipment products. Sany Heavy Equipment is a company established in the PRC with limited liability and is a wholly-owned subsidiary of the Company.

Sany Construction Technology

Sany Construction Technology is a company established in the PRC with limited liability and is principally engaged in prefabricated construction hardware and software services as well as provision of general solutions for industrialised construction. As at the date of this announcement, Sany Construction Technology is beneficially owned as to approximately 53.59% by Mr. Liang Wengen, 9.25% by Tang Xiuguo (唐修國)(a non-executive Director), 6.85% by Xiang Wenbo (向文波)(a non-executive Director), 6.75% by Mao Zhongwu (毛中吾), 4.49% by Yuan Jinhua (袁金華), 3.95% by Hunan Yunzhu Technology Partnership (Limited Partnership)* (湖南雲住科技合夥企業(有限合 夥) ) (of which 9.25% interests were held by Tang Xiuguo), 2.91% by Zhou Fugui (周福

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As at the date of this announcement, some of the shareholders of Sany Construction Technology have indirect interests in Sany HK, details of which are set out as follows:

Name of shareholders of Sany Construction Technology

Indirect interests in Sany HK Liang Wengen 56.38% Tang Xiuguo 8.70% Xiang Wenbo 7.95% Mao Zhongwu 7.95% Yuan Jinhua 4.72% Zhou Fugui 3.48% Yi Xiaogang 2.98% Wang Haiyan 2.98% Wang Zuochun 0.99% Zhao Xiangzhang 0.99% Zhai Xian 0.60% Liang Linhe 0.50% Zhai Chun 0.40% Huang Jianlong 0.08% Total 98.70%

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, except for Liang Wengen, Tang Xiuguo and Xiang Wenbo who are connected persons of the Company, other shareholders of Sany Construction Technology are Independent Third Parties as at the date of this announcement.

The Target Company

The Target Company is a company established in the PRC with limited liability and is principally engaged in the research and development, manufacture and sales of robots and automation equipment. The Target Company was established by Sany Construction Technology in December 2018. As at the date of this announcement, the registered capital of the Target Company is RMB100 million (unpaid) and is owned as to 100% by Sany Construction Technology.

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Set forth below is the financial information of the Target Company: Since establishment to 31 December 2018 For the year ended 31 December 2019 For the year ended 31 December 2020 (Unaudited) (Audited) (Unaudited) (RMB’000) (RMB’000) (RMB’000)

Revenue 0 1,159 19,704

Net (loss)/profit before and after

taxation 0 (530) 8,450

As at 31 December 2020, the unaudited total assets and net assets of the Target Company amounted to approximately RMB77,150,000 and RMB7,920,000, respectively.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Target Company is a company established in the PRC with limited liability and is principally engaged in the research and development, manufacture and sales of robots and automation equipment. Since its establishment, the Target Company has been engaging in research and development of robots and automation equipment robots which could be applied to the processes of smart production lines, such as coating and three-dimensional warehouses, and precast concrete production lines and construction sites. As at the date of this announcement, the Target Company owned 13 patents in relation to robots which were developed by it. The Directors consider that the Acquisition is beneficial to the Group based on the following reasons: (i) the Acquisition would enable the Group to employ the technologies owned by the Target Company in its own production to expand its business scope; (ii) the Target Company currently has sales orders pending execution which are worth RMB43.85 million. As such, the Acquisition would broaden revenue sources of the Group and increase earnings of the Group; and (iii) the Target Company owns various patents and has its own experienced research team. Leveraging on the Target Company’s profound experience in researching and developing advanced technological equipment, the Acquisition will expedite the Group’s development of advanced technological equipment with automatic control and accelerate the Group’s research and development in smart technologies. This will create synergy with the Group’s existing business. In view of the growing development trend for smart technologies, the Directors consider the Acquisition to be

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APPROVAL OF THE BOARD

Sany Construction Technology, being a party to the Acquisition Agreement, is an associate of Mr. Liang Wengen. As a result, Mr. Liang Zaizhong, being the son of Mr. Liang Wengen, has abstained from voting on the relevant Board resolution approving the Acquisition Agreement and the transactions contemplated thereunder.

As Tang Xiuguo and Xiang Wenbo also have interests in Sany Construction Technology, they have both abstained from voting on the relevant Board resolution approving the Acquisition Agreement and the transactions contemplated thereunder.

Save as disclosed, none of the other Directors has a material interest in the Acquisition Agreement or is required to abstain from voting on the relevant Board resolution for considering and approving the same.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Liang Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by him and his indirect 56.38% interests in Sany HK, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 82.83% of the issued share capital of the Company.

Sany Construction Technology, which is 53.59% owned by Mr. Liang Wengen, is therefore an associate of Mr. Liang Wengen and hence a connected person of the Company under the Listing Rules.

Accordingly, the Acquisition under the Acquisition Agreement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 0.1% but all of them are less than 5%, the Acquisition is only subject to the reporting and announcement requirements, and is exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

‘‘Acquisition’’ the acquisition of the Sale Interests by Sany Heavy Equipment from Sany Construction Technology on the terms and subject to the conditions set forth in the Acquisition Agreement

‘‘Acquisition Agreement’’

the conditional sale and purchase agreement dated 26 January 2021 entered into between Sany Heavy Equipment and Sany Construction Technology in relation to the Acquisition

‘‘Board’’ the board of Directors

‘‘Company’’ Sany Heavy Equipment International Holdings Company Limited (三一重裝國際控股有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (stock code: 631)

‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘connected

transaction’’

has the meaning ascribed to it under the Listing Rules

‘‘Consideration’’ the consideration for the Sale Interests, being RMB17,822,000 ‘‘controlling

shareholder’’

has the meaning ascribed to it under the Listing Rules

‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company and its subsidiaries

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

‘‘Independent Shareholders’’

the Shareholders who are not interested in or involved in the Acquisition Agreement and the transactions contemplated thereunder

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‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

‘‘PRC’’ the People’s Republic of China

‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Sale Interests’’ 70% equity interests of the Target Company ‘‘Sany Construction

Technology’’

Sany Construction Technology Co., Ltd* (三一築工科技有限公 司), a company established in the PRC with limited liability and is 53.59% owned by Mr. Liang Wengen as at the date of the announcement

‘‘Sany Heavy Equipment’’

Sany Heavy Equipment Co., Ltd.* (三一重型裝備有限公司), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company as at the date of the announcement

‘‘Sany HK’’ Sany Hongkong Group Limited, a company incorporated in Hong Kong with limited liability and a controlling shareholder of the Company as at the date of this announcement

‘‘Share(s)’’ ordinary share(s) in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s)

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Target Company’’ Sany Construction Robot (Xian) Research Institute Co., Ltd.* (三一建築機器人(西安)研究院有限公司), a company established in the PRC with limited liability, which is wholly-owned by Sany Construction Technology as at the date of this announcement

‘‘%’’ per cent

* for identification purpose only

By the order of the Board of Directors

Sany Heavy Equipment International Holdings Company Limited Mr. Liang Zaizhong

Chairman Hong Kong, 26 January 2021

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As at the date of this announcement, the executive Directors are Mr. Liang Zaizhong, Mr. Qi Jian, Mr. Fu Weizhong and Mr. Zhang Zhihong, the non-executive Directors are Mr. Tang Xiuguo and Mr. Xiang Wenbo, and the independent non-executive Directors are Mr. Ng Yuk Keung, Mr. Poon Chiu Kwok and Mr. Hu Jiquan.

References

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