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JOINT ANNOUNCEMENT - VOLUNTARY ANNOUNCEMENT - LETTER OF INTENT IN RESPECT OF PROPOSED ACQUISITION

2024-07-05 00:00:00

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.HAO TIAN INTERNATIONAL 信铭生命科技集团有限公司 CONSTRUCTION INVESTMENT GROUP LIMITED Aceso Life Science Group Limited 昊天国际建设投资集团有限公司 (Incorporated in the Cayman Islands with limited liability) (incorporated in the Cayman Islands with limited liability) (Stock Code: 00474) (Stock Code: 1341) JOINT ANNOUNCEMENT VOLUNTARY ANNOUNCEMENT LETTER OF INTENT IN RESPECT OF PROPOSED ACQUISITION This joint announcement is made by Aceso Life Science Group Limited (“ALS” together with its subsidiaries the “ALS Group”) and Hao Tian International Construction Investment Group Limited (“HTICI” together with its subsidiaries the “HTICI Group”) on a voluntary basis to provide the latest information of the business development of ALS Group and HTICI Group for their shareholders and potential investors.ALS and HTICI are pleased to announce that HTICI has entered into a non legally-binding letter of intent (the “Letter of Intent”) in respect of the Target Company (as defined below) pursuant to which HTICI has expressed an intention to acquire and a substantial shareholder of the Target Company has expressed an intention to sell and procure the sale of an aggregate of approximately 49.42% ofthe entire issued share capital of Wisdom Group Holdings Limited (the “TargetCompany”) which together with its subsidiaries is principally engaged in the design and manufacture of zero-emission commercial vehicles offering both hydrogen fuel cell electric vehicles and battery electric vehicles (the “Proposed Acquisition”).To the best knowledge information and belief of the directors of ALS Group and HTICI Group the relevant shareholders of the Target Company and their respective ultimate beneficial owners are third parties independent of ALS and HTICI and their respective connected persons (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)).– 1 –According to the Letter of Intent HTICI intends to acquire an aggregate of approximately 49.42% of the entire issued share capital of the Target Company at the preliminary expected consideration of approximately RMB1.5 billion which will be satisfied as to 50% by cash and as to 50% by the issuance of new shares of HTICI at the issue price of HK$0.7 per share. It is expected that HTICI will proceed with the Proposed Acquisition in the fourth quarter of 2024.HTICI Group will continue to negotiate with the relevant shareholders of the Target Company for the definitive transaction documents.REASONS FOR THE PROPOSED ACQUISITION ALS Group and HTICI Group have been seeking investment opportunities from time to time with a view to diversify and enhance their asset portfolio broaden their sources of income and accelerate further growth of ALS Group and HTICI Group as a whole.The Proposed Acquisition if materialize will contribute to the business development of ALS Group and HTICI Group.With a growing number of governments around the world setting concrete plans to replace internal combustion engine (“ICE”) vehicles and to reach carbon neutrality requiring public transport operators to invest in zero-emission transportation solutions ALS and HTICI are of the view that there is an ongoing green shift in the commercial battery electric vehicles and fuel cell electric vehicles sector and has a strong focus on sustainability which include in particular the public bus services in Hong Kong where the transition to zero-emission technology is expected to accelerate to comply with the pledge of the Hong Kong Government to achieve carbon neutrality by 2050.On 17 June 2024 the Hong Kong Government announced the Strategy of Hydrogen Development in Hong Kong (the “Hydrogen Strategy”). According to the Hydrogen Strategy the Hong Kong Government will introduce legislative amendments in the first half of 2025 to provide a legal basis for regulating the manufacture storage transport supply and use of hydrogen used or intended to be used as fuel and formulate the approach for certifying a hydrogen standard that aligns with international practices by 2027. The Hong Kong Government will also promote regional co-operation investment outside Hong Kong development or importation of hydrogen through joint ventures; leverage on Hong Kong’s distinctive advantages of enjoying strong support of the motherland and being closely connected to the world to promote Hong Kong as a demonstration base for the development of hydrogen energy in the country; facilitate the development of the hydrogen industry in the Belt and Road region. The board of directors of ALS (the “ALS Board”) and the board of directors of HTICI (the “HTICIBoard”) are of the view that the Proposed Acquisition represents a valuable investment opportunity of ALS Group and HTICI Group and represents an opportunity to diversify their business portfolio by tapping into the zero emission commercial vehicles market.– 2 –GENERAL HTICI may or may not proceed to enter into any legally binding agreement in relation to the Proposed Acquisition. Should any legally-binding agreement has been entered into the Proposed Acquisition may constitute a major transaction under Chapter 14 of the Listing Rules of each of ALS and HTICI. Upon completion of the Proposed Acquisition the shareholding in HTICI held by ALS will be reduced and this will be regarded as a deemed disposal (the “Deemed Disposal”) by ALS of its shareholding interest in HTICI and HTICI may cease to be a subsidiary of ALS. Accordingly the financial results of the HTICI Group may no longer be consolidated into the financial statements of the ALS. The Deemed Disposal may constitute a very substantial disposal of ALS.It is expected that the relevant shareholders of the Target Company will not become a controlling shareholder of HTICI upon completion of the Proposed Acquisition.ALS and HTICI will comply with the requirements of the Listing Rules and make further announcement(s) as and when appropriate.Shareholders and investors of ALS and HTICI should exercise caution when dealing in the securities of ALS and HTICI.By order of the ALS Board By order of the HTICI Board Aceso Life Science Group Limited Hao Tian International Fok Chi Tak Construction Investment Group Limited Executive Director Fok Chi Tak Executive Director Hong Kong 5 July 2024 As at the date of this announcement the ALS Board comprises two executive directors namely Mr. Fok Chi Tak and Dr. Zhiliang Ou J.P. (Australia); and three independent non-executive directors namely Mr. Mak Yiu Tong Mr. Lam Kwan Sing and Mr. Chan Ming Sun Jonathan.As at the date of this announcement the HTICI Board comprises three executive Directors namely Mr. Fok Chi Tak Mr. Tang Yiu Chi James and Dr. Zhiliang Ou J.P. (Australia); one non-executive director namely Mr. Xu Lin; and four independent non-executive Directors namely Mr. Mak Yiu Tong Mr. Li Chi Keung Eliot Mr. Shek Lai Him Abraham and Mr. Chan Ming Sun Jonathan.–3–