SINO GOLF HOLD (00361) and the offeror, DoThink Investment Limited, jointly announced that under the sale and purchase agreement, the offeror conditionally agreed to acquire, and the seller conditionally agreed to sell, the sale assets for a total consideration of HK$93.3412 million. The offeror is pleased to announce that all conditions precedent under the agreement have been fulfilled, and completion took place after the trading session on November 12, 2025. On the same day but not immediately after completion, the offeror issued a notice to the company to fully exercise the conversion rights of the bonds (conversion) in accordance with the terms and conditions of the sale of convertible bonds. Under these terms, the company is required to issue 650 million shares (representing approximately 12.497% of the total issued shares (5.201 billion shares) and approximately 11.109% of the total issued shares (5.851 billion shares) immediately after the conversion) to the offeror as soon as practicable, but no later than seven business days thereafter. The conversion price is approximately HK$0.029 per share. Immediately after completion, the offeror and its concert parties held the sale shares (2.6012 billion shares, representing approximately 50.011% of the total issued shares) and the sale convertible bonds (convertible into up to 650 million shares). Following the conversion, the offeror and its concert parties will hold 3.2512 billion shares (representing approximately 55.564% of the total issued shares at that time).
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