Zhitong Financial App News, Artini Group (00789) and Offeror Rapid Development Co., Ltd. jointly announced that the board of directors was informed on September 16, 2023, the seller Xie Haizhou and Lihua Investment Co., Ltd. and entered into the agreement with the Offeror Rapid Development Co., Ltd. (supplemented by the supplementary agreement), according to which the seller conditionally agreed to sell and transfer, and the offeror conditionally agreed to purchase the sale shares. The shares are free of all encumbrances and the cash consideration is HK $128 million (equivalent to HK $0.1812 per sale share). The Sale shares account for approximately 64.13% of the total issued share capital of the Company as at the date of this joint announcement.
All conditions have been met and the completion date is September 26, 2023.
Immediately before completion, none of the Offeror or its parties acting in concert owns, controls or may direct any shares or other relevant securities of the Company. Immediately following completion and as at the date of this joint announcement, the Offeror and its parties acting in concert are interested in 708 million shares, representing approximately 64.13% of the total issued share capital of the Company. Therefore, the offeror is required to make an offer in accordance with rule 26.1 of the Takeovers Code for all issued shares (except those that are owned or agreed to be acquired by the offeror and those acting in concert with them).
Bowie will make an offer for and on behalf of the offeror in accordance with the Takeovers Code. The offer price of each offer share is HK $0.1812 in cash, which is approximately 18.74% off the closing price of HK $0.2230 per share as quoted on the Stock Exchange on the last trading day.
The offeror is a limited company registered in the British Virgin Islands and is wholly owned by Xinfa Investment Development (Shenzhen) Limited, while Xinfa Investment Development (Shenzhen) Co., Ltd. is wholly owned by Fuxing Investment Development (Shenzhen) Co., Ltd. Fuxing Investment Development (Shenzhen) Co., Ltd. owns 70%, 29% and 1% interests respectively by Chen long (the sole director of the offeror), Lin Chenjie (Mr. Chen's wife) and Chen Naien (Mr. Chen's brother).
The company has applied to the Stock Exchange for the resumption of trading in the shares with effect from 09:00 on 27 September 2023.