On 2 June 2026, STAR CM’s indirect wholly owned unit, Mengxiang Qiangyin, signed a restructuring agreement with Binjiang Group, Lianke Shenhuo and other parties that packages a very substantial acquisition with a very substantial disposal under Hong Kong Listing Rules.
Under the share-swap arrangement, Mengxiang Qiangyin will divest its 17.59 % interest in Shanghai Binqiao for a consideration of RMB193.46 million. Payment will be effected through the receipt of 100 % equity in SH Xingkongshui’an (valued at RMB193.70 million) plus a balancing cash payment of roughly RMB0.24 million. On completion, STAR CM will cease to hold any stake in Shanghai Binqiao and will consolidate SH Xingkongshui’an as a wholly owned subsidiary.
A concurrent debt-transfer arrangement will see SH Xingkongshui’an assume the RMB266.59 million shareholder loan previously owed by Shanghai Binqiao to Mengxiang Qiangyin. This liability will be offset against Shanghai Binqiao’s RMB266.13 million receivable from SH Xingkongshui’an, leaving a residual RMB0.47 million to be settled in cash within 20 business days of completion.
Independent appraisals using an asset-based approach valued Shanghai Binqiao at RMB1.10 billion and SH Xingkongshui’an at RMB193.70 million as of 31 July 2025. The transaction is expected to generate an estimated disposal gain of RMB3.71 million for STAR CM.
Financial snapshots (unaudited): • Shanghai Binqiao recorded losses of RMB5.86 million (2024) and RMB4.49 million (2025) with year-end 2025 net assets of RMB1.08 billion. • SH Xingkongshui’an posted losses of RMB0.07 million (2024) and RMB0.12 million (2025) with year-end 2025 net assets of RMB193.05 million.
Listing Rules trigger: the acquisition’s highest percentage ratio exceeds 100 %, while the disposal exceeds 75 %, classifying both as very substantial and requiring shareholder approval. An extraordinary general meeting will be convened, and a circular is slated for dispatch on or before 24 June 2026.
Strategic rationale: direct control of SH Xingkongshui’an grants STAR CM ownership of the near-complete M2-01 plot in Shanghai’s Yangpu District, earmarked for the group’s regional headquarters and a culture-and-media hub. Completion of regulatory registrations is targeted within four months of signing.