HING LEE (HK) Holdings Limited (00396) has issued an announcement regarding recent unusual fluctuations in the company's share price on the Stock Exchange. After making reasonable inquiries, the Board confirms that, aside from the details disclosed below, it is unaware of any specific reasons for the volatility, any information requiring disclosure to prevent a false market, or any inside information necessitating disclosure under the Securities and Futures Ordinance.
The Board hereby informs shareholders and potential investors that, based on information from Mr. Song Qiqing (Chairman, CEO, Executive Director, and controlling shareholder) and Executive Director Mr. Zhang Gangzhang, a group of potential sellers has entered into a non-binding memorandum of understanding with Guoxin Capital Holdings Limited (the potential buyer) on March 25, 2026, following the trading session. The potential sellers include Mr. Song, King Right Holdings Limited (wholly-owned by Mr. Song), Mr. Zhang, United Sino Limited (wholly-owned by Mr. Zhang), Mr. Chen Guojian (senior management), Golden Sunday Limited (wholly-owned by Mr. Chen), Mr. Huang Weiye (senior management), and Top Right Trading Limited (wholly-owned by Mr. Huang).
The memorandum concerns the potential sale of a total of 471.6 million shares, representing approximately 58.36% of the company's total issued share capital as of the announcement date. The potential buyer is a limited liability investment holding company incorporated in the British Virgin Islands, ultimately beneficially owned by Ms. Li Yujun.
The potential transaction is conditional upon the parties negotiating and entering into a legally binding sale and purchase agreement within two months from the date of the memorandum, or a longer period as mutually agreed. During this period, the potential sellers are restricted from negotiating or entering into any share sale agreements with any party other than the potential buyer or its designated entities.
If the transaction proceeds, it will result in a change of control of the company and trigger a mandatory general offer under Rule 26.1 of the Takeovers Code. As of the announcement date, no formal agreements have been executed, discussions are ongoing, and the transaction may or may not materialize.
The company has applied to the Stock Exchange for the resumption of trading in its shares, effective from 9:00 a.m. on March 27, 2026.
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