CGII HLDGS (01940) and the offeror Tangde Gas Co., Limited jointly announced that the offeror has completed the 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 was USD 30.1 million. Following the share purchase and as of the date of this joint announcement, the offeror and its parties acting in concert hold interests in an aggregate of approximately 468 million shares, equivalent to about 39.01% of the company's issued share capital. On January 14, 2026, the seller, as the transferor, and the offeror, as the transferee, entered into a deed of assignment for the transfer of a receivable amounting to RMB 50.6715 million to the offeror. The receivable represents dividends owed by the company to the seller. After executing the deed of assignment, the offeror paid the seller an amount equivalent to the receivable and thus obtained the right to claim the receivable from the company. First Shanghai will make an offer on behalf of the offeror in compliance with the Takeovers Code to acquire all issued shares in the company's share capital, excluding those already held or agreed to be acquired by the offeror and its parties acting in concert, pursuant to Rule 26.1 of the Takeovers Code. The cash offer price is HKD 0.626 per share, representing a discount of approximately 60.38% compared to the closing price of HKD 1.58 per share on the Stock Exchange on the last trading day. The offeror intends to maintain the listing status of the shares on the Main Board of the Stock Exchange after the offer closes. Following the share purchase, Hong Kong Hui Tang Zhi He continues to hold interests in approximately 431.9 million shares, representing about 35.99% of the company's total issued share capital. Hong Kong Hui Tang Zhi He has provided the offeror with an irrevocable and unconditional undertaking: (i) not to tender its held shares to accept the offer; and (ii) not to transfer, pledge, sell, or otherwise encumber its held shares from the date of the undertaking until the offer closing date. The irrevocable undertaking is binding under all circumstances. Additionally, the company has applied for the resumption of trading of its shares on the Stock Exchange starting at 9:00 a.m. on March 16, 2026.
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