BEIJING, Nov. 1, 2019 /PRNewswire/ -- Huitao Technology
Co., Ltd. (Nasdaq CM: HHT) (the "Company"), a company primarily
focused on engineering, producing, servicing, delivering and
pumping a comprehensive range of advanced ready-mix concrete
materials for construction projects, announced today that it has
entered into a non-binding Letter of Intent ("LOI") with Sunway
Kids International Education Group Ltd Inc. ("Sunway Kids"), an
education provider headquartered in China.
Pursuant to the terms of the LOI, HHT will acquire 100% of the
outstanding shares of Sunway Kids from its shareholders. As the
transaction proceeds, the Company will publicly disclose required
information either through press releases or SEC filings, as
appropriate.
Mr. Yang (Sean) Liu, the Chief
Executive Officer of HHT stated, "we are very happy to pursue an
acquisition of Sunway Kids International Education Group, which is
a renowned education institution in China with an expert team experienced in early
childhood development. It has been our plan to enter into new
markets and restructure our business through merger and
acquisition. We are now signing this Letter of Intent to officially
kick off the valuation and due diligence process and looking
forward to a successful deal with Sunway Kids and a smooth
reorganization. Once the due diligence is completed, we'll start
the process of entering into a definitive agreement."
Mr. Jun Lu, Chief Executive
Officer of Sunway Kids, stated, "We believe that merging with HHT
and becoming part of a Nasdaq-listed company will allow Sunway to
expedite its business expansion in China's educational servicing market, gain
additional opportunities to raise capital, and better motivate our
highly skilled professional team. Sunway Kids is expected to
leverage the US capital market to advance its AI and robotic
technology being provided to Chinese educators and grow to a
significant player in this emerging sector."
Completion of the transaction is subject to due diligence
investigations by the relevant parties, the negotiation and
execution of a definitive share exchange agreement, satisfaction of
the conditions negotiated therein including the approval of the
Company's Board of Directors and shareholders, approval by NASDAQ
of the post-transaction entity's new listing application, and the
satisfaction of other customary closing conditions. There can be no
assurance that a definitive agreement will be entered into or that
the proposed transaction will be consummated. Further, readers are
cautioned that those portions of the LOI that describe the proposed
transaction, including the consideration to be issued therein, are
non-binding.
About Huitao Technology Co., Ltd.
The Company is a holding company whose primary business
operations are conducted through its wholly-owned subsidiaries Xin
Ao Construction Materials, Inc. and Beijing Ao Hang Construction
Materials Technology Co., Ltd., and our variable interest entity,
Beijing Xin Ao Concrete Group and its subsidiaries. The Company
engages in the production of advanced construction materials for
large scale infrastructure, commercial and residential
developments. The Company is primarily focused on engineering,
producing, servicing, delivering and pumping a comprehensive range
of advanced ready-mix concrete materials for highly technical,
large scale, and environmentally-friendly construction projects.
Ready-mixed concrete products are important building materials that
are used in a vast majority of commercial, residential and public
works construction projects. We are committed to conducting our
operations with an emphasis on the extensive use of recycled waste
materials, extending product life, the efficient production of our
concrete materials with minimal energy usage, minimal dust and air
pollution, and innovative products, methods and practices. For more
information, please visit http://www.china-acm.com.
About Sunway Kids Investment Holdings Limited
Sunway Kids Investment Holding Limited is an education and
health service provider for children in China. With years of experience in the
education, health and technology areas, and its extensive network
of relations with day-cares and preschools, it helps schools in
increasing education quality as well as derivative revenues by
providing targeted courses and AI lessons for kids. It is also
specialized in providing solutions to parents concerned about
helping their children learn effectively through promoting
family-use robotic products. It aims to be one of the leading
platforms for Chinese families to share information and services
for education and health.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include timing
of the proposed transaction; the business plans, objectives,
expectations and intentions of the parties once the transaction is
complete, and HHT's estimated and future results of operations,
business strategies, competitive position, industry environment and
potential growth opportunities. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, our actual results may differ materially
from our expectations or projections. All forward-looking
statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by these factors.
Other than as required under the securities laws, the Company does
not assume a duty to update these forward-looking statements.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the terms of the LOI not
hereafter being memorialized in a definitive agreement; the outcome
of any legal proceedings that have been, or will be, instituted
against HHT or other parties to the LOI following announcement of
the LOI and transactions contemplated therein; the ability of HHT
to meet NASDAQ listing standards following the transaction and in
connection with the consummation thereof; the inability to complete
the transactions contemplated by the LOI due to the failure to
obtain approval of the stockholders of HHT or other closing
conditions to; risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the announcement of the LOI and
consummation of the transaction described therein; costs related to
the proposed acquisition; changes in applicable laws or
regulations; the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to grow and manage
growth profitability, maintain relationships with customers and
retain its key employees; the possibility that the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from
time to time in other reports and other public filings with the
Securities and Exchange Commission (the "SEC") by HHT.
Additional information concerning these and other factors that
may impact our expectations and projections will be found in our
periodic filings with the SEC, including our Annual Report on Form
20-F for the fiscal year ended June 30,
2019. HHT's SEC filings are available publicly on the SEC's
website at www.sec.gov. HHT disclaims any obligation to update the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of HHT or Sunway Kids International Education Group Ltd, Inc., nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, HHT will file a
preliminary proxy statement with the SEC and will mail a definitive
proxy statement and other relevant documents to its stockholders.
Investors and security holders of HHT are advised to read, when
available, the preliminary proxy statement, and amendments thereto,
and the definitive proxy statement in connection with HHT's
solicitation of proxies for its stockholders' meeting to be held to
approve the transaction because the proxy statement will contain
important information about the transaction and the parties to the
transaction. The definitive proxy statement will be mailed to
stockholders of HHT as of a record date to be established for
voting on the transaction. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC's website at www.sec.gov or by directing a request to: 9
North West Fourth Ring Road Yingu Mansion Suite 1708, Haidian
District Beijing, People's Republic of
China 100190, e-mail:
wei.zhang@china-acm.com.
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SOURCE Huitao Technology Co., Ltd.