中國中車股份有限公司 CRRC CORPORATION LIMITED (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 1766)
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. 中國中車股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1766) ANNOUNCEMENT ON CONNECTED TRANSACTION ESTABLISHMENT OF A JOINT VENTURE ESTABLISHMENT OF GUOCHUANG COMPANY The Board hereby announces that, on 16 January 2019, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric, all of which are wholly-owned subsidiaries of the Company, entered into Agreement I with Zhuzhou Holding (an indirect wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties to establish Guochuang Company by way of joint contribution pursuant to the terms and conditions of Agreement I. Upon completion of the Transaction, Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding will hold 15%, 12%, 9% and 5%, respectively of the equity interests of Guochuang Company, which shall not become a subsidiary of the Company. PREVIOUS JV ESTABLISHMENTS In accordance with Agreement II, CRRC Tangshan, a wholly-owned subsidiary of the Company, together with CRRC GROUP, CRRC Environmental & Technology (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Quanzhou CRRC Water Co., Ltd.* by way of joint contribution. In accordance with Agreement III, CRRC Shandong, a wholly-owned subsidiary of the Company, together with CRRC GROUP and other Independent Third Parties, shall establish Jingjiang CRRC Water Co., Ltd.* by way of joint contribution. In accordance with Agreement IV, Times Electric and Times New Material, both of which are non-wholly-owned subsidiaries of the Company, together with Times Electric Vehicle (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Hunan Power Semiconductor Innovation Centre Co., Ltd.* by way of joint contribution. —1— IMPLICATIONS OF THE HONG KONG LISTING RULES The three transactions under the Previous JV Establishments constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest percentage ratios for such transactions calculated on a separate or aggregate basis are lower than 0.1%, the Previous JV Establishments are not subject to the annual report, announcement and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. As at the date of this announcement, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric are subsidiaries of the Company. Zhuzhou Holding is a subsidiary of CRRC GROUP which is a controlling shareholder of the Company, directly and indirectly holding 51.43% of the shares of the Company, Zhuzhou Holding is therefore a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules, and the Agreement I entered into among Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. According to Rule 14A.81 of the Hong Kong Listing Rules, the Transaction under Agreement I shall be consolidated with the Previous JV Establishments. Upon consolidation, as the highest applicable percentage ratio exceeds 0.1% but is less than 5%, the Transaction under Agreement I shall be subject to annual report and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. 1. INTRODUCTION The Board hereby announces that, on 16 January 2019, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric, all of which are wholly-owned subsidiaries of the Company, entered into Agreement I with Zhuzhou Holding (an indirect wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties to establish Guochuang Company by way of joint contribution pursuant to the terms and conditions of Agreement I. Upon completion of the Transaction, Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding will hold 15%, 12%, 9% and 5%, respectively of the equity interests of Guochuang Company, which shall not become a subsidiary of the Company. 2. AGREEMENT I 2.1 Date 16 January 2019 —2— 2.2 Parties (1) Zhuzhou Locomotive; (2) Zhuzhou Institute; (3) Zhuzhou Electric; (4) Zhuzhou Holding; (5) Zhuzhou Geckor; (6) Zhuzhou State-owned Assets Investment; (7) Zhuzhou Lince; (8) LAMIC; (9) Kingdee Software; (10) Zhuzhou Gofront Equipment; (11) Shenzhen Megmeet; and (12) Nanjing High Accurate Manufacturing. As at the date of this announcement, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric are subsidiaries of the Company, while Zhuzhou Holding is a subsidiary of CRRC GROUP. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the other parties and their respective ultimate beneficial owners is an Independent Third Party as at the date of this announcement. 2.3 Registered Capital of Guochuang Company and Contribution from the Parties According to Agreement I, the registered capital of Guochuang Company is RMB0.48 billion, to be injected by installments depending on business development. The capital will be contributed by each of the parties in cash. Each of the parties shall pay up its initial registered capital (RMB0.1 billion in aggregate to be paid in proportion of respective shareholding) within 30 working days from the date of incorporation of Guochuang Company (not later than 180 days from the date of incorporation of Guochuang Company). Subsequent contribution will be paid up by installments according to resolutions on the general meeting of Guochuang Company. —3— The amount to be subscribed in the capital of Guochuang Company by each of the parties, their respective initial contribution and shareholding in Guochuang Company are set forth below: Shareholding Amount to be Initial in Guochuang Parties Subscribed Contribution Company (RMB million) (RMB million) Zhuzhou Locomotive 72 15 15% Zhuzhou Institute 57.6 12 12% Zhuzhou Electric 43.2 9 9% Zhuzhou Holding 24 5 5% Zhuzhou Geckor 57.6 12 12% Zhuzhou State-owned Assets Investment 48 10 10% Zhuzhou Lince 43.2 9 9% LAMIC 38.4 8 8% Kingdee Software 24 5 5% Zhuzhou Gofront Equipment 24 5 5% Shenzhen Megmeet 24 5 5% Nanjing High Accurate Manufacturing 24 5 5% The contribution amount by each of the parties under the Agreement I has been determined by the parties in arm’s length negotiation after taking into account various factors such as the business nature of Guochuang Company, its working capital requirement and future development plans. 2.4 Business Scope of Guochuang Company The business scope of Guochuang Company shall cover: technology development, technology consultation, technology transfer, production and manufacturing, experiment and testing, investments, import and export trading, sales and training in respect of rolling stock and relevant components, electronic equipment, electromechanical equipment and related products; exhibition services and publication services (subject to registration with industry and commerce administration). —4— 2.5 Composition of the Board of Directors and Management of Guochuang Company The board of directors of Guochuang Company is comprised of seven directors (including an employee director). Each of Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Geckor, Zhuzhou State-owned Assets Investment, Zhuzhou Electric and LAMIC will recommend one person to act as director while the employee director will be recommended by Zhuzhou Lince and elected by staff representative’s meeting. The board of directors of Guochuang Company will have one chairman and one vice chairman. The chairman will be recommended by Zhuzhou Locomotive while the vice chairman will be recommended by Zhuzhou Institute. The chairman and the vice chairman shall be elected by the board of directors. The management of Guochuang Company will have a general manager and certain deputy general managers, initially four deputy general managers will be appointed to be responsible for investments, operation, financial matters and technology, respectively. The general manager of Guochuang Company will be recommended by Zhuzhou Locomotive, deputy general manager responsible for investment will be recommended by Zhuzhou State-owned Assets Investment, deputy general manager responsible for operation will be recommended by Zhuzhou Electric, deputy general manager responsible for financial matters will be recommended by Zhuzhou Lince, and deputy general manager responsible for technology will be recommended by Zhuzhou Institute. 3. REASONS FOR AND BENEFITS OF ENTERING INTO AGREEMENT I The establishment of Guochuang Company will be beneficial to the implementation of the Company’s innovation development strategy and a full use of synergy effect for respective strength of all parties, which conforms to the interests of the Company. 4. PREVIOUS JV ESTABLISHMENTS In accordance with Agreement II, CRRC Tangshan, a wholly-owned subsidiary of the Company, together with CRRC GROUP, CRRC Environmental & Technology (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Quanzhou CRRC Water Co., Ltd.* by way of joint contribution. In particular, CRRC Tangshan