DLK Advisory 金通策略
[For Immediate Release]
July 24 2018
TRIGIANT GROUP LIMITED 俊知集團有限公司*
(stock code: 1300.HK)
Acquired A Sensing Technology Company with
A Total Consideration of RMB243 million Enrich Product Portfolio to Seize the Opportunity from 5G and Internet of Things
(24 July 2018 - Hong Kong) TRIGIANT GROUP LIMITED ("Trigiant", together with its subsidiaries, collectively the "Group"; stock code: 1300.HK) is pleased to announce that Trigiant Holdings Limited, the Group's wholly-own subsidiary ("the Purchaser") entered into the Sale and Purchase Agreement with Radiant Choice Limited (as "the Vendor") with the consideration of RMB 243,250,000 to purchase the entire issued share capital of Rosy Elite Limited (as "the Target Company"), which in turn is interested in 87.5% of the equity interest of Jiangsu Junzhi Sensing Technology Co., Ltd. ("Junzhi Sensing Technology")
As at the date of this announcement, the Group owns 12.5% of interest in Junzhi Sensing Technology. Upon completion of the acquisition, Junzhi Sensing Technology will become an in-direct wholly-owned subsidiary of the group.
Junzhi Sensing Technology was established in the PRC with limited liability and is principally engaged in the research, development, manufacture and sales of radio frequency identification system, new electronic components, optoelectronic integrated components, optoelectronic integrated subsystems, microelectronic devices, sensor, micro smart label products and chip, etc.
In accordance with the terms and conditions of the Sales and Purchase Agreement, the consideration payable by the purchaser to the vendor shall be settled in the following manner:
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1. RMB24,325,000 shall be payable in cash by the purchaser to the vendor upon completion;
2. RMB118,925,000 shall be satisfied by the delivery of the original of the Promissory Note to the vendor upon completion; and
3. RMB100,000,000 shall be payable in cash by the purchaser to the vendor on or before 31 August 2018.
The turnover of Junzhi Sensing Technology in 2016 and 2017 were RMB80,154,000 and RMB90,615,000 respectively. Net profit after taxation amounted to RMB8,243,000 and RMB10,387,000 respectively. Upon Completion, the financial results of the Junzhi Sensing Technology will be consolidated with the results of the Group.
In addition, The Vendor and the Guarantors have guaranteed that the audited net profit of Junzhi Sensing Technology for FY2018 shall not be less than RMB20,000,000 (''Guaranteed Net Profit''). In the event that the Actual Net Profit is less than the guaranteed net profit, within 30 days after year ended 31 December 2018 accounts are available, the Vendor and the Guarantors will compensate the shortfall to the Purchaser, the minimum amount of the consideration would be RMB163,250,000.
As a leading high-tech enterprise in the PRC, the Group has been actively seeking investment opportunities in the mobile communications and telecommunications equipment market. As the 5G era approaches and the rare opportunity in network construction and development arising from self-innovation in the PRC emerges, Chinese companies are urgently forced to focus on research and development of 5G equipment core technology and chips. The Group believes that the PRC subsidiary will benefit from this development trend. The majority of its revenue of the PRC subsidiary derives from optical splitters, the PRC subsidiary is dedicated to research and development of core technology and chips, its products include sensing and Internet of Things devices. It is time to increase its investments and strengthen its 5G equipment technology and chip development. As a result, the Group is of the view that the Acquisition, which is in line with the Group's business strategies, will deepen business integration with its existing customer base, and is expected to allow the Group to further enhance its revenue and profits at a much faster pace.
Mr. Qian Lirong, Executive Director of TRIGIANT GROUP LIMITED commented:As the 5G era approaches, the development of Internet of Things (IoTs) is in the fast track. Recently, PRC enterprises focus on advanced manufacturing, especially that of chips. Trigiant has prepared and planned early by investing 12.5% in Junzhi Sensing Technology, which laid a foundation for us to capture the opportunities in the telecommunication industry. In the past few years, Junzhi Sensing Technology has successfully captured the opportunities from the development of "Internet Plus" as well as the establishment of sensor network by actively diversifying its product portfolio from
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sensing products, products tailored to "Internet Plus" and optoelectronic components. Moreover, it is also prepared for the manufacturing and development of chips. After an in-depth discussion with the shareholders of Junzhi Sensing Technology and our management team, we decided to acquire the remaining 87.5% of the equity interest of Junzhi Sensing Technology to further extend our position in the telecommunication value chain. We believe the acquisition will enrich our revenue stream and open new opportunities for Trigiant."
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About TRIGIANT GROUP
As a leading mobile communication equipment manufacturer in the PRC, TRIGIANT GROUP's main products include feeder cable series, optical fibre cable series and related products, flame-retardant flexible cable series and others for mobile communications and telecommunication equipment. The Group's business comprises four main business segments: mobile communication networks, optical communication networks, Sensing and Intelligent Industry, and the business is benefiting from booming 4G/5G network, Iot and Internet of Vehicle. Key customers of the group includes the three major telecommunications operators in PRC as well as China Tower Corporation Limited and major telecommunications equipment suppliers.
The press release is issued by DLK Advisory on behalf of TRIGIANT GROUP LIMITED.
For enquiries, please contact:
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Michelle Shi(michelleshi@dlkadvisory.com)Linda Liang(lindaliang@dlkadvisory.com)Cathy Wu(cathywu@dlkadvisory.com)Cherry Liang(cherryliang@dlkadvisory.com)
Tel:+852 2857 7101
Fax:+852 2857 7103
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Room 906, 9/F, Nan Fung Tower, 88 Connaught Road Central, Hong Kong 香港中环干诺道中 88 号南丰大厦 9 楼 906 室
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