Carry Wealth Holdings Limited (00643) disclosed that a conditional mandatory general cash offer has been triggered following the enforcement of a share mortgage over approximately 45.71% of the company’s issued share capital.

Zephyrus Capital Limited (the Purchaser), owned as to 97% by Mr. Sun and 3% by Ms. Zhu, acquired the entire issued share capital of Mars Worldwide Holdings Limited (Mars Worldwide) from the Vendor, acting via Mr. Tsang’s power of attorney. Mars Worldwide held 411,293,396 shares in Carry Wealth Holdings, representing around 45.71% of the company’s total issued shares. The total consideration of HK$54 million for the sale of Mars Worldwide’s equity was settled partly in cash and partly by promissory notes, with additional security through a share charge over the acquired shares.

The transaction arose after the Vendor defaulted on a loan of HK$40 million, which accrued interest at 12% per annum, secured by the Share Mortgage over Mars Worldwide. Upon default, Mr. Tsang enforced his rights under the mortgage. Following completion on September 4, 2025, the Purchaser, Mr. Tsang, and parties acting in concert with them now collectively hold the aforementioned 45.71% stake in Carry Wealth Holdings.

Under Rule 26.1 of the Hong Kong Takeovers Code, a conditional mandatory general cash offer must be made to acquire all remaining issued shares (other than those already owned or agreed to be acquired by the parties acting in concert). The offer price is HK$0.1331 per share, valuing the entire issued share capital of Carry Wealth Holdings at roughly HK$119.77 million. The Purchaser intends to fund a maximum of HK$65 million (if fully accepted) via a facility provided by Quam Securities Limited.

According to the company’s disclosures, no significant changes in corporate strategy or business operations are planned. The Joint Offerors wish to retain the company’s listing status on the Stock Exchange and maintain existing operations. The transaction will become unconditional only if the Joint Offerors and parties acting in concert with them obtain more than 50% of the voting rights upon close of the offer.

Carry Wealth Holdings specializes in manufacturing and trading garment products as well as securities investment. The group reported revenue of HK$86.95 million for the first half of 2025 and recorded a net asset value of HK$117.92 million as at June 30, 2025.

Trading in the shares was suspended effective September 5, 2025, and resumed on October 27, 2025, following the publication of this joint announcement. Shareholders and investors are advised to exercise caution when dealing in shares, and to review the composite offer document, including recommendations from an independent board committee and financial adviser, once issued.