Zhitong Finance App News, Junhao Group (00115) and the offender Rhenfield Development Corp. jointly announced that the offender intends to make a voluntary cash partial offer with preconditions to acquire up to 108 million shares (accounting for about 45.2% of the company's issued share capital at the date of this joint announcement), with the exception of such shares already owned by the offender and those acting in concert with them.

The offender and those acting in concert held 72.712,300 shares, accounting for approximately 29.7% of the company's current issued share capital at the date of this joint announcement. Ms Tsang Chi-nuo (Ms Tsang) (the offeror's shareholder holding 50% interest in the offeror) holds convertible bonds, which can be converted into up to 252 million shares according to the initial conversion price.

On the date of this joint announcement, the company has issued 245 million shares and convertible bonds. As Ms. Tsang has entered into an irrevocable undertaking with Ms Tsang, no comparable offer for convertible bonds will be made after considering this promise.

Kaisheng Securities will make a partial offer for and on behalf of the offender in accordance with the Takeover Code. The offer price is HK$0.13 per share in cash, with a premium of about 30% over the closing price of HK$0.10 per share reported on the Stock Exchange on January 3 (the last trading day).

According to reports, the offender owned the same shares by Ms. Zeng and Ms. Zeng's brother Mr. Zeng Yi (Mr. Tsang). The main business of the offeror is investment holding. Ms. Tsang, 35, is a certified public accountant at the Hong Kong Institute of Certified Public Accountants. Ms. Tsang holds a bachelor's degree in Business Administration (Information Systems) from the University of Hong Kong. Ms. Tsang has over 10 years of experience in the auditing and accounting profession. Ms. Tsang is currently the financial manager of the company and an independent non-executive director of Xiushentang Holdings Limited (08200). Ms. Tsang is also the holder of convertible bonds. Mr. Tsang, 32, holds a bachelor's degree in chemistry from the University of California, Los Angeles, a master's degree in real estate from the University of Hong Kong, and a master's degree in business administration from the University of Chicago. Its professional qualifications include Chartered Royal Surveyors Member (MRICS). Mr. Tsang is the company's general manager.

In recent years, China's property development market and property investment market have faced challenges. Investors' sentiment in the industry has deteriorated, and stock trading has been sluggish in the past two years. The offeror and those acting in concert have shown their support for the Group by providing personal guarantees for Group loans by the Offerors acting in concert with them. The offeror believes that some of the offers will send a good message to the company's stakeholders, especially its employees, customers and contractors, showing their confidence in the Group and strengthening relationships with the Group, while strengthening their commitment and contribution to the Group. In view of the lack of trading in the past two years, the offeror also believes that some of the offers will provide an opportunity for eligible shareholders who intend to liquidate their investments at a price higher than the market price, and that eligible shareholders can also choose to keep part of their shares in the company if they wish.

The Offeror intends to continue the Group's existing main business. Specifically, the Offeror does not intend to introduce any material changes to the Group's existing business and operations; terminate the employment of any Group employee or make material changes to any employment; or sell or reallocate the Company's fixed assets (other than in the course of its general and day-to-day business processes). The offeror believes that the Group should continue to review its strategy in light of the latest developments in its business.

The company has applied to the Stock Exchange to resume trading of shares starting at 9:00 a.m. on January 10, 2024.