Man Shun Group (Holdings) Limited (1746) published an announcement stating that Prime Pinnacle Limited (the “Vendor”), which holds 75% of the total issued shares of Man Shun Group (Holdings) Limited, entered into a memorandum of understanding (MOU) on January 28, 2026 (after trading hours) with Winsun Special Assets International Co., Ltd. (the “Potential Purchaser”). The MOU outlines preliminary terms regarding a possible sale of the Vendor’s 750,000,000 shares, which may lead to a change in control of the company and trigger a mandatory general offer under the Takeovers Code.

According to the MOU, the Potential Purchaser will conduct due diligence during an exclusivity period ending on April 30, 2026, subject to extension if agreed in writing. The Potential Purchaser also committed to pay a deposit of HK$20,000,000 within one month of the MOU signing. Under specific circumstances, such as unsatisfactory due diligence results or default by the Vendor, the deposit can be refunded.

If a formal sale and purchase agreement is reached and the transaction is completed, the Potential Purchaser and parties acting in concert with it would then hold 75% of the company’s issued share capital. In compliance with the Takeovers Code, this may require a mandatory unconditional general offer to be made for all issued shares not already owned or agreed to be acquired by the Potential Purchaser and its concert parties.

Trading in the company’s shares was halted at 9:00 a.m. on January 29, 2026, pending the release of the announcement. Following an application to the Stock Exchange, trading in the shares resumed at 9:00 a.m. on January 30, 2026.

The announcement emphasizes that negotiations regarding the possible transaction are still ongoing. Shareholders and potential investors are advised to exercise caution when dealing in the company’s securities, as there is no certainty that the discussions will lead to a general offer under the Takeovers Code.