Gelonghui, April 28, 丨 Super Smart Holdings (01402.HK) announced that the board of directors was notified by the seller (the controlling shareholder of the company) that on April 3, 2024, the offender Luxurious Bay Capital Limited, the seller and the guarantor entered into a sales agreement. According to this, the seller conditionally agreed to sell the shares, that is, a total of 600 million shares (accounting for about 57.12% of the company's issued share capital). The total cash cost was HK$138 million, equivalent to HK$0.23 per share sold.
On the date of the joint announcement and immediately prior to completion, apart from (i) Dr. Huang Jingqiang held 150 million shares (accounting for about 14.28% of the company's issued share capital); and (ii) share charges, the offender and those acting in concert had no interest in any shares. Following completion, the offeror and those acting in concert (excluding the seller and guarantor) will have an interest in 750 million shares (accounting for about 71.40% of the company's total issued share capital). Therefore, according to rules 26.1 and 13.5 of the Takeovers Code, the offeror will be required to make a mandatory unconditional cash offer for all issued shares (other than shares owned or agreed to be acquired by the offeror and those acting in concert with them) and to cancel all outstanding share options. The offer price of HK$0.23 per share is approximately 27.78% higher than the closing price of HK$0.18 per share reported on the Stock Exchange on the most trading day.
According to reports, the offender is an investment holding company incorporated in the British Virgin Islands on February 8, 2024. The directors of the offender are Zheng Qiming and Wong King Keung, a non-executive director. As of the date of the joint announcement, the offenders are 50% each beneficially owned by Knight Sky and Newmark Group Limited, both of which are companies incorporated in the British Virgin Islands. Knight Sky is wholly-owned by Cheng Kai-ming, while Newmark Group Limited has 40.60% of Wong King Keung (non-executive director) and 19.80% of Chan Wing Yiu, Tang Shihuang, and Chan Wing Lun (all executive directors) each.
The offeror intends to further strengthen its interests in the company in accordance with the offer. The Offeror has no intention of making significant changes to the Group's existing business, including any redeployment of fixed assets outside of the normal course of business. The intention of the offeror is to maintain the company's current main business, and at the same time, after the offer is completed, the offeror will assist the company in reviewing its business and operations and seeking new investment opportunities.
Furthermore, the company has applied to the Stock Exchange to resume trading on the Stock Exchange from 9:00 a.m. on April 29, 2024.