WECON privatisation bid by Triple Arch Limited lapses after shareholders reject scheme

Bulletin Express
06/24

Hong Kong, 24 June 2026 – Wecon Holdings Limited (WECON) and its 75% shareholder Triple Arch Limited today announced that the proposed privatisation of WECON via a scheme of arrangement has failed to secure the requisite approvals and has therefore lapsed. The company’s shares will remain listed on the Hong Kong Stock Exchange.

The scheme required two separate approvals at the Court Meeting in accordance with Section 86 of the Cayman Islands Companies Act and Rule 2.10 of the Hong Kong Takeovers Code: • At least 75% of votes cast by independent scheme shareholders in favour; and • Fewer than 10% of all independent scheme shares voted against.

At the Court Meeting, independent shareholders representing 87.58 million shares voted, equal to 43.79% of the 200 million scheme shares. Only 35.69% of votes cast (31.26 million shares) supported the proposal, while 64.31% (56.33 million shares) opposed it. The dissenting votes represented 28.16% of all independent scheme shares—well above the 10% threshold—rendering the scheme defeated.

Consequential resolutions at the subsequent Extraordinary General Meeting also failed. Both the special resolution to reduce share capital and the ordinary resolution to restore share capital and allot new shares to the Offeror garnered 35.84% support versus 64.16% opposition, short of the 75% and simple-majority requirements respectively.

Because key conditions of the proposal were not met, the scheme did not become effective. Under the Takeovers Code, Triple Arch Limited and any concert parties are now restricted from launching a new offer for WECON for 12 months without regulatory consent.

Shareholding data at the meeting date: • Total issued shares: 800.00 million • Shares held by Triple Arch Limited (beneficially owned by Mr KY Tsang): 600.00 million (75%) – not eligible to vote on the scheme • Scheme shares: 200.00 million (25%) • Shares held under the company’s award plan: 6.80 million (0.85%); the trustee abstained from voting in line with Listing Rule 17.05A.

All directors of both entities attended the meetings. Tricor Investor Services Limited acted as scrutineer for the vote-counting process.

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