Jinlong Machinery & Electronics Co.,Ltd. (SZSE:300032) agreed to acquire Shenzhen Jiaai Motor Co., Ltd. from 29 shareholders for approximately CNY 470 million in cash and stock on January 27, 2014. The shareholders of Shenzhen Jiaai Motor Co unanimously approved the deal. Jinlong Machinery & Electronics Co.,Ltd. (SZSE:300032) signed an equity transfer agreement to acquire Shenzhen Jiaai Motor Co., Ltd. from 29 shareholders on February 27, 2014. The shareholders of Shenzhen Jiaai Motor are Qian Daming holding 52% stake, Qian Yuanyuan holding 14% stake, Chen Peizhen holding 9.3% stake, Xu Rong holding 9.3% stake, Wang Xiangwa holding 6.9% stake, Ning Weidong holding 3% stake, Liang Xiaofeng holding 0.5% stake, Wan Fubiao holding 0.4% stake, Shan Huirong, Bo Yong, Luo Hao, Wang Hui, Luo Chaoli, Zhou Yongjian and Qian Danqing each holding 0.3% stake, Tang Xingyou, Xia Hengmin, Zhou Rulong, Zhang Ao, Zhang Xiang, Huang Huiqiang, Wang Pei, Zhou Jianguang, Yang Duanhui, He Shuanglin and Liu Yang each holding 0.2% stake and Zhang Liang, Quan Yonghe and Yang Haifeng each holding 0.1% stake in Shenzhen Jiaai Motor. The consideration is to be paid as 50% in cash and 50% in stock. The cash consideration amounts to CNY 237.5 million and Jinlong Machinery & Electronics will issue not more than 14.52 million shares at a price of CNY 16.36 per share. The cash consideration is to be paid within 15 working days upon the completion of the implementation of the raising of funds and if raising of funds do not take place within 6 months upon the approval from the China Securities Regulatory Commission, the cash consideration within 10 working days upon the completion of the 6 months period with its self-raised funds in one-payment. The cash consideration will be financed partly from Jinlong Machinery & Electronics issuance of shares amounting to CNY 324 million and partly by own funds.

Shenzhen Jiaai Motor reported total assets of CNY 208.09 million, revenue of CNY 297.54 million, operating profit of CNY 38.34 million and net profit of CNY 28.49 million for year ending December 31, 2013. The transaction was approved by Board of Directors of Jinlong Machinery & Electronics on February 17, 2014. The transaction is subject to shareholder approval of Jinlong Machinery & Electronics and another Board of Directors approval. The transaction is also subject to approval by China Securities Regulatory Commission. On April 29, 2014, the Board of Jinlong Machinery & Electronics approved the acquisition of assets through share issuance and cash payment and raising of supporting funds report. On May 21, 2014, Jinlong Machinery & Electronics' shareholders approved the deal. On September 11, 2014, the Merger, Acquisition, Reorganization Committee of the Listed Companies of CSRC's 47th working conference for 2014 approved the transaction. On October 29, 2014, CSRC issued the approval letter to the deal. Guosen Securities Co., Ltd. acted as financial advisor for Jinlong Machinery & Electronics Co.,Ltd. Beijing Hairun Law Firm acted as legal advisor to Jinlong Machinery & Electronics.

Jinlong Machinery & Electronics Co.,Ltd. (SZSE:300032) completed the acquisition of Shenzhen Jiaai Motor Co., Ltd. from 29 shareholders on November 5, 2014.