HG SEMI (06908) announced on December 1, 2025, that it has entered into Agreement A with Seller A (comprising New Rainbow Developments Limited, Rosyfeild Limited, and Wise Spring Global Limited). Under Agreement A, Seller A conditionally agreed to sell, and the company conditionally agreed to purchase, the Sale Shares A (representing 100% of the issued share capital of Target Company A, Join Gain HK Limited, which holds approximately 8.34% equity in Shenzhen JiaHong) for a total consideration of HK$73.388 million.

Additionally, the company signed Agreement B with Seller B (Red Mont Global Limited), under which Seller B conditionally agreed to sell, and the company conditionally agreed to purchase, the Sale Shares B (representing 100% of the issued share capital of Target Company B, Red Mont HK Limited, which holds approximately 4.64% equity in Shenzhen JiaHong) for a total consideration of HK$40.816 million.

The consideration for Agreement A will be settled by issuing 147 million fully paid consideration shares to Seller A and/or its nominees, while the consideration for Agreement B will be paid via the issuance of a promissory note to Seller B.

The completion of each agreement is (a) not contingent upon the completion of the other agreement and (b) subject to, among other conditions, the approval of relevant ordinary resolutions by independent shareholders at an extraordinary general meeting.

As of the announcement date, Shenzhen JiaHong is owned approximately 60.30% by Swift Power (an indirect wholly-owned subsidiary of HG SEMI), 19.49% by an employee持股 platform, 8.34% by Target Company A, 4.64% by Target Company B, 5.10% by Taizhou Huirong Jianeng Youchuang Investment, and 2.13% by Orchid Enterprises.

Upon completion, the target companies will become indirect wholly-owned subsidiaries of HG SEMI, increasing the group’s stake in Shenzhen JiaHong to approximately 73.28%, while the employee持股 platform, Taizhou Huirong Jianeng Youchuang Investment, and Orchid Enterprises will retain 19.49%, 5.10%, and 2.13% stakes, respectively. Shenzhen JiaHong will remain an indirect non-wholly-owned subsidiary of the company.

HG SEMI believes the current timing is appropriate to acquire minority interests in Shenzhen JiaHong to capitalize on its growth potential and future prospects.