Zhixin Group Holding Limited announced a conditional agreement on 26 June 2026 to sell 100% of Xiamen Zhixin New Material Company Limited (“Target Company”) to state-owned Xiamen Special Zone Construction Investment Construction Materials Company Limited for RMB46.66 million (approximately HK$54.00 million).
Key transaction terms • Consideration and payment schedule: – First instalment of RMB25.50 million (54.65% of total) within three business days after conditions precedent are met, offset by an earnest money deposit of RMB0.50 million. – Second instalment of RMB18.83 million payable within three business days after the Target Interest transfer is registered, bringing cumulative payment to 95% of consideration. – Final balance of RMB2.33 million due within 60 days following completion and audit of the Transition Period.
• Conditions precedent (non-waivable items include shareholder approvals from Zhixin Group and its subsidiary, regulatory clearances, and completion of deregistration of asset charges). The long-stop date is 90 days after signing; failure to satisfy conditions grants the purchaser a termination right and requires return of the earnest money.
• Zhixin Group will provide an irrevocable joint and several guarantee for up to RMB46.66 million for three years post-performance period.
Strategic rationale Management views the disposal as an opportunity to monetise mature ready-mixed concrete (“RMC”) assets and reallocate capital towards eco-friendly and lightweight building material initiatives, while strengthening liquidity.
Financial impact • Audited net asset value of the Target Company at 31 December 2025: RMB49.46 million. • Expected accounting loss on disposal: approximately RMB2.80 million, subject to audit adjustments. • Upon completion, the Target Company will be deconsolidated from Zhixin Group’s financial statements.
Use of proceeds Net proceeds of about RMB44.60 million, after professional fees and related expenses, are earmarked for repayment of Group bank loans maturing in 2026.
Valuation summary Independent valuer Xiamen Dacheng Fanghua Assets Appraisal adopted an asset-based approach, arriving at an equity value of RMB46.66 million as of 31 December 2025. The appraisal reflected a 5.66% depreciation against book value, largely due to a RMB2.80 million downward adjustment in asset valuation.
Regulatory implications Based on the Hong Kong Listing Rules, the transaction qualifies as a “major transaction” (applicable percentage ratios exceeding 25% but below 75%). Shareholder approval will be sought at an extraordinary general meeting; no shareholders are required to abstain from voting.
Next steps A circular containing full details of the sale and purchase agreement (SPA) will be dispatched on or before 31 July 2026. Completion remains subject to fulfilment of all conditions precedent. Investors are advised to exercise caution when dealing in Zhixin Group securities until further notice.
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