Securities code: 002475 securities abbreviation: Luxshare Precision Industry Co.Ltd(002475) Announcement No.: 2022-005
Bond Code: 128136 bond abbreviation: Lixun convertible bond
Luxshare Precision Industry Co.Ltd(002475)
Voluntary information disclosure announcement on the acquisition of the controlling interest of convergence technology Co., Ltd
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
In order to further improve the strategic layout, Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as ” Luxshare Precision Industry Co.Ltd(002475) ” or “the company”) intends to adopt luxshare precision Limited ( Luxshare Precision Industry Co.Ltd(002475) Co., Ltd., hereinafter referred to as “luxshare precision”) as a wholly-owned overseas subsidiary, at HK $0.80 per share (according to the central parity rate of HK $to RMB published by the people’s Bank of China on February 11, 2022, 1:0.81656 (the same below) (equivalent to about 0.65 yuan per share) to acquire time interconnect technology Limited (Stock Code: 01729.hk, hereinafter referred to as “convergence technology” or “target company”), a company listed on the main board of the stock exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) held by datatech investment Inc. (hereinafter referred to as “seller 1”) 204930000 shares (accounting for about 11.09%, hereinafter referred to as “target share 1”) and 1175070000 shares of the target company held by time I interconnect Holdings Limited (hereinafter referred to as “seller 2”) (accounting for about 63.58%, hereinafter referred to as “target share 2”, together with target share 1, referred to as “target share”), A total of 138000000 shares of the target company (accounting for about 74.67%), and the total consideration for the acquisition is HK $1104000000.00 (hereinafter referred to as “the acquisition”). In connection with this acquisition, seller 1, seller 2, luxshare precision and lo chungwai, Paul (hereinafter referred to as the “guarantor”) signed the share purchase and sale agreement (hereinafter referred to as the “transaction agreement”) on February 11, 2022 (hereinafter referred to as the “signing date”).
As the third-party pledge right (hereinafter referred to as “share pledge”) is still set on the subject share 1 on the signing date of the transaction agreement, according to the transaction agreement, if the share pledge is not released at the time of delivery, luxshare precision has the right not to purchase the subject share 1, but to deliver only the part of the subject share 2. In this case, After the closing, luxshare precisio n will hold 1175070000 subject shares, accounting for about 63.58% of the issued shares of the subject company on the date of this announcement.
According to rule 26.1 of the Hong Kong Code on corporate acquisitions, mergers and share repurchases (hereinafter referred to as the code), or about 63.58% of the shares (if only the part of the acquisition target shares 2 is settled), because it will obtain more than 30% of the voting rights of the target company, An unconditional mandatory cash offer must be issued to other shareholders of the target company (holding about 25.33% of the shares of the target company in total (if the settlement is made for the acquisition of all the shares of the target company) or about 36.42% of the shares (if the settlement is made only for the acquisition of part of the shares 2 of the target company)), and the offer price is HK $0.80/share. At the same time, in accordance with Rule 13 of the code and the application guidelines in Item 6, luxshare precision shall send a cash offer for share options to the holders of the share options of the target company (as of the announcement date, the number of outstanding share options held by the optionees is 143208000) to cancel the share options, The difference between the offer price and the exercise price of each option is HK $2400.80 per share, and the exercise price of each option is HK $960.00 per share.
Whether the above offers to other shareholders and option holders are finally accepted or not is an uncertain matter, which needs to be considered according to the actual situation. It is assumed that the amount of cash offer consideration payable by luxshare precision is respectively:
Proportion of purchased shares applicable cash offer consideration
(HK $)
It is assumed that all the share options are subject to the company’s share offer consideration of 374432000.00, all the subject rights are not exercised, and the share offer cancels all the shares with the share offer consideration of 66470880.00 (accounting for about all shares accepted)
74.67%) assuming that all options are subject to the company’s share offer consideration 488998400.00 has been exercised and the share offer has been cancelled, all option offer consideration has not been fully accepted
It is assumed that all share options are subject to the company’s share offer consideration of 538376000.00, only the acquisition of the subject shares is not exercised, and the share offer cancels all share option offer consideration of 66470880.00 (accounting for about all accepted)
63.58%) assuming that all options are subject to the company’s share offer consideration 652942400.00 has been exercised and the share offer has been cancelled, all option offer consideration has not been fully accepted
If the subject company pays dividends or makes any dividend distribution after (including) the date of this announcement and before the expiration of the offer period, luxshare precision plans to deduct the amount of such dividends from the offer price of shares.
