Empire Charm Limited (the “Offeror”) and Hengdeli Holdings Limited (“Hengdeli”, Stock Code: 3389) jointly announced a voluntary unconditional general cash offer at HK$0.14 per share. The Offer aims to acquire all issued shares of Hengdeli not already owned by the Offeror and Ms. Fung, amounting to 2,289,871,035 shares, representing approximately 52.00% of Hengdeli’s total issued shares.

Based on the Offer Price of HK$0.14 per share and full acceptance, total consideration would be about HK$320,581,945. The Offer Price represents a 12.00% premium over the HK$0.125 closing price on the last trading day prior to the announcement. The Offeror will finance the deal through internal resources and a facility provided by CMBC Securities Company Limited, and the Offer will remain unconditional.

As of the announcement date, the Offeror and its concert parties own a combined 61.79% stake in Hengdeli. Of this, the Offeror holds 1,365,245,877 shares (31.00%) and Ms. Fung holds 748,902,047 shares (17.00%). The board of Hengdeli formed an Independent Board Committee comprising all independent non-executive directors to advise on the Offer, and an independent financial adviser has been appointed to provide its opinion.

The Offeror intends to maintain Hengdeli’s listing on the Hong Kong Stock Exchange following the transaction and does not plan significant operational or personnel changes. Trading in Hengdeli shares resumed on 1 December 2025. Shareholders and investors are advised to exercise caution when dealing in Hengdeli’s stock and to review forthcoming documents for further details on the Offer.