LINMON MEDIA (09857.HK): Controlling Shareholder Gifts 23.22 Million Shares to Concert Parties and Key Staff

NewTimeSpace News: On 22 September 2026, Linmon Media Limited (stock code: 09857) published a voluntary announcement. As at the date of the announcement, Mr. Su Xiao, Ms. Chen Fei and Ms. Xu Xiaoou, executive directors of the Company, held approximately 19.65%, 9.12% and 9.12% interests in the Company's shares respectively through overseas holding companies wholly owned by them (the Founder SPVs). Pursuant to a concert party agreement and a supplemental agreement, the three together controlled approximately 37.90% of the voting rights of the Company and are regarded as a group of controlling shareholders.

The Board was notified by Mr. Su that Lemontree Harvest, a company wholly owned by him, entered into a share gift agreement on 22 September 2026 with Faye Free, A&O Investment and a key employee of the Group, pursuant to which it agreed to gift an aggregate of 23,220,800 shares (representing approximately 6.42% of the Company's total issued share capital), comprising 9,883,800 shares (approximately 2.73%) each to Faye Free and A&O Investment and 3,453,200 shares (approximately 0.95%) to the key employee. The key employee is a director of Shanghai Linmon Media Co., Ltd., a consolidated affiliated entity of the Group.

Upon completion of the share transfer, Lemontree Harvest's direct holding will decrease from 71,136,000 shares (approximately 19.65%) to 47,915,200 shares (approximately 13.24%); the direct holdings of Faye Free and A&O Investment will each increase from 33,014,520 shares (approximately 9.12%) to 42,898,320 shares (approximately 11.85%); and the concert party group's aggregate holding will change from 137,165,040 shares (approximately 37.90%) to 133,711,840 shares (approximately 36.94%).

The announcement stated that the share transfer is a gift arrangement made by the relevant shareholders in respect of their own shares and does not involve any grant of shares, options or other securities by the Company or its subsidiaries, and does not constitute a share scheme under Chapter 17 of the Listing Rules. Upon completion, the three will continue to exercise their voting rights in concert; the share transfer will not result in any change in the composition of the Company's controlling shareholders, nor will it have any material impact on the Company's control, board composition, daily operations or corporate governance. To the best of the Directors' knowledge, it will not give rise to any obligation for any person to make a mandatory general offer under Rule 26.1 of the Takeovers Code.

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