• 22 July 2026 – Geehy International Limited has dispatched a Composite Document announcing an unconditional mandatory cash offer for all remaining shares of MEGAIN Holding (Cayman) Co., Ltd. at HK$0.61 per share. The offer price matches MEGAIN’s last reported audited net asset value per share (RMB 0.5517, approximately HK$0.61) and will not be increased.
• Offer mechanics: – Offer period: 22 July 2026 to 4:00 p.m. (HK time) on 12 August 2026, with results to be published by 7:00 p.m. the same day. – Settlement: cash consideration (net of 0.10% seller’s stamp duty) to be mailed within seven business days after valid acceptance. – Maximum cash outlay (excluding 124.56 million “Undertaking Shares” that will not be tendered) is capped at HK$111.74 million, funded by an ICBC International Securities loan and Geehy’s internal resources.
• Current shareholding: Geehy acquired 211.00 million shares (40.67%) via a share purchase agreement and subscribed for 103.75 million new shares under a specific mandate, lifting its stake to 314.75 million shares, or 50.56% of MEGAIN’s enlarged issued capital of 622.50 million shares. The remaining 307.75 million shares are subject to the offer; 183.19 million are in public hands and can be tendered.
• Background numbers: – Offer values MEGAIN’s equity (excluding non-tendering Undertaking Shares) at up to HK$111.74 million; full acceptance including Undertaking Shares would equal HK$187.73 million. – Offer price represents discounts of 18.7% to the Last Trading Day close of HK$0.75 and 68.6% to the HK$1.94 closing price on the Latest Practicable Date.
• Target financial snapshot (FY 2025, year end 31 Dec 2025): – Revenue: RMB 155.34 million, +3.7% YoY. – Net loss: RMB 83.70 million vs profit of RMB 9.66 million in FY 2024. – Net assets: RMB 286.94 million (HK$0.61 per share).
• Post-offer intentions: Geehy plans to maintain MEGAIN’s listing status, undertake a strategic review but keep existing operations and workforce intact. Board changes are expected after the offer closes, subject to regulatory requirements.
• Important dates: – Offer opens: 22 July 2026 – Offer closes: 4:00 p.m., 12 August 2026 (unless extended) – Payment dispatch deadline: 21 August 2026
Independent board committee and Lego Corporate Finance recommend that minority shareholders accept the offer, deeming the HK$0.61 price fair and reasonable in light of MEGAIN’s recent losses and uncertain industry outlook.