Securities code: 000157 securities abbreviation: Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) Announcement No.: 2022-003 securities code: 112805 securities abbreviation: 18 Zhonglian 01
Securities code: 112927 securities abbreviation: 19 Zhonglian 01
Securities code: 149054
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
About the acquisition of Shenzhen Roadrover Technology Co.Ltd(002813)
Announcement of controlling interest
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.
1、 Transaction overview
1. Basic information of this transaction
On February 7, 2022, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (hereinafter referred to as "the company" or " Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ", as the transferee) signed the share transfer agreement with Ms. Guo Xiumei (as the transferor) and Mr. Zhu Shucheng (the spouse of the transferor, as the commitment party together with the transferor), The company intends to acquire 35.988 million shares of Shenzhen Roadrover Technology Co.Ltd(002813) (hereinafter referred to as "target company" or " Shenzhen Roadrover Technology Co.Ltd(002813) ") held by Ms. Guo Xiumei (accounting for 29.99% of the total share capital of the target company on the signing date of the share transfer agreement) (hereinafter referred to as "target shares"), with a transfer price of RMB 21.67 per share, Not less than 90% of the closing price of the target company's shares on the trading day before the signing date of the share transfer agreement (i.e. January 24, 2022), and the pricing basis complies with the relevant provisions of the guidelines for the handling of share transfer business of listed companies on Shenzhen Stock Exchange, The total amount of the subject share transfer price payable by the company is RMB 779859960 (hereinafter referred to as "this share transfer", "this transfer" or "this transaction").
After the completion of this share transfer, the company will hold 35.988 million shares of the target company, accounting for 29.99% of the total share capital of the target company on the signing date of the share transfer agreement. The subsequent company will, depending on the situation at that time, make partial offers to all shareholders of the target company in accordance with the requirements of relevant laws and regulations, departmental rules and normative documents, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of the target company. According to the provisions of the share transfer agreement, the acceptor will actively provide support and cooperation according to the requirements of the company (including but not limited to urging the board of directors of the target company to issue a report to all shareholders on the tender offer, voting in favor of the proposal at the board of directors of the target company, accepting the offer invitation issued by the company, etc.), To ensure that the company holds no less than 48.82% of the shares of the target company after the completion of the tender offer.
In this share transfer, all the share transfer price paid by the company comes from its own and / or self raised funds.
After the completion of this share transfer, Ms. Guo Xiumei will also directly hold 42999690 shares of the target company (hereinafter referred to as "remaining shares"), accounting for about 35.83% of the total share capital of the target company. On February 7, 2022, Ms. Guo Xiumei issued the commitment on Shenzhen Roadrover Technology Co.Ltd(002813) waiver of voting rights. According to the commitment, from the effective date of the commitment, Ms. Guo Xiumei voluntarily and irrevocably gave up all the remaining shares held within the waiver period agreed in the commitment, including the allotment of shares, share giving, capital reserve conversion to share capital The voting rights, nomination and proposal rights, convening rights, participation rights, supervision and suggestion rights enjoyed by the shares increased due to share splitting and other circumstances, as well as all other rights except the property rights such as the right of income and the right of disposal (including but not limited to transfer, pledge, etc.).
After the completion of the above transaction, the company will become the controlling shareholder of the target company.
2. Review procedures of this transaction
The company held the first interim meeting of the sixth board of directors in 2022 on February 7, 2022, and deliberated and adopted the proposal on acquiring Shenzhen Roadrover Technology Co.Ltd(002813) controlling right. This transaction does not need to perform the deliberation procedures of the general meeting of shareholders.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. The implementation of this share transfer still needs to obtain the compliance confirmation of share transfer agreement of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") and complete the transfer registration of share transfer. There is uncertainty about whether the transaction can obtain compliance confirmation and the time when the compliance confirmation is finally obtained and the transfer registration is completed.
2、 Basic information of counterparty
Ms. Guo Xiumei, a natural person of Chinese nationality, is the controlling shareholder and actual controller of the target company. As of the signing date of the share transfer agreement, Ms. Guo Xiumei holds 78987690 shares of the target company, accounting for 65.82% of the total share capital of the target company. Mr. Zhu Shucheng is the spouse of Ms. Guo Xiumei.
Upon inquiry, Ms. Guo Xiumei and Mr. Zhu Shucheng are not the persons subject to execution for breach of faith.
3、 Basic information of transaction object
1. Basic information of target company
Company name: Shenzhen Roadrover Technology Co.Ltd(002813)
Legal representative: Zhu junbing
Unified social credit Code: 91440300792564532t
Enterprise type: joint stock limited company (listed)
Registered capital: RMB 120 million
Date of establishment: August 17, 2006
Address: 8th and 9th floors, block C, building 5, No. 11, Haitian 1st Road, Nanshan District, Shenzhen
Business scope: technical development and sales of auto parts, auto digital series equipment, electronic products, navigation locator, communication products, computer software and hardware, office software, electromechanical products, auto electronic products, instruments and meters, production of on-board navigation and entertainment all-in-one machine (operated by branches), China trade, establishment of industry (specific projects will be reported separately), Import and export of goods and technology.
The target company is an A-share listed company whose shares are listed on the Shenzhen stock exchange with the stock code of "002813" and the stock is abbreviated as " Shenzhen Roadrover Technology Co.Ltd(002813) ".
