Da Sen Holdings Group Limited announced on 15 May 2026 that it has signed a supplemental sale and purchase agreement to amend the terms of its pending acquisition of an unnamed target company. The total consideration remains HK$9.49 million, but the payment structure and vendor obligations have been re-aligned to a two-stage, performance-based arrangement.
The consideration will be settled through the issue of 55.80 million new shares at HK$0.17 each under a specific mandate. Up to 27.90 million shares will be allotted after the first 12-month period and a further 27.90 million shares after the second 12-month period, subject to the target meeting the following annual guarantees:
• Revenue not less than HK$50.00 million; and • Net profit not less than HK$4.00 million.
If either threshold is missed in a period, the corresponding tranche of consideration shares will be reduced on a pro-rata basis, calculated against whichever shortfall (revenue or profit) is greater.
The vendors have additionally committed to: 1. Retaining existing senior management and preserving key customer, supplier and banking relationships for 24 months post-completion. 2. Remaining in their executive roles during the same 24-month period.
To support working capital, Da Sen Holdings and the purchaser will seek a HK$10.00 million banking facility for the target within six months of completion. Any shortfall will be covered by the vendors’ guarantors via a direct loan.
Because the consideration shares will only be issued after the respective performance periods, the original lock-up clause has been removed. All other principal terms of the original acquisition agreement remain unchanged, and completion remains subject to outstanding conditions precedent. Investors are advised to exercise caution, as there is no assurance the transaction will proceed.
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