SINO GOLF HOLD (00361) and offeror DoThink Investment Limited jointly announced that on September 23, 2025, the offeror intends to acquire from the receiver 2.6012 billion shares (representing approximately 50.011% of the company's total issued share capital as of the date of this joint announcement) for a total cash consideration of approximately HK$74.67985 million (equivalent to approximately HK$0.029 per share); and convertible bonds issued by the company with an aggregate principal amount of HK$74.1 million (convertible into 650 million shares at a conversion price of HK$0.114 (subject to adjustment in accordance with the terms and conditions of the convertible bonds)) for a cash consideration of HK$18.66135 million (equivalent to approximately HK$0.029 per share). The total consideration amounts to approximately HK$93.3412 million.
Immediately following completion, the offeror and its concert parties will hold an aggregate of 2.6012 billion shares, representing approximately 50.011% of the company's total issued share capital. Therefore, pursuant to Rule 26.1 of the Takeovers Code, following completion, the offeror is required to make an offer for all issued shares not already owned or agreed to be acquired by the offeror and its concert parties.
The cash offer of HK$0.029 per offer share represents a discount of approximately 33% to the closing price of HK$0.043 per share as quoted on the Stock Exchange on the last trading day.
The offeror is an indirectly wholly-owned subsidiary of Hancheng Energy Group. Hancheng Energy Group is a limited company established in China, principally engaged in clean energy development, special vehicle manufacturing, and environmental sanitation operation services. Hancheng Energy Group is owned as to 80% and 20% by Mr. Liu Jincheng and Mr. Liu Gang respectively.
The offeror intends to maintain the listing of the shares on the Stock Exchange after the close of the offer. The offeror has no intention to exercise any rights of compulsory acquisition in respect of any outstanding shares after the close of the offer.