Zhitong Finance App News, Asia Joint Infrastructure Holdings (00711) and Yaju Investment Holdings (08426) jointly announced that on January 26, 2024, the offender Renjunhe Overseas Holdings Limited (buyer) plans to acquire approximately 474 million shares of Yaju Investment Holdings (08426) shares from R5A, Mr. Wu Fuhua, Mr. Ho Chu-ming and Mr. Tang Jiangfu, accounting for about 59.23% of the target company's issued share capital as of the date of this joint announcement, at a maximum cost of about HK$166 million per share to be sold Hong Kong dollars. The offeror is required to pay the seller approximately HK$137 million in cash on the completion date. Once the profit target is achieved, the remaining portion of the price must be paid to R5A in stages.

The seller is considered a person acting in concert with the offeror. After completing the transaction, the offeror and its co-actors (excluding the seller) will have a total of about 474 million shares of the target company (accounting for about 59.23% of the issued target company shares on the date of this joint announcement), and the offeror and all of its co-actors (including R5A) will own a total of about 554 million shares of the target company (accounting for about 69.23% of the target company's issued shares as of the date of this joint announcement).

According to Rule 26.1 of the Takeovers Code, immediately following completion of the transaction, the offeror must make a mandatory unconditional cash offer (i.e. share offer) for all of the issued shares of the target company (other than those that the offeror and those acting in concert with them already own or have agreed to the acquisition). HK$0.350 in cash per share of the offered share represents a 22.81% premium over the target company's closing price of HK$0.285 per share on January 26, 2024.

Furthermore, Asia United Infrastructure Holdings (00711) and Yaju Investment Holdings (08426) have each applied for the resumption of stock trading with effect from 9 a.m. on February 1, 2024.

According to reports, the offender was incorporated as a limited company in the Cayman Islands, and its main business is investment holding. It is a direct wholly-owned subsidiary of Asia United Infrastructure.

The target group's business is mainly focused on property management for public housing and subsidized housing in Hong Kong. As of September 30, 2023, the current property management portfolio includes 17 public housing estates owned by the Housing Authority and 4 housing estates with homeowner plans awarded by the Housing Authority. After considering the market potential of the property management industry, the acquisition provided Asia United Infrastructure Group with an opportunity to expand its business in the Hong Kong property management market with a mature brand. The acquisition will enable Asia United Infrastructure Group to use the target group's existing network and relationships, as well as experienced and knowledgeable employees and management, relevant licenses and approvals to seamlessly continue the target group's existing business operations. Despite the challenging environment, the target group's performance is still satisfactory, and it is expected to continue to bring considerable growth and performance to the target group through stable property management fee revenue. Therefore, after the share offer ends, the offeror intends to continue to operate the target group's existing main business. Both the offender and the target company are confident that the offender will provide strong support for the strategic development of the target group and make the target group a more powerful company in the Hong Kong property management industry.