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.
CIMC-TianDa Holdings Company Limited
中集天達控股有限公司
(Incorporated in the Cayman Islands with limited liability) (Stock code: 445)
COMPLETION OF THE MAJOR AND CONNECTED TRANSACTION
IN RELATION TO THE ACQUISITION OF
60% EQUITY INTEREST IN ALBERT ZIEGLER GMBH
References are made to the announcements dated 26 September 2019 and 11 December 2019 of CIMC-TianDa Holdings Company Limited (the "Company") and the circular (the "Circular") dated 19 November 2019 of the Company in respect of, among other matters, the acquisition of 60% equity interest in Albert Ziegler GmbH (the "Acquisition"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.
COMPLETION OF THE ACQUISITION
The Board is pleased to announce that all the conditions precedent in respect of the Acquisition as set out in the Sale and Purchase Agreement have been satisfied and Completion took place on 23 December 2019. Upon Completion, Ziegler has become a wholly-owned subsidiary of the Company and the financial information of the Ziegler Group will be consolidated into the consolidated financial statements of the Group.
CONSIDERATION PAYABLE AFTER COMPLETION
Pursuant to the terms and conditions of the Sale and Purchase Agreement, the Consideration in the amount of EUR31,470,000 (equivalent to approximately RMB245,346,000) shall be payable by the Purchaser to the Vendor or its nominee by way of cash (or other kind of consideration as may be agreed by the Purchaser and the Vendor) within one year from the Completion Date. In the event that the Consideration is to be satisfied by the Purchaser, whether wholly or partly, by way of other kind of consideration, for example by way of the issue of promissory note(s), further announcement will be made by the Company in compliance with the Listing Rules as and when appropriate. As at the date of this announcement, no negotiation in respect of the payment of Consideration other than by way of cash has been made between the parties.
By order of the Board
CIMC-TianDa Holdings Company Limited
Li Ching Wah
Company Secretary
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Hong Kong, 23 December 2019
Unless otherwise stated, the exchange rate of EUR1.00 to RMB7.7962 is used in this announcement for illustration purpose only. No representation is made that any amounts in EUR or RMB could be converted at such rates or any other rates.
As at the date of this announcement, the Company's Directors are as follows:
Dr. Li Yin Hui | Chairman and Non-executive Director |
Mr. Jiang Xiong | Honorary Chairman and Executive Director |
Mr. Zheng Zu Hua | Executive Director |
Mr. Luan You Jun | Executive Director |
Mr. Yu Yu Qun | Non-executive Director |
Mr. Robert Johnson | Non-executive Director |
Dr. Loke Yu | Independent non-executive Director |
Mr. Heng Ja Wei | Independent non-executive Director |
Mr. Ho Man | Independent non-executive Director |
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CIMC-Tianda Holdings Company Ltd. published this content on 23 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2019 10:20:09 UTC