CPM Group Limited has received a mandatory unconditional cash offer from Prime Surplus Ltd (wholly owned by non-executive director Philip Tsui) and SHK Hong Kong Industries Ltd (indirectly wholly owned by Allied Group Ltd). Acting through Yu Ming Investment Management, the offer opens on 24 June 2026 and closes at 4:00 p.m. on 15 July 2026, unless extended.
The Offerors are proposing two concurrent transactions: (1) a share offer at HK$0.0562 in cash for every CPM share not already owned by the Offerors, CNT Group Ltd (75 % shareholder) or their concert parties; and (2) an option offer at HK$0.0001 in cash for each of the 60 million outstanding share options (exercise price HK$0.335). The share-offer price represents discounts of 77.43 % to the HK$0.249 last-traded price (10 April 2026) and 86.56 % to the adjusted unaudited net asset value of HK$0.418 per share.
Should all 250 million minority shares and 50 million options be tendered (assuming no option exercise), the maximum cash consideration will be HK$14.06 million; this could rise to HK$16.86 million if all exercisable options are converted and subsequently accepted. SHK will fund its portion from internal resources, while Prime Surplus will rely on Mr Tsui’s personal funds. Yu Ming has confirmed sufficient financial resources are in place.
Following Prime Surplus’s recent acquisition of a 50.18 % stake in CNT—and CNT’s 75 % holding in CPM—the chain principle under the Takeovers Code triggered the current offer. Post-transaction, the Offerors intend to retain CPM’s Main Board listing and maintain existing operations in paint, coatings and property investment. No major asset disposals, workforce changes or operational shifts are planned, although the Offerors reserve the right to review the business.
CPM’s Independent Board Committee, advised by Ample Capital Ltd, concludes the offer terms are “not fair and reasonable.” It recommends minority shareholders reject the share offer and advises optionholders to accept the HK$0.0001 cancellation only if they do not intend to exercise their options. The opinion cites the deep discount to trading prices (circa 71 % below the 12-month average) and to adjusted NAV, alongside CPM’s improving but loss-making performance (2025 net loss: HK$46.05 million).
Acceptance forms must reach Tricor Investor Services for shares or CPM’s company secretary for options by the 15 July deadline. Cash consideration will be despatched within seven business days after valid acceptance. Seller’s stamp duty of 0.1 % on share acceptances will be deducted from payments.
The Offerors, holding companies and CPM have undertaken to restore the public float if it falls below 25 % following completion. The Stock Exchange may suspend trading or cancel listing should public float remain insufficient for 18 months.
Property revaluation conducted by BMI Appraisals values CPM’s PRC investment portfolio at RMB452.70 million, implying a revaluation surplus of HK$64.55 million over book. Even after adjustment, the offer price still reflects an 86.56 % discount to the estimated HK$0.418 adjusted NAV per share.
No competing offers have been announced as at the Latest Practicable Date of 18 June 2026.