濰柴動力股份有限公司 WEICHAI POWER CO., LTD. (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 2338)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your overseas listed foreign shares (“H Shares”) in Weichai Power Co., Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information purposes only and does not constitute an invitation of offer to acquire, purchase or subscribe for any securities. 濰柴動力股份有限公司 WEICHAI POWER CO., LTD. (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2338) POSSIBLE MAJOR TRANSACTION POSSIBLE ACQUISITION OF SHARES IN KION THROUGH EXERCISE OF THE CALL OPTIONS A letter from the Board is set out on pages 6 to 21 of this circular. A notice convening the EGM (as defined in this circular) of Weichai Power Co., Ltd. (the “Company”) to be held at the Company’s conference room at 197, Section A, Fu Shou East Street, High Technology Development Zone, Weifang, Shandong Province, the People’s Republic of China on 22 April 2013 has been issued by the Company on 7 March 2013. A reply slip and form of proxy used at the EGM were despatched by the Company on 7 March 2013. If you are eligible and intend to attend the EGM, please complete and return such reply slip in accordance with the instructions printed thereon on or before Tuesday, 2 April 2013. Whether or not you intend to be present at the EGM, you are requested to complete the forms of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM or any adjournment thereof if you so wish. 28 March 2013 CONTENTS Page Definitions ............................................................. 1 Letter from the Board 1. Introduction ....................................................... 6 2. Possible exercise of the Call Options .................................... 8 3. The potential IPO of KION ............................................ 14 4. Information on KION, Superlift and KMB ................................ 15 5. Authorisation from the shareholders’ general meeting to the Board in connection with the exercise of the Call Options ........................ 16 6. Reasons for the exercise of the Call Options .............................. 18 7. Financial effects of the exercise of the Call Options ......................... 19 8. Listing Rules implications ............................................ 20 9. EGM ............................................................. 20 10. Closure of Register of holders of H Shares ................................ 21 11. Recommendation .................................................... 21 12. Further information ................................................. 21 Appendix I — Financial information of the Group ........................ 22 Appendix II — Accountant’s report on the KION Group .................... 186 Appendix III — Management Discussion and analysis of the KION Group ...... 267 Appendix IV — Unaudited pro forma financial information of the Enlarged Group ....................................... 282 Appendix V — General information ..................................... 288 –i– DEFINITION In this circular, unless the context requires otherwise, the following expressions have the following meanings: “1st Announcement” the Company’s announcement dated 31 August 2012 “2nd Announcement” the Company’s announcement dated 20 December 2012 “2012 Announcements” the 1st Announcement, 2nd Announcement and the Company’s overseas regulatory announcement dated 28 December 2012 relating to the Framework Agreement and the transactions contemplated thereunder, including, inter alia, the grant of the Call Options “A Share(s)” the A Share(s), being ordinary share(s) issued in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed on the Shenzhen Stock Exchange “Acquisitions” (i) the subscription of new shares in the capital of KION representing 25% of the enlarged share capital of KION after completion; and (ii) the acquisition of 70% of the interest in LHY Co, further details of which are set out in the 2012 Announcements “Articles of Association” the articles of association of the Company “Business Day” any day other than Saturdays, Sundays and public holidays in Frankfurt am Main/Germany “Call Options” KION Call Option and Superlift Call Option “Cap Amount” the estimated maximum aggregate investment amount to be paid by the Company upon the exercise of the Call Options as set out in the section headed “5. Authorisation from the Shareholders’ general meeting to the Board in connection with the exercise of the Call Options” in this circular “Capitalisation of the Superlift the conversion (in the economic sense) of the Superlift Funding Loan” Funding Loan into shares of KION by way of a transfer of all issued shares in Superlift Funding and a receivable held by Superlift against Superlift Funding to KION against new shares to be issued by KION immediately prior to the IPO –1– DEFINITION “Company” 濰柴動力股份有限公司 (Weichai Power Co., Ltd.), a company established in the PRC with limited liability “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on 22 April 2013 to consider and, if thought fit, approve the exercise of the Call Options “Enlarged Group” the Group as enlarged by the acquisition of shares in KION through the full exercise of the Call Options “EU” the European Union “EUR” or “C” Euro, the lawful currency of the European Union “EURIBOR” the Euro Interbank Offered Rate “Framework Agreement” the framework agreement dated 31 August 2012 entered into among the Company, KION, KION Group GmbH, LMH, Superlift and KMB (as supplemented by the amendment agreement entered into among the Company, Weichai Lux, KION, KION Group GmbH, LMH, Superlift and KMB on 20 December 2012 (Beijing time)) “Group” the Company and its subsidiaries (as defined in the Listing Rules) “H Share(s)” the H Share(s), being the overseas listed foreign share(s) issued in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed on the main board of the Hong Kong Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “IFRS” the International Financial Reporting Standards promulgated by the International Accounting Standards Board, which comprise the International Accounting Standards –2– DEFINITION “IPO” an initial public offering of the shares of KION or any successor entity of KION “KION” KION Holding 1 GmbH, a limited liability company incorporated in Germany and to be converted into a stock corporation prior to the IPO “KION Call Option” the call option granted to Weichai Lux under the KION Shareholders’ Agreement to subscribe for new shares in KION, further details of which are set out in the section headed “2. Possible exercise of the Call Options — (a) KION Call Option” in this circular “KION Group” KION and its subsidiaries “KION Group GmbH” KION Group GmbH, a limited liability company incorporated in Germany and an indirect wholly owned subsidiary of KION “KION Shareholders’ Agreement” the shareholders’ agreement as of 27 December 2012 entered into in accordance with the terms of the Framework Agreement among Weichai Lux, KION, Superlift and KMB “KMB” Kion Management Beteiligungs GmbH & Co. KG, a limited partnership established in Germany which holds 5.71% of the issued share capital of KION as at the Latest Practicable Date “Latest Practicable Date” 26 March 2013, being the latest practicable date for the purpose of ascertaining certain information contained in this circular before its despatch “LHY Co” Linde Hydraulics GmbH & Co. KG, a limited partnership established in Germany which is a 70% indirectly owned subsidiary of the Company, further details of which are disclosed in the 2012 Announcements “Linde Hydraulics” the hydraulics business operated by a business unit/department of LMH, which is principally engaged in the business of development, manufacturing, production, sale and marketing, and servicing of hydraulic pumps, hydraulic motors, hydraulic valves, gears and gear drives, ancillary castings and foundry of hydraulic components –3– DEFINITION “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “LMH” Linde Material Handling GmbH, a limited liability company incorporated in Germany and an indirect wholly owned subsidiary