China High Speed Trnsmsn Eqpt : DISCLOSEABLE TRANSACTIONS - DISPOSAL OF COMPANIES

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 658)

DISCLOSEABLE TRANSACTIONS

DISPOSAL OF COMPANIES

THE DISPOSALS

On 23 November 2018 (after trading hours), the Purchaser and the respective Vendors entered into the Framework Share Transfer Agreement and 12 Share Transfer Agreements, pursuant to which the respective Vendors agreed to sell, and the Purchaser agreed to purchase, the Equity Interests of the 14 Disposal Companies at the Aggregate Consideration of RMB299,432,441.

Prior to Completion, Nanjing Jingrui, Jiangsu Jingrui, Nanjing Aoneng, Zhongchuan Heavy Machine, Gaochuan Sikai, Nanchuan Laser, Nantong Diesel Engine, Zhenhua Hongsheng, Zhongchuan (Nanjing) and Rugao Hongmao are subsidiaries of the Company. Upon Completion, these 10 Disposal Companies will cease to be subsidiaries of the Company.

LISTING RULES IMPLICATIONS

As the Framework Share Transfer Agreement and Share Transfer Agreements were entered into between the Group and the same Purchaser and form a series of transactions conducted within the past 12-month period, the Disposals are required to be aggregated for the purpose of computing the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. Upon aggregation, as the highest applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposals exceeds 5% but is less than 25%, the Disposals constitute a discloseable transaction of the Company and are therefore subject to notification and announcement requirements but are exempt from Shareholders' approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board wishes to announce that on 23 November 2018, the Purchaser and the respective Vendors entered into the Framework Share Transfer Agreement and 12 Share Transfer Agreements, pursuant to which the respective Vendors agreed to sell, and the Purchaser agreed to purchase, the Equity Interests of the 14 Disposal Companies at the Aggregate Consideration of RMB299,432,441.

THE FRAMEWORK SHARE TRANSFER AGREEMENT AND SHARE TRANSFER AGREEMENTS

The Framework Share Transfer Agreement sets out the overall directions in relation to the Disposals, and stipulates that the respective Venders agreed to sell, and the Purchaser agreed to purchase, the Equity Interests of the 14 Disposal Companies in package (instead of on a selective basis), whilst the respective Share Transfer Agreements set out the terms of each Disposals in details.

The principal terms of the 12 Share Transfer Agreements are more or less the same, and they are set out as follows:

Date

23 November 2018

Parties to the respective Share Transfer Agreements

Details of the parties to each of the Share Transfer Agreements are set out below:

Disposal Companies

Nanjing Jingrui (and Jiangsu Jingrui) Nanjing Aoneng

Vendors Purchaser Vendor A

Zhongchuan Heavy Machine

Zhongchuan (Nanjing)

Nanjing Yijing Optoelectronics (and Inner

Vendor B Vendor A and Vendor C Vendor D Vendor A

Mongolia Optoelectronics)

The Purchaser

Nanjing Yijing Energy	Vendor	A
Gaochuan Sikai	Vendor	A
Nanchuan Laser	Vendor	A
Nantong Diesel Engine	Vendor	A
Zhenhua Hongsheng	Vendor	A
Nantong Fulaiwei	Vendor	A
Rugao Hongmao	Vendor	A

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

Equity Interests to be disposed of

The Equity Interests to be disposed of in respect of each Disposal Company pursuant to the respective Share Transfer Agreements is set out below:

Percentage of
Equity Interests to
Disposal Companies	be disposed of
Nanjing Jingrui (and Jiangsu Jingrui)	60.9705%
(as to Nanjing
Jingrui)
Nanjing Aoneng	90.0003%
Zhongchuan Heavy Machine	90%
Zhongchuan (Nanjing)	0.5% (Note)
Nanjing Yijing Optoelectronics	29.63%
(and Inner Mongolia Optoelectronics)	(as to Nanjing Yijing
Optoelectronics)
Nanjing Yijing Energy	29.63%
Gaochuan Sikai	99.15%
Nanchuan Laser	72%
Nantong Diesel Engine	89.36%
Zhenhua Hongsheng	100%
Nantong Fulaiwei	49.58%
Rugao Hongmao	100%

Note: Zhongchuan (Nanjing) is held as to 0.5% by Vendor D and 99.5% by Zhongchuan Heavy

Machine before the Disposal. With the Disposal of 90% of Zhongchuan Heavy Machine, Zhongchuan (Nanjing) will cease to be a subsidiary of the Company after the Disposal.

The Equity Interests represent the entire interests held by the Company in the respective Disposal Companies prior to the respective Disposals.

Consideration
The amount of Consideration for each Disposals is set out below:
Consideration
Disposal Companies	(RMB)
Nanjing Jingrui (and Jiangsu Jingrui)	1
Nanjing Aoneng	1
Zhongchuan Heavy Machine	1
Zhongchuan (Nanjing)	1
Nanjing Yijing Optoelectronics	1
(and Inner Mongolia Optoelectronics)
Nanjing Yijing Energy	36,792,452
Gaochuan Sikai	19,643,087
Nanchuan Laser	1
Nantong Diesel Engine	111,621,401
Zhenhua Hongsheng	48,872,237
Nantong Fulaiwei	77,683,615
Rugao Hongmao	4,819,643

The Aggregate Consideration amounted to RMB299,432,441. As the Disposal Companies were sold in package instead of on a selective basis, the Consideration was arrived at based on normal commercial terms after arm's length negotiations between the Purchaser and the respective Vendors, after taking into account the total asset values of each Disposal Companies in totality.

Payment Schedule

In respect of Nanjing Yijing Energy, Gaochuan Sikai, Nantong Diesel Engine, Zhenhua Hongsheng, Nantong Fulaiwei and Rugao Hongmao (the "Six Companies"), the respective Consideration is payable by the Purchaser to the respective Vendors by way of cash in the following manner:

(i) 20% of the Consideration within ten business days upon signing of the respective Share Transfer Agreements (the "Deposit");

(ii) 30% of the Consideration within 45 business days upon signing of the respective

Share Transfer Agreements; and

(iii) 50% of the Consideration within 120 business days upon signing of the respective Share Transfer Agreements.

In respect of the rest of the Disposal Companies, the Consideration is payable by the Purchaser to the respective Vendors by way of cash upon signing of the respective Share Transfer Agreements.

Completion

Within 20 business days upon receiving the Deposit in relation to the Disposals of the Six Companies or the full settlement of the Consideration in relation to the rest of the Disposal Companies, both parties to the respective Share Transfer Agreements shall make relevant arrangement in accordance with the applicable laws and regulations to facilitate the Completion, which shall take place upon the registration of the transfer of the Equity Interests with the relevant industrial and commercial authorities in the PRC and the obtainment of the new business license.

Other terms

(i) Undertakings in relation to the accounts payable

The Disposal Companies set out in the following table undertake that within 120 business days from the date of Completion, they shall fully pay the respective Vendors (and/or its related companies) 50% of the outstanding sum as set out below (the "Repayment Amount"), which represents the amounts due from the respective Disposal Companies to the respective Vendors (or its related companies) as at 31 October 2018:

Disposal Companies	Repayment Amount
(RMB)
Nanjing Jingrui	114,674,704
Nanjing Aoneng	342,095,060
Zhongchuan Heavy Machine	136,654,071
Gaochuan Sikai	74,663,713
Nanchuan Laser	53,887,023
Nantong Diesel Engine	38,670,180
Zhenhua Hongsheng	221,808,335
Total	982,453,086