CHINA GAS INDUSTRY INVESTMENT HOLDINGS CO. LTD. (CGII HLDGS) announced that Tangde Gas Co., Limited has triggered a conditional mandatory cash offer for all outstanding shares not already owned by it and parties acting in concert.
Key Terms of the Offer • Offer price: HK$0.626 in cash per share, calculated from the US$30.10 million consideration for 468.10 million shares and a RMB50.67 million dividend receivable acquired under a deed of assignment. • Premium/Discount: Represents a 60.38% discount to the HK$1.58 closing price on 28 January 2026 (last trading day before suspension) and a 63.12% discount to the audited net asset value of HK$1.70 per share at 31 December 2025. • Maximum consideration: HK$187.80 million for 300 million shares, assuming full acceptance (excluding 431.90 million shares subject to a non-acceptance undertaking). • Financing: Internal resources plus a margin facility of up to HK$195 million arranged by First Shanghai Securities Limited.
Triggering Transaction • On 10 February 2026, Tangde Gas completed the purchase of 468.10 million shares (39.01% of issued capital) from China Gas Investors Ltd. for US$30.10 million. • Post-completion holding: Tangde Gas and concert parties now own 39.01% of CGII HLDGS.
Conditions and Timetable • The offer is conditional on Tangde Gas and concert parties holding over 50% of voting rights by 4:00 p.m. on 26 May 2026 (first closing date). • If the condition is met, the offer remains open for at least 14 additional days; if not, the offer will lapse unless extended. • Settlement: Payment will be despatched within seven business days after valid acceptance or the date the offer becomes unconditional, whichever is later.
Irrevocable Undertaking • HK Huitang Zhihe, holding 431.90 million shares (35.99%), has undertaken not to accept the offer and not to dispose of its stake during the offer period.
Corporate Intentions • Tangde Gas intends to maintain CGII HLDGS’s listing, retain existing operations in industrial gas production and supply, and conduct a post-offer business review. No major asset disposals or workforce reductions are planned.
Advisers • Joint financial advisers to Tangde Gas: CMB International Capital Limited and CEB International Capital Corporation Limited. • Offer agent: First Shanghai Securities Limited. • Independent financial adviser to the CGII HLDGS independent board committee: Nuada Limited.
Shareholder Actions • Acceptances must reach Tricor Investor Services Limited by 4:00 p.m. on 26 May 2026, unless the offer is extended. Payments will be settled in cash, net of 0.1% seller’s stamp duty.
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