Wing Fung Group Asia (08526) and the offeror Lumina Holdings Limited jointly announced that on October 21, 2026, the offeror acquired 83,062,500 shares from Wing Fung, representing approximately 51.19% of the company's issued share capital as at the date of the joint announcement, for a total consideration of approximately HK$41,505,400, equivalent to the sum of the principal amount of the loan under the loan agreement and its accrued interest, being the outstanding amount (equivalent to the consideration). Completion took place on the same day.
The consideration was settled by Wing Fung instructing the offeror, and the offeror accepting such instruction, to repay the outstanding amount under the loan agreement, and the share mortgage was accordingly released. Immediately following completion and as at the date of the joint announcement, the offeror, its ultimate beneficial owner and any of their concert parties had interests in a total of 83,062,500 shares, representing approximately 51.19% of the company's issued share capital as at the date of the joint announcement, and had become the controlling shareholder.
The offeror is required under Rule 26.1 of the Takeovers Code to make a mandatory unconditional cash offer for all issued shares (other than those already owned or agreed to be acquired by the offeror, its ultimate beneficial owner or any of their concert parties), at HK$0.4997 per offer share, representing a premium of approximately 3.03% over the closing price of HK$0.4850 per share as quoted on the Stock Exchange on October 21, 2026.
The offeror is wholly owned by Mr. Chen Haining, who is also the sole director of the offeror. The company has applied to the Stock Exchange for the resumption of trading in its shares on the Stock Exchange with effect from 9:00 a.m. on November 4, 2026.
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