1028.HK Cash Offer


Purchase price: HKD 0.16 in cash per share.

The Offer is conditional upon the satisfaction or waiver of the following Conditions:
a) valid acceptances of the Offer having been received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Offer Shares which, together with the Shares already owned or acquired or agreed to be acquired before or during the Offer, will result in Ms. Cheng Xuanxuan (through the Offeror), Mr. Chen Yixi (through Hongguo), Mr. Wu Guangze (personally and through CCM II) and Ms. Duan Wei (through Wise Orient) holding more than 58.45%* (or such lower percentage as the Offeror may, subject to the Takeovers Code, decide) of the voting rights of the Company;

b) the Shares remaining listed and traded on the Stock Exchange up to the Closing Date; 

c) since the date of the Rule 3.5 Announcement, there having been no material adverse change in the business, assets, financial or trading position or the prospects or conditions (whether operational, legal or otherwise) of the Group; 

d) no event having occurred which would make the Offer or the acquisition of any of the Offer Shares void, unenforceable or illegal or prohibit the implementation of the Offer or would impose any additional material conditions or obligations with respect to the Offer or any part thereof; and 

e) no relevant government, governmental, quasi-government, statutory or regulatory body, court or agency in Hong Kong or any other jurisdictions having taken or instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order) that would make the Offer or its implementation in accordance with its terms void, unenforceable, illegal or impracticable (or which would impose any material and adverse conditions or obligations with respect to the Offer or its implementation in accordance with its terms).

The Offeror reserves the right to waive, in whole or in part, all or any of the Conditions set out above (other than Condition (a)). As at the Latest Practicable Date, none of the Conditions had been fulfilled or waived. Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke Condition (b), (c), (d) or (e) so as to cause the Offer to lapse unless the circumstances which give rise to the right to invoke such Condition are of material significance to the Offeror in the context of the Offer. In accordance with Rule 15.3 of the Takeovers Code, the Offeror must publish an announcement when the Offer becomes unconditional as to acceptances and when the Offer becomes unconditional in all respects. The Offer must also remain open for acceptance for at least 14 days after the Offer becomes unconditional in all respects. Shareholders are reminded that the Offeror does not have any obligation to keep the Offer open for acceptance beyond this 14-day period.

If you accept the corporate action, please fill in the following information before 4 pm on 08/01/2024, and forward it to cs@futuhk.com by registered email to submit your application.

1. FutuBull ID: 
2. Name: (Name in Chinese or English)
3. Stock code: 1028.HK 
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]

Corporate action application fee: 
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 04/01/2024 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 08/01/2024 @16:00 p.m. (HONG KONG TIME GMT+8). 

1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver
4. If you fill in the wrong application information, you need to resend the email to submit the application
5. Listed and sold stocks cannot apply for corporate action
6. Once a corporate action is applied, it cannot be withdrawn
7. In case of any changes, the announcement of the listed company shall prevail

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