TIANJUDIHE (02479.HK): Sells Notes to Zuo Lei for USD 10 Million, Constituting a Discloseable and Connected Transaction
NewTimeSpace News: On 23 August 2026, Tianju Dihe (Suzhou) Technology Co., Ltd. (02479.HK) announced that the company entered into assignment deeds with Mr. Zuo Lei the same day, agreeing to sell the notes to him for a total consideration of USD 10,000,000 (equivalent to approximately RMB 67,000,000), being the aggregate principal amount of the notes. Under the assignment deed (First Note), the First Note was sold for USD 6,000,000 (approximately RMB 40,200,000); under the assignment deed (Second Note), the Second Note was sold for an aggregate of USD 4,000,000 (approximately RMB 26,800,000). The consideration is payable by Mr. Zuo by bank transfer before completion, and as of the announcement date Mr. Zuo had paid RMB 67,000,000 to the company.
The First Note is a cash management note with a principal of USD 6,000,000 issued by Reynold Lemkins (a cornerstone investor of the company, holding approximately 2.81% of all shares immediately after the 2024 IPO) on 21 June 2024, subscribed by the company in June 2024; the Second Note comprises two cash management notes each with a principal of USD 2,000,000 issued on 2 July 2024, subscribed by the company in July 2024, with the issuer being an independent third-party limited liability company incorporated in Hong Kong. Both notes initially had a five-year term, which the company subsequently discussed shortening to one year with the issuers. Since the respective subscription dates to the announcement date, the note issuers have made no repayments or distributions, and the company has taken steps to recover the outstanding amounts under the notes. Based on the group's unaudited consolidated financial information as of 30 June 2026, the First Note and Second Note had book values of USD 6,000,000 and USD 4,000,000 respectively; the disposal is not expected to generate any gain or loss upon completion.
Mr. Zuo is an executive director, chief executive officer and controlling shareholder of the company, beneficially holding approximately 48.21% of the company, and is a connected person of the company. As the applicable percentage ratio exceeded 5% but was below 25%, the disposal constitutes a discloseable transaction and a connected transaction, subject to reporting, announcement, circular (including independent financial advice), independent shareholders' approval and annual review requirements. The company has established an independent board committee and appointed Artesian Capital Limited as independent financial adviser; Mr. Zuo will abstain from voting on the relevant resolutions at the extraordinary general meeting. A circular is expected to be despatched on or before 11 September 2026. The net proceeds from the disposal will be used as general working capital and to fund future business development opportunities; Mr. Zuo's intention to acquire the notes is aimed at eliminating the uncertainty of note recovery and facilitating the resumption of trading in the shares.
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