Zhitong Financial App News, Chen Gang Technology (08131) and the offeror BRAVO MERIT MANAGEMENT GROUPS LIMITED jointly announced that on August 29, 2023, the offeror and seller (Maximizer International Limited and Pacific East Limited) entered into a sales agreement. The offeror agreed to buy and the seller agreed to sell the shares for sale (including 356 million common shares) at a total cost of HK$27 million. This is equivalent to approximately HK$0.0759 per share for sale. Immediately before completion, the shares to be sold (that is, all shares held by the seller) accounted for approximately 74.81% of the company's voting rights (assuming that none of the convertible preferred shares were converted to common shares); and 59.39% of the company's voting rights (assuming that all convertible preferred shares were converted to convertible preferred shares (under an irrevocable promise, Extraordinary Advisors has promised not to be converted until the end of the offer). According to the purchase and sale agreement, completion was implemented on August 30, 2023.
After completion and on the date of this joint announcement, the seller ceases to be a shareholder. The offeror has an interest in 356 million common shares, accounting for approximately 74.81% of the company's voting rights (assuming no convertible preferred shares are converted to common shares); and 59.39% of the company's voting rights (assuming that all convertible preferred shares are converted to common shares (under an irrevocable promise, Extraordinary Advisor has promised not to be converted until the end of the offer).
According to Rule 26.1 of the Takeovers Code, the offeror is required to make an unconditional mandatory full cash offer for all issued shares (other than those owned or agreed to by the offender and their acquirers). Each offered share was HK$0.0759 in cash, and the offer price was approximately 65.00% premium over the closing price of HK$0.0460 per share reported on the Stock Exchange on August 29 (that is, the last trading day).
According to reports, the offeror is ultimately wholly owned by Mr. Leung Hing-ming. The offeror is mainly engaged in investment holding. Mr. Liang Hengming is a non-executive director of ePrint Group Limited (01884) (ePrint Group). He owns an interest in about 21.62% of the shares of ePrint Group's controlling shareholder ePrint Limited (which holds about 56.93% of the shares in ePrint Group). Mr. Leung was appointed as a director of e-PrintGroup Limited, a wholly-owned subsidiary of ePrint Group, in June 2008. Mr. Leung has nearly 20 years of experience in marketing. He has been the sales manager of Yi Xing Development Co., Ltd. since October 2002. Yi Xing Development Co., Ltd. is not related to ePrint Group; its main business is large-scale printing machinery trading.
The company has applied to resume trading of common shares on the Stock Exchange starting at 9:00 a.m. on September 8, 2023.