MEGAIN Holdings (06939) and the offeror, Geehy International Limited, jointly announced that on January 8, 2026, the offeror (as the buyer) entered into a share purchase agreement with the sellers to acquire a total of 211 million shares (representing approximately 40.67% of the company's total issued share capital as of the date of this joint announcement) for a total consideration of HK$105.5 million (i.e., HK$0.50 per sale share). On January 8, 2026 (after trading hours) and January 23, 2026, the company and the offeror entered into the subscription agreements, pursuant to which the company will issue 103.75 million subscription shares to the offeror at a subscription price of HK$0.61 per share. This represents a discount of approximately 18.7% to the closing price of HK$0.75 per share as quoted by the Stock Exchange on January 8, 2026. The gross and net proceeds from the subscription are approximately HK$63.2875 million and HK$61.2875 million, respectively.

As of the date of this joint announcement, the offeror and its concert parties do not hold any interests in the company's shares. Immediately after the completion, and assuming no change in the company's issued share capital between the date of this joint announcement and the allotment and issuance date of the subscription shares, the offeror will hold an interest in 314.75 million shares, representing approximately 50.56% of the enlarged issued share capital. Consequently, the offeror will be required under Rule 26.1 of the Takeovers Code to make an unconditional mandatory cash offer for all issued shares not already owned or agreed to be acquired by the offeror and its concert parties.

The cash offer price is HK$0.61 per offer share, with the maximum total amount payable by the offeror for this offer being approximately HK$112 million. The company has applied to the Stock Exchange for the resumption of trading of its shares, effective from 9:00 a.m. on January 26, 2026.

It is reported that the offeror is an indirect wholly-owned subsidiary of Geehy China. Geehy China is directly owned 81.084% by Apex Technology, 7.895% by the National Integrated Circuit Industry Investment Fund Phase II Co., Ltd., and the remaining shares are held by 21 other minority shareholders, each owning less than 5% of Geehy China.