Securities code: 002813 securities abbreviation: Shenzhen Roadrover Technology Co.Ltd(002813) Announcement No.: 2022-005
Shenzhen Roadrover Technology Co.Ltd(002813)
Suggestive announcement on the proposed change of controlling shareholder and actual controller
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 tips:
1. This transaction (as defined below) involves changes in the controlling shareholders and actual controllers of Shenzhen Roadrover Technology Co.Ltd(002813) (hereinafter referred to as the “company”, “listed company”, “002813}” or “target company”). After the completion of the transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (hereinafter referred to as ” Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) “) will become the controlling shareholder of the listed company. Since Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller, Shenzhen Roadrover Technology Co.Ltd(002813) will be changed to no actual controller.
2. This transaction is an agreement transfer, does not touch the tender offer, and does not constitute a connected transaction.
3. This transaction still needs to obtain the compliance confirmation of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and complete the share transfer registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “China Securities Depository and Clearing Corporation”), 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.
4. This transaction will not have a significant adverse impact on the normal production and operation of the company. The company will continue to pay attention to the progress of the above-mentioned share transfer and the proposed change of control, and urge all parties to the transaction to timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations. Please pay attention to the investment risks.
Its shares in the company and the transfer of control rights. The counterparty of the transfer of control rights is Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , as follows: Guo Xiumei and her spouse Zhu Shucheng (collectively referred to as the “commitment party”) signed the share transfer agreement with Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) on February 7, 2022, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) it is proposed to acquire Shenzhen Roadrover Technology Co.Ltd(002813) 35988000 shares held by Guo Xiumei (accounting for 29.99% of the total share capital of the target company as of the date of this announcement, hereinafter referred to as the “target shares”), and the transfer price per share is RMB 21.67, which is no less than 90% of the closing price of Shenzhen Roadrover Technology Co.Ltd(002813) shares on the trading day before the signing date of the share transfer agreement (i.e. January 24, 2022), The total transfer price is RMB 779859960 (hereinafter referred to as “this share transfer” or “this transfer”); Meanwhile, Guo Xiumei signed the commitment on Shenzhen Roadrover Technology Co.Ltd(002813) waiver of voting rights (hereinafter referred to as “commitment on waiver of voting rights”), and voluntarily gave up the voting rights of all remaining 42999690 shares (accounting for about 35.83% of the total share capital of the target company as of the date of this announcement) (together with this share transfer, it is referred to as “this transaction”).
Before this transaction, Guo Xiumei held 78987690 shares of the company, accounting for 65.82% of the total share capital of the company. After the completion of this transaction, Guo Xiumei will also directly hold 42999690 shares of the company (hereinafter referred to as “remaining shares”), accounting for about 35.83% of the total share capital of the company; Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will hold 35988000 shares of the company, accounting for 29.99% of the total share capital of the company. In view of Guo Xiumei’s willingness to give up the voting rights of all remaining shares after the completion of this share transfer, and according to the relevant provisions of the share transfer agreement, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will have the right to restructure the board of directors and management. Therefore, after the completion of this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become the shareholder with the largest single voting share of the company, that is, the controlling shareholder of the company; Since Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no actual controller, the company will change to the status of no actual controller.
Subsequent Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will, depending on the situation at that time, make partial offers to all shareholders of the 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 company. According to the provisions of the share transfer agreement, the acceptor will actively provide support and cooperation according to the requirements of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) (including but not limited to urging the board of directors of the company to issue a report to all shareholders on the tender offer, vote in favour of the proposal at the board of directors of the company, accept the invitation for offer issued by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) ), To ensure that Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds no less than 48.82% of the company’s shares after the completion of the tender offer.
The details of this transaction are announced as follows:
1、 Signing of share transfer agreement
(I) basic information of relevant parties
1. Transferor
Guo Xiumei ID number: 412923********5127
2. Commitment party
Guo Xiumei ID number: 412923********5127
Zhu Shucheng ID number: 412923********5133
3. Transferee
Company name: Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
Unified social credit Code: 914300007121944054
Registered address: No. 361, yinpen South Road, Yuelu District, Changsha City, Hunan Province
Legal representative: Zhan Chunxin
Registered capital: 866661298400 yuan
Enterprise type: other joint stock limited companies (listed)
Business scope: development, production and sales of construction machinery, agricultural machinery, sanitation machinery, truck cranes and their special chassis, fire fighting vehicles and their special chassis, aerial operation machinery, emergency rescue equipment, mining machinery, coal mine machinery and equipment, material conveying equipment, other mechanical equipment, metal and non-metallic materials Optical electromechanical integration high-tech products and provide leasing and after-sales technical services; Sales of building decoration materials, special engineering vehicles and metal materials, chemical raw materials and chemical products (excluding dangerous chemicals and monitoring products); Sales of lubricating oil, grease and hydraulic oil (excluding sales of hazardous chemicals); Retail of refined oil products (limited to branches operating with licenses); Business and technology import and export; Investment in real estate industry with its own assets (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, Bill issuance, loan issuance, etc.). Used car sales; Dismantling and recycling of waste machinery and equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of September 30, 2021, shareholding of major shareholders:
As of the disclosure date of this announcement, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) did not hold shares of the company.
