SEM HLDGS (09929) and the offeror, Yaoji Capital Limited, jointly announced that on November 26, 2025, the offeror completed the acquisition of 1.5 billion shares from SEM Enterprises Limited, representing 75% of the total issued shares as of the joint announcement date, for a total cash consideration of HKD 165 million (HKD 0.11 per share). Following the completion and as of the joint announcement date, the offeror and its concert parties hold a 75% stake in the company. Under Rule 26.1 of the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer to acquire all issued shares of the company (excluding those already owned or agreed to be acquired by the offeror and its concert parties) at HKD 0.11 per share, representing a premium of approximately 6.36% over the closing price of HKD 0.103 per share on the last trading day on the Stock Exchange. The company has applied to the Stock Exchange for the resumption of trading of its shares from 9:00 a.m. on December 4, 2025. On November 26, 2025, the company entered into a subscription agreement with the subscriber (Yaoji Capital Limited), under which the company will issue convertible bonds with a principal amount of HKD 44 million to the subscriber. Upon full exercise of the conversion rights under the bonds, they can be converted into 400 million conversion shares at an initial conversion price of HKD 0.11 per share, equivalent to 20.0% of the company's issued share capital as of the joint announcement date, and approximately 16.67% of the enlarged issued share capital after the issuance of the conversion shares.