Important Content Reminder:
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Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company" or "Kairuide") is planning to purchase at least 29.0134% equity in Beijing State Grid Electric Power Technology Co., Ltd. (hereinafter referred to as "State Grid Electric" or "Target Company") from certain shareholders, becoming the largest shareholder of State Grid Electric (hereinafter referred to as "this transaction"). The Company held the 55th meeting of the 7th Board of Directors on August 2, 2024, where it approved the proposal on planning major asset restructuring and signing the "Equity Acquisition Intent Letter" (hereinafter referred to as "the Intent Letter"). The Intent Letter was signed on August 2, 2024, with Hainan Qing Intelligent Source Technology Center (Limited Partnership), Mr. Zhou Ziguan, and Beijing Qingying Intelligent Technology Center (Limited Partnership).
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The estimated acquisition amount for this transaction is no less than 38,732.89 million RMB. Since the transaction amount will exceed 50% of the Company’s audited total assets in the last year, it constitutes a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." Additionally, the counterparties may become shareholders holding more than 5% of the Company’s shares, thus this transaction is classified as a related party transaction. The Company will hire intermediaries to carry out related work according to relevant regulations and will strictly follow the decision-making approval procedures and information disclosure obligations as per applicable laws and regulations based on the progress of this transaction. The Company expects to disclose the relevant plan or report (draft) within six months from the date of this announcement.
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The transaction is expected to be conducted through cash payment, does not involve the issuance of new shares, and will not lead to a change in control of the Company. The transaction is still in the preliminary planning stage, and the transaction plan requires further verification and negotiation. There is a risk that the transaction may not pass the decision-making review and could be terminated.
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There are uncertainties regarding the matters related to this transaction. According to the "Rules for the Suspension and Resumption of Trading of Listed Companies" and other relevant regulations, the Company’s stock will not be suspended. The Company will fulfill its information disclosure obligations in a timely manner based on the progress of related matters, and investors are advised to pay attention to investment risks.
Overview of the Transaction
The Jingmen Intermediate People's Court approved Kairuide's "Reorganization Plan" (Civil Ruling No. (2021) E 08 Min Po 1) which states that the Company will leverage the operational resources obtained from this reorganization to optimize its main business development. At an appropriate time, the Company plans to utilize its financing platform advantages to acquire high-quality assets with clear business models, stable development directions, and reasonable valuations through cash purchases or a combination of cash and share issuance. To promote the development of the Company's main business and optimize its business structure, the Company is planning to purchase at least 29.0134% of the shares held by Hainan Qing Intelligent Source Technology Center (Limited Partnership), Mr. Zhou Ziguan, and Beijing Qingying Intelligent Technology Center (Limited Partnership) in State Grid Electric, becoming the largest shareholder of State Grid Electric. The transaction is still in the preliminary planning stage, and the final transaction price will be determined after auditing and evaluation, subject to further negotiation among the parties involved.
The estimated acquisition amount is no less than 38,732.89 million RMB. Since this amount will exceed 50% of the Company’s audited total assets in the last year, it constitutes a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." Additionally, the counterparties may become shareholders holding more than 5% of the Company’s shares, thus this transaction is classified as a related party transaction. The transaction is expected to be conducted through cash payment, does not involve the issuance of new shares, and will not lead to a change in control of the Company.