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Zoomlion Heavy Industry Science & Technology Co., Ltd. Proxy Solicitation & Information Statement 2024
35658_rns_2024-09-23_eb1bded2-4c89-4a51-b8de-4aa8018c1d3c.pdf
Proxy Solicitation & Information Statement
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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 or as to the action you should take, 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 H shares in Zoomlion Heavy Industry Science and Technology Co., Ltd.*, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
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)
(1) TERMINATION OF THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF A SUBSIDIARY
AND
(2) NOTICE OF EGM
A notice convening the EGM to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC on Wednesday, 9 October 2024 at 2:30 p.m. is set out on pages 6 to 7 of this circular.
Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form, in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof if you so wish.
For identification purposes only
23 September 2024
CONTENTS
Page
Definitions 1
Letter from the Board 3
(1) Introduction 3
(2) Resolution to terminate the Proposed Spin-off 3
(3) Resolution to authorise the Board and its authorised person to deal with all matters in connection with the Proposed Termination 4
(4) EGM 5
(5) Voting by poll 5
(6) Recommendation 5
Notice of EGM 6
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“2023 EGM” the extraordinary general meeting of the Company held on Wednesday, 2 August 2023 to approve the Proposed Spin-off and related matters
“A Share(s)” domestic share(s) of RMB1.00 each in the share capital of the Company which are listed on Shenzhen Stock Exchange and traded in RMB
“Acquisition” the proposed acquisition by Luchang of 99.5320% interest in Zoomlion Aerial Machinery at a total consideration of RMB9,379,765,821, to be satisfied by the issue of 392,623,084 new shares in Luchang in aggregate
“Announcements” the Company’s announcements dated 13 September 2024 and 19 September 2024 relating to the Proposed Termination
“Board” the board of Directors
“Company” 中聯重科股份有限公司 (Zoomlion Heavy Industry Science and Technology Co., Ltd.*), a joint stock company incorporated in the PRC with limited liability
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC at 2:30 p.m. on Wednesday, 9 October 2024
“H Share(s)” overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company which are listed on Hong Kong Stock Exchange and traded in Hong Kong dollars
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
- 1 -
- For identification purposes only
DEFINITIONS
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Luchang” Shenzhen Luchang Technology Co., Ltd.* (深圳市路暢科技股份有限公司), a non-wholly owned subsidiary of the Company, the shares of which are listed on Shenzhen Stock Exchange
“Placing” the proposed placing of new shares by Luchang to not more than 35 designated targets for fund raising purpose
“PRC” the People’s Republic of China excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan region
“Proposed Spin-off” the proposed spin-off and separate listing of Zoomlion Aerial Machinery by the Company, to be effected by way of the Acquisition and the Placing
“Proposed Termination” the proposed termination of the Proposed Spin-off
“RMB” Renminbi, the lawful currency of the PRC
“Share(s)” A Share(s) and H Share(s), or where the context requires, either of them
“Shareholder(s)” holder(s) of the Shares
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange of the PRC
“subsidiaries” has the meaning ascribed to it under the Hong Kong Listing Rules
“Zoomlion Aerial Machinery” Hunan Zoomlion Intelligent Aerial Work Machinery Co., Ltd.* (湖南中聯重科智能高空作業機械有限公司), a non-wholly owned subsidiary of the Company
“%” per cent.
- 2 -
LETTER FROM THE BOARD
ZOOMLION
中联重利
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)
Members of the Board
Chairman and executive Director:
Dr. ZHAN Chunxin
Registered office
No. 361, Yin Pen South Road,
Changsha City, Hunan Province, the PRC
Non-executive Directors:
Mr. HE Liu
Mr. Wang Xianping
Independent non-executive Directors:
Mr. ZHANG Chenghu
Mr. Guobin HUANG
Mr. WU Baohai
Ms. HUANG Jun
Dear Shareholders,
(1) TERMINATION OF THE PROPOSED SPIN-OFF AND
SEPARATE LISTING OF A SUBSIDIARY
AND
(2) NOTICE OF EGM
1. INTRODUCTION
Reference is made to the Announcements.
The purpose of this circular, of which this letter forms part, is to give you notice of the EGM and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM.
2. RESOLUTION TO TERMINATE THE PROPOSED SPIN-OFF
As disclosed in the Announcements, it is proposed that the Proposed Spin-off be terminated subject to approval from Shareholders at the EGM.
LETTER FROM THE BOARD
Since commencing work on the Proposed Spin-off, the Company and the relevant parties have actively pushed for the implementation of the Proposed Spin-off and adhered to all confidentiality and information disclosure obligations in accordance with the relevant regulations. Relevant resolutions had been passed by the Board and the Shareholders in general meeting to approve the Proposed Spin-off. Various agreements had also been entered into by the Company with Luchang, Zoomlion Aerial Machinery and other shareholders of Zoomlion Aerial Machinery in respect of the Acquisition.
In light of material changes in market conditions since the inception of the Proposed Spin-off however, the Company has decided to terminate the Proposed Spin-off to effectively safeguard the interests of the Company and its investors after full consideration and prudent discussion with relevant parties.
