Ten Pao Group (Ten Pao) Plans A-share Spin-off of Huizhou Subsidiary, Stake to Fall to 69.31%

Ten Pao Group Holdings announced a proposed spin-off and separate A-share listing of its indirect 92.41%-owned subsidiary, Ten Pao Electronics (Huizhou) Co., Ltd. (“SpinCo”), on the Shenzhen Stock Exchange.

The transaction structure envisages an initial public offering of up to 25% of SpinCo’s enlarged share capital, which would dilute Ten Pao’s holding to 69.31% while preserving its control. The Hong Kong Stock Exchange has granted a waiver from the assured-entitlement requirement under PN15, and Ten Pao has secured written approval from shareholders representing 66.79% of issued shares, fulfilling the Listing Rule 14.44 condition without convening a general meeting.

Ten Pao targets net proceeds of up to RMB1.60 billion from the A-share issuance. Indicative allocation: 31% for high-power computing power-supply R&D, 27% for upgrading its Intelligent Manufacturing Industrial Park, 17% for a new R&D centre, 4% for global sales and marketing, and 21% for working capital and other corporate purposes. Final offer size and pricing will depend on market conditions.

Timetable highlights: • July 2026: pre-listing tutorial with sponsor China Securities Co. begins • December 2026: application submission to Shenzhen Stock Exchange • By 2027: targeted completion of listing, subject to regulatory approvals

Financial snapshot of SpinCo (unaudited): 2025 revenue HK$4.68 billion and profit after tax HK$278.86 million, with net assets of HK$1.83 billion. Post-listing, SpinCo will remain consolidated into Ten Pao’s accounts; increased cash will raise total assets, while the parent’s profit attribution will decline proportionately due to the enlarged non-controlling interest.

The spin-off separates Ten Pao’s charging-device operations (SpinCo) from its non-charging businesses (Retained Group), allowing dedicated management focus, clearer business profiles, and independent capital-raising channels. Conditions for completion include approvals from SpinCo shareholders, the Shenzhen Stock Exchange, the CSRC and other PRC regulators.