Discloseable Transaction

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Zoomlion Heavy Industry Science and Technology Co., Ltd.*
中聯重科股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1157)
DISCLOSEABLE TRANSACTION
Reference is made to the Announcements dated 15 August 2014 and 19 August 2014 in relation
to the acquisition of the Relevant Interest in the Target Company by way of participating in the
public bid held by Anhui Changjiang Equity Exchange. As of the date of this announcement, the
Proposed Acquisition has passed the examination from the Anti-monopoly Bureau of the Ministry
of Commerce of the PRC, and the completion process is still undergoing.
The Company hereby announces that on 30 December 2014, Wuhu Ruitong and the Company
entered into the Share Transfer Agreement, pursuant to which the Company has agreed to
acquire, and Wuhu Ruitong has agreed to transfer, 225,300,000 shares of the Target Company,
representing 7.51% of the entire issued share capital of the Target Company, at the consideration
of RMB261,348,000.
As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing
Rules) in respect of the Transfer, when aggregated with the Proposed Acquisition, exceeds 5%
but is less than 25%, the Transfer when aggregated with the Proposed Acquisition constitutes a
discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to
the notification and announcement requirements under the Listing Rules.
BACKGROUND
Reference is made to the Announcements dated 15 August 2014 and 19 August 2014 (the
Announcements) in relation to the acquisition of the Relevant Interest in the Target Company by
way of participating in the public bid held by Anhui Changjiang Equity Exchange. Unless otherwise
defined or the context otherwise requires, terms in this announcement shall have the same meanings
as those used in the Announcements.
As of the date of this announcement, the Proposed Acquisition has completed the examination from
the Anti-monopoly Bureau of the Ministry of Commerce of the PRC, and the completion process is
still undergoing.
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The Company hereby announces that on 30 December 2014, Wuhu Ruitong Investment Company
Limited* (蕪湖瑞通投資股份有限公司) (Wuhu Ruitong) and the Company entered into a
share transfer agreement (the Share Transfer Agreement), pursuant to which the Company has
agreed to acquire, and Wuhu Ruitong has agreed to transfer, 225,300,000 shares (the Relevant
Shares) of Zoomlion Heavy Machinery Company Limited* (中聯重機股份有限公司), formerly
known as Chery Heavy Industry Co., Ltd.* (奇瑞重工股份有限公司) (the Target Company),
representing 7.51% of the entire issued share capital of the Target Company, at the consideration of
RMB261,348,000 (the Transfer).
Upon the completion of the Transfer, the Target Company will become a 67.51% owned subsidiary
of the Company.
THE SHARE TRANSFER AGREEMENT
Date:
30 December 2014
Transferor:
Wuhu Ruitong
Transferee:
the Company
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry,
each of the Target Company and Wuhu Ruitong and its ultimate beneficial owner are third parties
independent of the Company and its connected persons.
Consideration
A consideration of RMB261,348,000 is payable from the Company to Wuhu Ruitong for the
transfer of the Relevant Shares in the Target Company from Wuhu Ruitong to the Company.
The consideration for the Proposed Acquisition is determined with reference to the quoted bidding
price of the Target Company on the Anhui Changjiang Equity Exchange as at 15 August 2014.
Payment
By 31 March 2015, a consideration of RMB261,348,000 shall be payable in one lump sum by the
Company to Wuhu Ruitong.
BASIC INFORMATION ON WUHU RUITONG
Wuhu Ruitong is a company incorporated in the PRC. Its principal business activities include
investment, production, sales and research and development of machine manufacture; industrial
investment; project investment; real estate development (with operational qualifications); sales of
mechanical parts; import and export of various commodities and technologies by itself or through
agent (except those commodities and technologies limited or prohibited by the state); technologies
consultancy, development and transfer; business management consultancy service.
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BASIC INFORMATION ON THE TARGET COMPANY
The Target Company is a company incorporated in the PRC. Its principal business activities
include research and development, production, sales, repair and maintenance and leasing of
engineering machinery, construction machinery, agricultural machinery, maritime machinery,
mining machinery, vessel, machine tool, modified automobile and special-purpose vehicle (with
permit for special business where required); research and development, production and sales of
spare and assembled parts and components (such as engine, transmission, bridge, electro-hydraulic
control system) of machinery, vessels and machine tools; import and export of various commodities
and technologies by itself or through agent (except those commodities and technologies limited or
prohibited by the state); brand design and promotion; intellectual properties agency and consultation
service; advertising design, production, agency and distribution; exhibition services; engineering
investigation service.
The following table sets out the key financial indicators shown in the consolidated financial
statements of the Target Company:
Unit: Million RMB
The financial
Six months
year ended
ended
31 December
30 June 2014
2013
(unaudited)
(audited)
Key financial indicators
Total assets
Total liabilities
Shareholders’ equity
Shareholders’ equity attributable to parent company
Operating revenue
Net profits before taxation and extra-ordinary items
Net profits after taxation and extra-ordinary items
9,398.39
5,797.77
3,600.62
3,001.08
2,112.60
13.79
15.20
8,724.41
5,124.39
3,600.02
3,005.99
3,861.76
90.79
90.66
INFORMATION ON THE COMPANY
The Company and its subsidiaries are a leading China-based construction machinery manufacturer
providing diversified products, including concrete machinery, crane machinery and environmental
and sanitation machinery, with a presence in Asia, Europe and other regions.
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REASONS FOR THE TRANSFER AND IMPACT ON THE COMPANY
The Directors consider that the Transfer would be beneficial to further strengthen the Company’s
profitability in the future and facilitate the implementation of strategic transformation. The
Directors (including the independent non-executive Directors) are of the view that the terms of the
Share Transfer Agreement are on normal commercial terms, fair and reasonable and in the interest
of the Company and its shareholders as a whole.
LISTING RULES IMPLICATION
As one or more of the applicable percentage ratios (as defined under Rule14.04(9) of the Listing
Rules) in respect of the Transfer, when aggregated with the Proposed Acquisition, exceeds 5%
but is less than 25%, the Transfer when aggregated with the Proposed Acquisition constitutes a
discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the
notification and announcement requirements under the Listing Rules.
By the order of the Board
Zoomlion Heavy Industry Science and Technology Co., Ltd.*
ZHAN Chunxin
Chairman
Changsha, the PRC, 30 December 2014
As at the date of this announcement, the executive directors of the Company are Dr. Zhan Chunxin and Mr. Liu Quan; the nonexecutive director is Mr. Qiu Zhongwei; and the independent non-executive directors are Dr. Qian Shizheng, Mr. Wang Zhile and
Mr. Lian Weizeng.
*
for identification purpose only
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