FIBOCOM (00638.HK): To Buy 37.16% of Hangsheng Electronics for RMB1.428B

NewTimeSpace News: On 23 September 2026, Fibocom Wireless Inc. (H-share stock code: 00638.HK; A-share stock code: 300638.SZ) published an overseas regulatory announcement pursuant to Rule 13.10B of the Listing Rules, disclosing the Report of Material Asset Acquisition (Draft) (Revised Edition) and its summary, an explanation of the revisions to the report, an announcement that the adjustment to the transaction does not constitute a material change, and its reply to the Shenzhen Stock Exchange's inquiry letter, among other documents.

Under the revised report, the Company proposes to acquire 37.16% of the equity interests in Shenzhen Hangsheng Electronics Co., Ltd. for cash, while obtaining control of the target through an acting in concert agreement. The total consideration is RMB1,427.99 million, at a price of RMB10.50 to RMB12.50 per share. Upon completion, the Company and the concert parties will collectively hold 51.40% of Hangsheng Electronics, which will become a controlled subsidiary of the Company. As of the valuation reference date of 31 December 2025, the book value of 100% of the equity interests in Hangsheng Electronics was RMB1,882.91 million and the appraised value under the income approach was RMB3,850.40 million, an appreciation rate of 104.49%.

The Company held the 31st meeting of the fourth session of the Board on 23 September 2026 and approved, among others, the resolution to adjust the material asset acquisition plan. The adjustments involve supplemental acting in concert arrangements, an adjustment to the number of pledged shares (24,872,662 shares in aggregate) and the manner of disposal under the maximum share pledge contracts, and a newly added undertaking and assessment on the collection of receivables, and do not involve changes to the counterparties, the target assets or the consideration. The independent financial adviser considers that they do not constitute a material change to the reorganisation plan. The performance undertaking parties have undertaken that the audited net profit of Hangsheng Electronics for 2026 and 2027 in aggregate will be not less than RMB598.00 million. The consideration will be funded by RMB428.39 million of own funds and bank acquisition loans of not more than RMB1 billion. The transaction remains subject to shareholders' approval, with the 2026 fourth extraordinary general meeting convened for 14 October 2026.

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