FU SHOU YUAN (01448.HK): Gong Hailin proposes conditional voluntary cash partial offer of HKD 0.1 per share for up to 115 million shares, representing approximately 4.96% of issued share capital
NewTimeSpace News: On 1 September 2026 (after trading hours of the Stock Exchange), Ms. Gong Hailin (the offeror) notified Fu Shou Yuan International Group Limited (stock code: 01448) of her firm intention to make a partial offer (pursuant to the Takeovers Code) to acquire up to 115,000,000 offer shares at an offer price of HKD 0.1 in cash per offer share, representing approximately 4.96% of the issued share capital of the offeree company (2,319,863,422 shares) as of the date of this announcement. The partial offer is made on behalf of the offeror by AFG Securities Limited, with Alpha Financial Group Limited acting as financial adviser to the offeror.
The offer price of HKD 0.1 per share represents a discount of approximately 96.21% to the closing price of HKD 2.64 per share on the last trading day (19 March 2026), with a maximum aggregate cash consideration of HKD 11,500,000 to be funded from the offeror's internal resources. The offeror considers that the discounts reflect the special circumstances of the offeree company and the risks and costs involved in investing in it, including: the suspension of trading in the shares since 20 March 2026 (pending the publication of an inside information announcement in respect of certain asset purchase transactions and related payment arrangements, and the delay in publishing the annual results for the year ended 31 December 2025); approximately 40 doubtful transactions involving Shanghai Fu Shou Yuan Enterprise Management Consulting Co., Ltd. (Shanghai Consulting) during the period from 2016 to 2025, with an aggregate amount of approximately RMB 11.2 million, with the forensic accountants' preliminary investigation identifying a total of 47 doubtful transactions involving RMB 19.7 million, and the forensic investigation still ongoing; and an approximately 44.47% year-on-year decline in revenue and an unaudited loss in the first half of 2025.
The making of the partial offer is subject to the following conditions precedent: the consent of the Executive for the making of the partial offer under Rule 28.1 of the Takeovers Code; a note exempting the offeror from compliance with the definition of "offer" for a partial offer at a proposed offer price far below the market price of the shares (a discount of more than 50% to the closing price on the last trading day and the average closing price over the five trading days prior to that date); and an exemption from Rule 28.7 for a partial offer for a specific range, rather than an exact number, of shares. The conditions precedent cannot be waived, and no partial offer will be made if any of them is not satisfied. The offeror intends to establish a passive equity position in the offeree company through the partial offer only, with no intention of becoming a substantial shareholder, seeking control of the offeree company or participating in its operations. Upon completion, the offeror would hold approximately 4.96%, with public float remaining above the 25% minimum requirement.
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