CHANGHONG JH (03991) and offeror Rainbow Investment Limited jointly announced that on September 22, 2025, the offeror entered into an implementation agreement with the company, pursuant to which the offeror has requested the company to propose a scheme to scheme shareholders. If the proposal is approved and implemented, it will result in the privatization of the company by the offeror through the scheme, and the listing status of ordinary shares on the Stock Exchange will be withdrawn. The company has applied to the Stock Exchange for the resumption of trading in ordinary shares on the Stock Exchange from 9:00 a.m. on September 23, 2025.
Under the proposal, if the scheme becomes effective, all scheme shares will be cancelled in exchange for a scheme consideration of HK$1.223 per scheme share, representing a premium of approximately 32.93% over the closing price of HK$0.920 per ordinary share on the last trading day. As of the date of this joint announcement, there are approximately 580 million ordinary shares comprising the scheme shares, with a total estimated value of approximately HK$709 million for the scheme shares.
It is understood that as of the date of this joint announcement, the offeror is a special purpose company directly owned by Changhong Group (which is held 90% and 10% by Mianyang SASAC and Sichuan Provincial Department of Finance respectively). As the single largest shareholder of Sichuan Changhong, Changhong Group effectively controls the composition of the majority of the board of directors of Sichuan Changhong. Therefore, Sichuan Changhong is a subsidiary of Changhong Group, and Changhong Group further controls Anjian and Changhong Hong Kong, including the ordinary shares held by Anjian and Changhong Hong Kong.