ZOOMLION Heavy Industry Science and Technology Co., Ltd. (ZOOMLION) signed a share-transfer agreement on 13 October 2026 to divest 29.99% of Shenzhen RoadRover Technology Co., Ltd. (RoadRover) to Yuanzhuo Angel (Longyou) New Energy Partnership (the Purchaser) for RMB899.70 million in cash.
The consideration of RMB25.00 per share will be paid in three tranches: 10% within five business days of signing, 40% within 10 business days after the Shenzhen Stock Exchange (SZSE) issues a compliance confirmation, and the remaining 50% on completion, funded either by bank financing or the Purchaser’s own funds deposited in escrow.
Immediately after completion, an offeror designated by the Purchaser will launch a partial tender offer for at least 16.80 million RoadRover shares (14.0% of the company). ZOOMLION has committed to tender the entire 14% holding at the same RMB25.00 per-share price, representing potential proceeds of RMB420.00 million. Assuming full acceptance, ZOOMLION’s stake in RoadRover will fall from 53.82% to 9.83%, and RoadRover will cease to be consolidated in ZOOMLION’s accounts.
ZOOMLION expects to book an estimated disposal gain of approximately RMB288 million, based on the aggregate fair value of the shares sold and tendered as of 30 June 2026 (RMB1.63 billion) minus related costs and taxes.
Performance safeguards were negotiated: • ZOOMLION guarantees that RoadRover’s existing automotive-electronics business will record positive net profit or at least RMB300 million of net revenue and end-period net assets of not less than RMB120 million in each of 2026–2028, with total compensation capped at RMB80 million. • The Purchaser and its designated offeror undertake that any new business introduced after gaining control will generate at least RMB500 million in revenue and RMB25 million in net profit (excluding non-recurring items) for FY 2028, or they will compensate up to RMB80 million.
RoadRover, listed on the Shenzhen Stock Exchange (002813), develops automotive IT and intelligent systems. Audited results show 2025 revenue of RMB373.61 million, with a net loss of RMB93.74 million; 2024 revenue was RMB360.57 million with a net loss of RMB55.41 million. Unaudited total assets stood at RMB474.32 million as of 30 June 2026.
ZOOMLION stated that divesting a majority interest in RoadRover will optimise resource allocation, support the target’s future development alongside the Purchaser, and free up capital to advance ZOOMLION’s core construction- and agricultural-machinery businesses.
All regulatory and contractual conditions—including SZSE confirmation, receipt of initial payments, and tender-offer launch—must be satisfied before completion. The transactions fall below the 5% threshold under Hong Kong Listing Rules and therefore do not require shareholder approval. Investors are advised that completion remains subject to conditions and may not proceed.