2. Shareholders
According to the third quarter report of Shenzhen Roadrover Technology Co.Ltd(002813) 2021 disclosed by the target company, as of September 30, 2021, the details of the top ten shareholders of the target company are as follows:
Serial number shareholder name shareholding quantity (share) shareholding ratio
1 Guo Xiumei 78987690 65.82%
2 Zhang zongtao 1438910 1.20%
3 Qiu Yu 660000 0.55%
4 Peng Nan 417922 0.35%
5 Zhu Yuguang 349910 0.29%
6 Liao Xiaoqiang 285630 0.24%
7 Hu Jinmin 282940 0.24%
8 Lin Lin 275000 0.23%
9 Chen Shoufeng 222970 0.19%
10. Jinguoxin 221600 0.18%
3. Main business
The target company is mainly engaged in the development, production, sales and services of automotive informatization, intellectualization and intelligent travel related products. The main products are intelligent cockpit, intelligent cockpit, intelligent assisted driving and vehicle networking related products. The specific products include intelligent vehicle machine, LCD digital instrument, 360 panorama, electric tailgate, Adas, HUD, streaming media rearview mirror, tachograph Electronic side mirrors, ministry standard machines, wireless charging and other automotive electronic products and T-box and other automotive networking products; At the same time, the subsidiary of the target company has also invested in the research and development of intelligent driving and driverless solutions, intelligent travel solutions and other products, and invested in and carried out the business of ultra-fine powder of metallurgical waste residue.
4. Key financial data
According to the public information disclosed by the target company, the main financial data of the target company in the latest year and the first period are as follows:
Project from January to September 2021 to 2020
Operating income (yuan): 261742245.47 492663142.86
Shares attributable to listed companies
5,525,423.24 79,191,229.93
Net profit of Dongdong (yuan)
Shares attributable to listed companies
Deduction of non recurring expenses from East 617681.10 -90410085.00
Net profit of profit and loss (yuan)
September 30, 2021 December 31, 2020
Total assets (yuan): 558147796.27 540504892.38
Shares attributable to listed companies
Owner's equity of East 388091674.12 382692956.68
(yuan)
Note: the financial data of the target company in 2020 have been audited by Dahua Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
5. After inquiry, the articles of association of the target company does not contain any other provisions restricting shareholders' rights other than laws and regulations, and the target company is not a dishonest person.
6. Ownership
As of the date of this announcement, the subject shares held by the transferor have not been pledged, frozen or any other circumstances affecting the transfer of the subject shares, and will not be subject to recourse by any third party after the transfer of the shares.
7. Other matters
After the completion of this share transfer, the target company will be included in the scope of the company's consolidated statements, and the company does not provide guarantee and financial assistance for the target company.
4、 Main contents of transaction documents
(I) share transfer agreement
On February 7, 2022, the company signed the share transfer agreement with Ms. Guo Xiumei and Mr. Zhu Shucheng. The main contents of the agreement are as follows:
1. Agreement subject
(1) Ms. Guo Xiumei, as the transferor;
(2) Mr. Zhu Shucheng (the spouse of Ms. Guo Xiumei) and the transferor jointly act as the commitment party;
(3) The company, as the transferee.
2. Transfer of shares
According to the terms and conditions of the share transfer agreement, the transferor will transfer a total of 35.988 million shares of the target company (accounting for 29.99% of the total share capital of the target company on the signing date of the share transfer agreement) to the transferee through agreement transfer, and the transferee will transfer the target shares. The transfer price per share of the subject shares ("transfer price per share") is RMB twenty-one point sixty-seven (rmb21.67).
The total amount of the transfer price of the subject shares payable by the transferee is the product of the transfer price per share and the number of the subject shares. The amount of the share transfer price ("share transfer price") payable by the transferee to the transferor is RMB 779859960.
3. Payment of share transfer price
The parties agree that the share transfer price shall be paid in accordance with the following agreements:
(1) Within five (5) working days from the effective date of the share transfer agreement, the transferor and the transferee shall open a jointly managed bank account ("jointly managed account") in the name of the transferee in a bank designated by the transferee ("jointly managed bank"), and the reserved seal of the jointly managed account shall include the seal of the transferor and the transferee at the same time, And only after the transferor and the transferee jointly issue payment instructions and cooperate with the operation can the funds in the jointly managed account be used for external payment. The transferor and the transferee shall sign a fund supervision agreement with the co managed bank on matters related to the opening and management of the co managed account, and the fund supervision agreement shall comply with the provisions of the share transfer agreement on the co managed account and the related payment and other treatment arrangements.
(2) Within five (5) working days from the date of completion of the opening of the co managed account, the transferee shall pay a deposit of RMB seventy-eight million (RM b7800000) to the co managed account for the transferor to complete the payment of the taxes payable according to the applicable Chinese laws in this transfer. The date on which the deposit is paid to the co managed account is referred to as the "deposit payment date" in the share transfer agreement.
Within two (2) working days from the date of obtaining the confirmation of share transfer application of listed companies on Shenzhen Stock Exchange, the transferor and the transferee will jointly issue payment instructions to the joint management bank and pay the deposit in the joint management account to the account designated by the competent tax authority according to the tax amount determined in the payment notice within the time limit required by the competent tax authority, If the amount of the deposit is not enough to pay the tax in full, the difference shall be made up by the transferor with its own or self raised funds; The transferor shall timely obtain the tax payment certificate and submit it to the transferee for retention within two (2) working days from the date of acquisition. Without the prior written consent of the transferee, the transferor shall not use the deposit for any purpose other than tax payment. The transferor and the transferee agree that if the transferee pays the deposit to the transferor for tax payment in accordance with this paragraph, it shall be deemed that the transferee has paid the transferor seventy-eight million yuan (RMB 7800000) of the share transfer price.
(3) Within three (3) working days after the transferor submits the tax payment certificate to the transferee, the transferee will pay RMB 600 million
