CGII HLDGS (01940.HK) and the offeror, Tangde Gas Co., Limited, have jointly announced the completion of the offeror's acquisition of approximately 468 million sale shares from China Gas Investors Ltd., representing about 39.01% of the company's issued share capital as of the date of this joint announcement. The total consideration for the sale shares is USD 30.1 million (approximately HK$235 million). Following the share purchase and as of the date of this announcement, the offeror and its concert parties hold an aggregate interest in approximately 468 million shares, equivalent to about 39.01% of the company's issued share capital.
The offeror, Tangde Gas Co., Limited, is wholly-owned by Tianjin Tangde Technology Co., Ltd., which is itself 100% held by Jiaxing Moyudu Tangde Equity Investment Partnership (Limited Partnership) through its wholly-owned subsidiary, Beijing Tangde Qingneng Enterprise Management Consulting Co., Ltd. The partnership has four shareholders: Sichuan Dingxiang Equity Investment Fund Co., Ltd. (Song Jiajun and Song Fenyang, holding 80% and 20% respectively) holds a 78% stake; Yanran (Hainan) Investment Management Partnership (Chen Yingliu and Chen Tianyi, holding 80% and 20% respectively) holds 10%; Hainan Zhongfang Energy Co., Ltd. (Cao Zhen, 100% holder) holds 10%; and Moyudu (Shanghai) Private Fund Management Co., Ltd. holds 2%.
Moyudu (Shanghai) Private Fund Management Co., Ltd. is 98% owned by Moyudu (Hainan) Enterprise Management Consulting Partnership (Limited Partnership) and 2% by Moyudu (Hainan) Industrial Development Co., Ltd.
On January 14, 2026, the seller (as transferor) and the offeror (as transferee) entered into a deed of assignment for the transfer of a RMB 50.6715 million receivable to the offeror. This receivable represents dividends owed by the company to the seller. Upon execution of the deed, the offeror paid the seller an amount equivalent to the receivable, thereby gaining the right to claim this amount from the company.
First Shanghai will make a mandatory unconditional cash offer on behalf of the offeror for all issued shares of the company not already owned or agreed to be acquired by the offeror and its concert parties, pursuant to the Takeovers Code. The offer price is HK$0.626 per share, representing a discount of approximately 60.38% to the closing price of HK$1.58 per share on the last trading day on the Stock Exchange. The offeror intends to maintain the company's listing status on the Main Board of the Stock Exchange following the offer's closure.
After the share purchase, Hong Kong Huitangzhi continues to hold an interest in approximately 431.9 million shares, representing about 35.99% of the total issued share capital. Hong Kong Huitangzhi has provided the offeror with an irrevocable and unconditional undertaking not to tender its shares into the offer and not to transfer, pledge, sell, or otherwise encumber its shareholding from the date of the undertaking until the offer closes. This undertaking is binding under all circumstances.
It is expected that Mr. Li Jun, Mr. Song Jiajun, and Mr. Chen Tianyi will be appointed as directors following the dispatch of a composite document or the close of the offer. Any changes to the board will be conducted in compliance with the Takeovers Code and Listing Rules, with further announcements made in due course.
Brief biographies of the nominated executive directors are provided below. Further details required under Listing Rule 13.51(2) will be announced upon the effectiveness of their appointments:
Mr. Li Jun, aged 48, holds a PhD in Engineering from Tsinghua University and possesses 16 years of experience in strategic planning and large-scale mergers and acquisitions. He is a co-founder and the Chief Executive Officer of Moyudu. Mr. Li previously served as Senior Investment Manager in the Planning and Development Department at Baoshan Iron & Steel Co., Ltd. from May 2009 to December 2012, and as Deputy General Manager of the Capital Operation Department from March 2016 to November 2016. He also served as Deputy General Manager of the Investment Management Department at China Baowu Steel Group Corp., Ltd. from December 2016 to July 2017. Mr. Li has been serving as an independent director of Xinyu Iron & Steel Co., Ltd. (600782.SH) since June 25, 2025. He has been involved in the integration of several steel enterprises and possesses extensive knowledge of the industrial energy sector. Mr. Li is a general partner of Hainan Moyudu, holding a 40% interest. Hainan Moyudu holds a 98% interest in Moyudu (Shanghai), which acts as the general partner and fund manager of Jiaxing Moyudu, holding a 2% interest. The offeror is indirectly wholly-owned by Jiaxing Moyudu. As of the date of this announcement, Mr. Li is deemed interested in 468,096,000 shares, representing approximately 39.01% of the issued share capital.
Mr. Song Jiajun, aged 31, holds a Bachelor's degree in Hotel Management from the University of Nevada, Las Vegas. He is a co-founder of Moyudu and the controlling shareholder of Sichuan Dingxiang. Mr. Song holds 80% of the registered capital of Sichuan Dingxiang, which holds a 78% interest in Jiaxing Moyudu. He also holds an 80% interest and is the general partner of Chengdu Yuanming Juyu, which holds a 30% interest and is the general partner of Hainan Moyudu. Hainan Moyudu holds a 98% interest in Moyudu (Shanghai), which holds a 2% interest and is the general partner of Jiaxing Moyudu. The offeror is indirectly wholly-owned by Jiaxing Moyudu. As of the date of this announcement, Mr. Song is deemed interested in 468,096,000 shares, representing approximately 39.01% of the issued share capital.
Mr. Chen Tianyi, aged 37, holds a Master's degree in Electrical Engineering from Columbia University and has nearly 10 years of experience in technology and investment. He is a co-founder of Moyudu and also an executive partner at Yanran Investment. Previously, Mr. Chen worked as an Applications Engineer at ALTA DEVICES, a leading thin-film solar technology company in Silicon Valley, from May 2016 to September 2019, and as a Senior Applications Engineer at Glydways, Inc., an autonomous vehicle technology company, from November 2019 to August 2021. He returned to China in 2021 and established a dual-currency cross-border investment platform focusing on venture capital, secondary funds, and buyout funds. Mr. Chen possesses a strong technical background and experience in cross-border multi-strategy investing.
Comments