BOCOM International Holdings Company Limited Announces Acquisition of US\$8 Million GJ Notes

Key Highlights of the Announcement

• Transaction: On 4 March 2026, Preferred Investment Management Limited, a wholly-owned subsidiary of BOCOM International Holdings Company Limited (“the Company”), acquired US\$8,000,000 principal amount of floating rate notes (“GJ Notes”) issued by Guotai Junan International Holdings Limited.
• Purchase Price: The notes were acquired at a purchase price of US\$100 per unit, totaling approximately US\$8,000,000 (equivalent to around HK\$62,800,000). The acquisition was funded using the Group’s internal resources.
• Issuer Information: The GJ Notes were issued by Guotai Junan International Holdings Limited, an integrated financial service provider listed on the Hong Kong Stock Exchange (stock code: 1788), with principal businesses covering brokerage, corporate finance, asset management, loans and financing, and financial products.
• Listing Status: The GJ Notes will be listed on the Stock Exchange of Hong Kong.
• Counterparty: The notes were acquired from BOCOM International Securities Limited, another wholly-owned subsidiary of the Company.
• Regulatory Classification: As the size of the transaction falls within the range where one or more of the percentage ratios is less than 25% but more than 5%, the acquisition is classified as a “discloseable transaction” under Chapter 14 of the Hong Kong Listing Rules, requiring public notification and announcement.

Details Important for Shareholders

• Potential Impact on Share Price: The acquisition represents a significant long-term investment, allowing the Group to utilize its capital resources to generate stable returns with commensurate risk. Such strategic investments may enhance the Group’s future profit profile, potentially impacting the Company’s share value positively, depending on the performance of the underlying notes and overall market conditions.
• Transaction Rationale: The Board considers the acquisition as being conducted on fair and reasonable terms, within the ordinary course of business, and in the best interests of both the Company and its shareholders.
• Connected Party Transactions: Although the notes were purchased from BOCOM International Securities Limited (a wholly-owned subsidiary of the Company), the Issuer of the notes, Guotai Junan International Holdings Limited, is independent and not a connected person to the Company.
• Use of Internal Resources: The purchase was funded entirely by internal resources, indicating confidence in the Company’s liquidity position and no immediate dilution risk for shareholders.
• Nature of Notes: The GJ Notes are part of a US\$400,000,000 issuance of floating rate notes due 6 September 2029, providing an opportunity for the Group to earn stable investment returns over a medium-term horizon.
• Currency Exchange Rate: For reference, the US\$ to HK\$ conversion used in the announcement is US\$1.00 = HK\$7.85, though actual conversion rates may differ.
• Board Composition: The Board is composed of executive, non-executive, and independent non-executive directors, demonstrating a balanced governance structure.

Comprehensive Transaction Summary

On 4 March 2026, BOCOM International Holdings Company Limited announced that its wholly-owned subsidiary, Preferred Investment Management Limited, acquired US\$8,000,000 in principal amount of GJ Notes at par from BOCOM International Securities Limited, another subsidiary within the Group. The transaction, funded by internal resources, is part of a larger US\$400,000,000 floating rate notes program due in 2029, issued by Guotai Junan International Holdings Limited.

The acquisition aims to provide the Group with a stable and long-term investment return, leveraging the Group’s available capital. The transaction’s scale triggers the “discloseable transaction” threshold under the Hong Kong Listing Rules, leading to this public announcement. The Board has affirmed that the terms are fair and reasonable, and the investment aligns with the Group’s ordinary business course and strategic interests.

The Group’s principal activities remain unchanged, focusing on securities brokerage, margin financing, corporate finance and underwriting, investment & loans, and asset management. The acquisition does not alter the risk profile of the Group but exemplifies its capacity to deploy capital into regulated investment products for predictable returns.

What Shareholders Should Watch

• The performance of the GJ Notes and broader market conditions could impact realized returns from this investment, potentially affecting the Group’s profitability and share price.
• Any changes in the liquidity or financial standing of Guotai Junan International Holdings Limited, the notes issuer, may also impact the value of this investment.
• The transaction reflects the Company’s ongoing strategy of pursuing long-term investments with risk-adjusted returns, which may influence investor sentiment toward the stock.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full official disclosures and consult their financial advisors before making any investment decisions. The actual performance of the notes or the Company may differ from expectations due to market and other risks.

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