SHENZHEN INVEST Unit Swaps RMB30.36 Million Office Assets with Shum Yip Affiliate to Cut Shareholder Debt

Bulletin Express
05/06

Hong Kong—6 May 2026—Shenzhen Investment Limited (SHENZHEN INVEST) announced that its 50%-owned subsidiary Zhongshan Shenye Wansheng Investment has signed two Offsetting Debt Agreements after market close to transfer 57 office units worth RMB30.36 million to Zhongshan Wanye, which holds 35.17 % of Shenye Wansheng, acting on behalf of Shum Yip Group.

The assets—2,060.18 sq m of completed, ready-for-sale offices in Building 2 of Wanbin Wanchao Plaza, Zhongshan—will serve as in-kind payment of a RMB30 million deposit that Shum Yip Group owes Zhongshan Wanye under an earlier Share Transfer Intention Agreement dated 20 April 2026. That agreement contemplates Shum Yip Group’s purchase of Zhongshan Wanye’s 35.17 % stake in Shenye Wansheng.

Key financial implications • Consideration: RMB30.36 million (set at the higher of an independent valuation of RMB29.35 million and Shenye Wansheng’s internal floor price). • Carrying value of the properties: RMB25.56 million. • Expected gross profit on disposal: RMB2.29 million. • Proceeds application: Entire amount offsets an equivalent portion of Shum Yip Group’s shareholder loan to Shenye Wansheng; no cash inflow to the Group.

Regulatory position Shum Yip Group is both SHENZHEN INVEST’s controlling shareholder (63.19 % stake) and a 14.83 % shareholder of Shenye Wansheng, making the transaction a connected transaction under Hong Kong Listing Rule 14A. The highest applicable percentage ratio is above 0.1 % but below 5 %, triggering announcement requirements but exempting the deal from independent shareholders’ approval.

Timeline and safeguards The formal commercial property sales contract with Zhongshan Wanye must be executed by 15 December 2026, with property management fees shifting to the transferee from that date or earlier upon hand-over. Shenye Wansheng guarantees clear title; any encumbrances must be cured or properties replaced. Defaulting parties face daily liquidated damages of 0.03 % of overdue sums or RMB0.05 million for non-monetary breaches.

Strategic rationale Management states the swap accelerates disposal of lower-liquidity commercial inventory and directly reduces Shenye Wansheng’s leverage by converting physical assets into loan settlement. The board, excluding three executive directors who are also Shum Yip Group directors, considers the terms fair and in the interests of all shareholders.

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