COFCO Joycome (01610) has announced that on 24 September 2026, it approved, among other things, a proposal to merge Zhuomao Limited, a BVI business company incorporated in the British Virgin Islands and a directly wholly-owned subsidiary of the company, with and into the company.
The company will be the surviving company and will continue in existence as the same legal entity incorporated in the Cayman Islands without interruption. Upon the merger becoming effective, the merged company will cease to exist as a separate legal entity. Under the merger, all issued and outstanding shares of the merged company will be cancelled at nil consideration. The company will not issue any shares or other securities in exchange, and solely for the purposes of the merger, the shares and the rights attached to them will remain unchanged. As at the date of this announcement, the merger has not yet become effective.
The merger constitutes an internal restructuring within the group. The merger will cancel the merged company's separate corporate entity, with the company directly assuming its assets and liabilities. The merger does not involve the transfer of business or assets outside the group, nor will it change the group's ultimate economic interest in such businesses or assets.
The merger is intended to simplify the group's corporate structure, reduce the administrative and corporate maintenance costs associated with maintaining a separate subsidiary, and enhance management efficiency. The directors consider that the terms of the merger are fair and reasonable and that the merger is in the overall interests of the company and its shareholders.
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