On 2 August 2023, the Shareholders authorised the Board and its authorised persons to deal with all matters in connection with the Proposed Spin-off at the 2023 EGM. However, since such authorisation was only valid for 12 months from the date of the 2023 EGM until 1 August 2024, the resolutions in respect of the Proposed Termination are subject to the approval of Shareholders at the EGM.
3. RESOLUTION TO AUTHORISE THE BOARD AND ITS AUTHORISED PERSON TO DEAL WITH ALL MATTERS IN CONNECTION WITH THE PROPOSED TERMINATION
To ensure the smooth operation of matters in connection with the Proposed Termination, the Company proposes to authorise the Board and its authorised person (being Mr. Zhan Chunxin, the chairman of the Board) to deal with all matters in connection with the Proposed Termination, including but not limited to:
(i) To authorise the Board and its authorised person to exercise (for and on behalf of the Company), at their/his discretion, the rights of the Company as a shareholder of Zoomlion Aerial Machinery to resolve matters relating to the Proposed Termination that should be resolved at general meetings of Zoomlion Aerial Machinery.
(ii) To authorise the Board and its authorised person to make decisions, in relation to execute and implement the Proposed Termination according to actual circumstances, including but not limited to the holding of discussions, participation in negotiations and signing of termination agreement(s) with Luchang, Zoomlion Aerial Machinery and other relevant entities, and agree on other matters relating to the Proposed Termination.
(iii) To authorise the Board and its authorised person to file requisite material(s) and application(s) with the China Securities Regulatory Commission, stock exchanges and other relevant departments in connection with the Proposed Termination, and to communicate with securities regulators and other relevant regulatory authorities relevant matters in connection with the Proposed Termination.
LETTER FROM THE BOARD
(iv) To authorise the Board and its authorised person to determine any other specific matters relating to the Proposed Termination.
The above authorisation is valid for 12 months from the date of passing of the resolution at the EGM.
4. EGM
A notice convening the EGM to be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC on Wednesday, 9 October 2024 at 2:30 p.m. is set out on pages 6 to 7 of this circular.
If you intend to appoint a proxy to attend and vote at the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof if you so wish.
5. VOTING BY POLL
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with the Company’s articles of association.
6. RECOMMENDATION
The Board considers that all the resolutions to be proposed at the EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.
By order of the Board
Zoomlion Heavy Industry Science and Technology Co., Ltd.*
Zhan Chunxin
Chairman
Changsha, the PRC, 23 September 2024
- For identification purposes only
NOTICE OF EGM
ZOOMLION
中联重利
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN by the board (the "Board") of directors (the "Directors") of Zoomlion Heavy Industry Science and Technology Co., Ltd.* (the "Company") that the extraordinary general meeting of the Company (the "EGM") will be held at Multi-function Conference Room, Company Office Building, No. 361, Yin Pen South Road, Changsha City, Hunan Province, the People's Republic of China (the "PRC") at 2:30 p.m. on Wednesday, 9 October 2024 by way of physical meeting to consider and, if thought fit, pass the following resolutions:
SPECIAL RESOLUTIONS
- To approve the termination of the proposed spin-off and separate listing by the Company of its non-wholly owned subsidiary, Hunan Zoomlion Intelligent Aerial Work Machinery Co., Ltd., through a reorganisation with another non-wholly owned listed subsidiary, Shenzhen Luchang Technology Co., Ltd. (the "Proposed Termination").
- To authorise the Board and its authorised person to deal with all matters in connection with the Proposed Termination.
By order of the Board
Zoomlion Heavy Industry Science and Technology Co., Ltd.*
Zhan Chunxin
Chairman
Changsha, the PRC, 23 September 2024
As at the date of this notice, the executive Director is Dr. Zhan Chunxin; the non-executive Directors are Mr. He Liu and Mr. Wang Xianping; and the independent non-executive Directors are Mr. Zhang Chenghu, Mr. Guobin Huang, Mr. Wu Baohai and Ms. Huang Jun.
- For identification purposes only
NOTICE OF EGM
Notes:
(1) Eligibility for attending the EGM and closure of H shares register of members
The H share register of members of the Company will be closed for the purpose of determining entitlement of holders of H shares to attend and vote at the EGM, from Tuesday, 8 October 2024 to Wednesday, 9 October 2024 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at the EGM, holders of H shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 7 October 2024.
(2) Proxy
a. Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.
b. The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
c. To be valid, for holders of H shares, the proxy form and notarised power of attorney or other authorisation document must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the EGM (proxy form for use at the EGM is attached herewith). If a shareholder appoints more than one proxy, such proxies shall only exercise the right to vote by poll.
(3) Registration procedures for attending the EGM
A shareholder or his proxy should produce proof of identity when attending the EGM. If a shareholder is a legal entity, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
(4) Voting by poll
According to Rule 13.39(4) of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to all the proposed resolutions at the EGM in accordance with the Company's articles of association.
(5) Miscellaneous
a. The EGM is expected to last for no more than half a day. Shareholders (or their proxies) attending the meeting in person are responsible for their own transportation and accommodation expenses.
b. The address of Computershare Hong Kong Investor Services Limited is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
c. The registered office of the Company is: No. 361, Yin Pen South Road, Changsha City, Hunan Province, the PRC. Telephone: (86 731) 8878 8432. Fax: (86 731) 8565 1157. Email: [email protected].