In accordance with the Listing Rules of Shenzhen Stock Exchange and the articles of association and other relevant provisions, the acquisition belongs to the approval authority of the general manager and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. This acquisition does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of counterparty
(Ⅰ) Datatech Investment Inc.
2. Nature of enterprise: limited liability company
3. Registered address: House of Francis, Room 303, ile du Port, Mahe, Seychelles
4. Main office address: room 612, 6 / F, optoelectronics center, 2 Keji Avenue East, Hong Kong Science Park, Shatin, Hong Kong Special Administrative Region
5. Director: Luo Zhongwei
6. Authorized share capital: USD 1000000
7. Company No.: 194514
8. Main business: investment holding
9. Major shareholder: Mr. Luo Zhongwei holds 100% equity of datatechinvestment Inc. through lacosta harness limited
10. Other notes: datatech investment Inc. holds 11.09% of the equity of the target company, has no relationship with the company and the top ten shareholders, and is not a dishonest executee.
(Ⅱ) Time Interconnect Holdings Limited
1. Company Name: time interconnect Holdings Limited
2. Nature of enterprise: limited liability company
3. Registered address: 3rd floor, J & C building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, vg1110
4. Main office address: Room 601, 6 / F, optoelectronics center, 2 Keji Avenue East, Hong Kong Science Park, Shatin, Hong Kong Special Administrative Region
5. Director: Luo Zhongwei
6. Authorized share capital: USD 50000
7. Company No.: 1946359
8. Main business: investment holding
9. Major shareholders: Mr. Luo Zhongwei directly and indirectly holds 59.82% equity, GP Industries Limited holds 38.13% equity, and the other shareholders hold 2.05% equity.
10. Other notes: time interconnect Holdings Limited holds 63.58% of the equity of the subject company, has no relationship with the company and the top ten shareholders, and is not a dishonest executee. 3、 Basic information of transaction object
(I) basic information:
1. Company Name: time interconnect technology Limited
2. Enterprise nature: limited liability company (listed on the Hong Kong Stock Exchange in February 2018, stock code: 01729)
3. Address: Room 601, optoelectronics center, No. 2, science and technology Avenue East, Hong Kong Science Park, Shatin, Hong Kong Special Administrative Region
4. Chairman of the board of directors: Luo Zhongwei
5. Authorized share capital: HK $30000000
6. Date of establishment: June 15, 2017
7. Main business: it mainly produces and sells copper cable, optical cable and wire components and network wire components. The products are used in telecommunications, data center, industrial equipment, medical equipment, network wires and other fields.
8. Other notes: convergence technology has no relationship with the company and its controlling shareholders, nor is it a dishonest executee. (II) equity structure:
Before and after the acquisition (before and after the comprehensive offer (before and after the comprehensive offer, it is assumed that all the underlying shares are delivered) and only the underlying shares 2 are delivered)
Shareholder name shareholding ratio shareholder name shareholding ratio shareholder name shareholding ratio
Time LUXSHARE
Interconnect 63.58% PRECISIO 63.58%Holdings LUXSHARE N LIMITED
Limited PRECISION 74.67%
Datatech LIMITED Datatech
Investment 11.09% Investment 11.09%Inc. Inc.
Others 25.33% others 25.33% others 25.33%
Total 100% total 100% total 100%
(III) financial data
The main financial data of convergence technology in recent years are as follows:
Monetary unit: thousands of Hong Kong dollars
Project fy2022h1 fy2021
(Unaudited)
Total assets 3052072 2598964
Total liabilities 2109499 1734563
Net assets (parent standard): 930280 852474
Operating income 1740522 3008019
Net profit (attributable to parent company) 91187 226361
Note: fy2021 refers to the financial year 2021, i.e. from April 1, 2020 to March 31, 2021; Fy2022h1 refers to the first half of financial year 2022, i.e. April 1, 2021
