XIN YUAN ENT (01748.HK): ICBC International Launches Voluntary General Cash Offer at HKD 2.21 per Share

NewTimeSpace News: On 8 October 2026, Xin Yuan Enterprises Group Limited (the "Company") and the offeror jointly announced that, on 19 August 2026, the offeror notified the Company of its firm intention, subject to the pre-condition, to make a voluntary conditional general cash offer through ICBC International Financing Limited on behalf of the offeror, to acquire all shares not already owned by the offeror and its concert parties; the offer price is HKD 2.21 (in cash) per offer share, and the offeror will not increase the offer price and does not reserve the right to do so.

The announcement disclosed that, on value comparison, the offer price of HKD 2.21 per share represents a premium of approximately 25.57% over the closing price of HKD 1.76 per share as quoted on the Stock Exchange on the last trading day; a premium of approximately 33.78% over the average closing price of approximately HKD 1.652 per share for the last five consecutive trading days; a discount of approximately 16.60% to the audited consolidated net asset value attributable to owners of the Company of approximately HKD 2.65 per share as at 31 December 2025; and a discount of approximately 19.05% to the unaudited consolidated net asset value of approximately HKD 2.73 per share as at 30 June 2026. The making of the offer is subject to the pre-condition (the shares having resumed trading and remaining listed and traded on the Stock Exchange) being fulfilled or waived, and the offer conditions include valid acceptances resulting in the offeror and its concert parties holding more than 50% of the voting rights of the Company, maintenance of listing, and no material adverse change.

The Company stated that, as of the date of the joint announcement, the issued shares numbered 440,000,000, valuing the Company's entire issued share capital at HKD 972,400,000 at the offer price; the offeror, Mr. Liu and persons acting in concert with them held 91,143,971 shares (approximately 20.71%), 348,856,029 issued shares would be subject to the offer, and the total amount payable by the offeror under the offer would be approximately HKD 770,971,824. In addition, PLH gave an irrevocable undertaking to the offeror on 24 September 2026 in respect of 15,000,000 irrevocable undertaking shares held by it (PLH holds 30,000,000 shares in total, about 6.82% of issued shares). Meanwhile, Mr. Chen Jia Gan ceased to be an executive Director and Mr. Wei resigned as an independent non-executive Director, both with effect from 10 September 2026; the composite document is expected to be despatched to independent shareholders within seven days after fulfilment or waiver of the pre-condition or by 6 November 2026, whichever is earlier.

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