(II) main contents of share transfer agreement
1. 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 about 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.
2. 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 opening the co managed account, the transferee shall pay a deposit of RMB seventy-eight million (RMB 78000000) 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 shall pay RMB 600 million (the “first transfer price”) to the account designated by the transferor. (4) Within two (2) working days from the date when the relevant conditions specified in the share transfer agreement are met or exempted, the transferee will pay all the remaining share transfer price of RMB one million eight hundred and fifty-nine thousand nine hundred and sixty (RMB 101859960) (the “second transfer price”) after deducting the deposit and the first transfer price to the joint management account, The date on which the second transfer price is paid to the joint management account is referred to as the “payment date of the second transfer price” in the share transfer agreement. Within three (3) days from the date when the board of directors of the target company completes the reorganization agreed in the share transfer agreement, the transferor and the transferee will jointly issue payment instructions to the jointly managed bank, release the amount of RMB one million eight hundred and fifty-nine thousand nine hundred and sixty (RMB 101859960) in the jointly managed account to the transferor and pay it to the account designated by the transferor.
3. Transfer of subject shares
The transferor and the transferee shall, within three (3) working days from the date of obtaining the compliance confirmation document issued by Shenzhen Stock Exchange on this transfer and submitting the tax payment certificate of the transferor to the transferee for retention, submit the application document for transfer registration of the subject shares to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (“China Securities Depository and Clearing Corporation”) and obtain the acceptance document, And complete the change registration procedures of transferring all the subject shares to the transferee’s name no later than the second trading day after the application documents are accepted by China securities registration company. The date when the subject shares are registered in the name of the transferee is the “transfer registration date”. Each party shall try its best to ensure that the transfer registration procedures of the subject shares are completed within the validity period of the compliance confirmation document issued by Shenzhen Stock Exchange on this transfer.
4. Arrangement of board of directors and management personnel
After the completion of this transfer, the transferor shall, at the request of the transferee, (a) urge the directors, senior managers and supervisors of the target company to resign within the time limit specified by the transferee; (b) Exercise all rights exercisable by the transferor and take all necessary actions in accordance with applicable laws and the articles of association of the target company to realize that the personnel designated by the transferee will serve as directors, senior managers and supervisors of the target company after the completion of this transfer, including but not limited to the directors nominated and / or recommended by the transferee at the general meeting of shareholders and / or the board of directors of the target company In case of candidates for senior managers and supervisors, the transferor and its nominated directors and supervisors shall vote in favour of the above-mentioned candidates for directors, senior managers and supervisors at relevant meetings; And (c) urge the operation, management, personnel and business of the target company to adjust. The expenses, costs and expenses incurred in the above adjustment are within the scope of law, and the reasonable expenses, costs and expenses agreed by the transferee shall be borne by the target company, while the additional expenses, costs and expenses not within the scope of law or not agreed by the transferee shall be borne by the commitment party.
The transferee agrees and promises that in order to ensure the stability of the production, operation and corporate governance of the target company, the transferor has the right to require the transferee to nominate one (1) non independent director according to the requirements of the transferor on the premise that the proportion of the shares of the target company held by the transferor is not less than 5%, and the candidate of the director shall be designated by the transferor, The transferee shall exercise all rights exercisable by the transferee and take all necessary actions in accordance with applicable laws and the articles of association of the target company to realize that the candidate will serve as the director of the target company after the completion of this transfer, including but not limited to when the general meeting of shareholders and / or the board of directors of the target company consider the director candidate nominated and / or recommended by the transferor, The transferee and other directors nominated by the transferee (if involved) shall vote in favor of the above-mentioned director candidates at the relevant meeting.
5. Further action
The parties confirm that if the transferee intends to further increase its shares in the target company through partial tender offer after the transfer of the subject shares is completed, the transferee has the right to formulate and implement corresponding tender offer arrangements according to the situation at that time, The acceptor will actively provide support and cooperation according to the requirements of the transferee (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 sent by the transferee, etc.), To ensure that the proportion of shares of the target company held by the transferee after the completion of the tender offer is not less than 48.82%.
The transferor, its concerted actors and related parties (if any) shall directly and / or indirectly increase or reduce the shares of the target company in accordance with the following provisions: (a) during the period from the signing of the share transfer agreement to June 30, 2025, if the proportion of the shares of the target company held by the transferor, its concerted actors and related parties (if any) is not less than 5%, it shall be subject to the written consent of all parties, Otherwise, the aforesaid persons shall not directly and / or indirectly increase or reduce the shares of the target company; (b) If the proportion of shares of the target company held by the transferor and its concerted actors and related parties (if any) is less than 5%, it is not subject to the above restrictions; (c) If China Securities Regulatory Commission, Shenzhen Stock Exchange or other competent regulatory authorities have other provisions or requirements on the transferor’s direct and / or indirect increase, reduction or lock-in of the shares of the target company, they shall be implemented in accordance with their provisions or requirements.
