China Industrial Securities International Financial Group Limited Announces Discloseable Transaction: Significant Acquisition of Guaranteed Senior Notes

Key Highlights for Investors

• Acquisition of Notes: The Board of China Industrial Securities International Financial Group Limited (“CISI” or the “Company”, Stock Code: 6058) has announced the acquisition of US\$10,022,000 in principal amount of US\$500,000,000 5.95% Guaranteed Senior Notes due 2041 issued by CNPC (HK) Overseas Capital Ltd. The total consideration paid amounted to US\$11,181,993 (approximately HK\$87,778,647).
• Transaction Timeline: The acquisitions took place between 20 May 2024 and 23 March 2026, via CISI Investment Limited, an indirect wholly-owned subsidiary of the Company, through open market transactions.
• Issuer and Guarantor: The Notes were issued by CNPC (HK) Overseas Capital Ltd., a wholly-owned subsidiary of CNPC Finance (HK) Limited, which is ultimately controlled by China National Petroleum Corporation (CNPC), a major state-owned energy conglomerate.
• Security Details: The Notes carry a fixed interest rate of 5.95% per annum and mature on 28 April 2041. The issue price was 97.812% of the principal amount. All payments under the Notes are unconditionally and irrevocably guaranteed by CNPC Finance (HK) Limited.

Shareholder-Relevant and Potentially Price-Sensitive Information

• Listing Rules Implications: Although none of the applicable percentage ratios for this acquisition alone exceeded 5%, when aggregated with previous acquisitions of the same Notes in 2024, one of the ratios exceeded 5% but was less than 25%. This triggers a “discloseable transaction” under the Hong Kong Listing Rules, requiring reporting and announcement, but not shareholders’ approval.
• Previous Acquisitions: Prior to this transaction, CISI Investment had already acquired:
  • US\$1,500,000 principal at a consideration of US\$1,630,405 on 20 May 2024
  • US\$2,500,000 principal at US\$2,719,131 on 11 June 2024
  • US\$1,249,000 principal at US\$1,467,794 on 20 September 2024

  The total consideration for these prior acquisitions was approximately US\$5,817,329 (HK\$45,666,036).

• Aggregate Exposure: With this latest acquisition, the Group now holds US\$10,022,000 in principal amount of the Notes, with a total investment of approximately US\$11,181,993 (HK\$87,778,647), reflecting a significant exposure to these long-dated, state-backed securities.
• Strategic Rationale: The acquisitions are part of the Group’s strategy to diversify its investment portfolio, generate stable returns within an acceptable risk level, and broaden revenue streams. The Directors believe this is in the best interests of the Company and its shareholders.
• Funding: The acquisitions were funded entirely from internal resources, indicating the Group’s strong liquidity position.
• Counterparty Information: As the Notes were acquired on the open market, the identities of the sellers are not known, but the Company confirms they are independent third parties and not connected with the Company or its directors.
• Potential Impact on Share Value: This substantial investment in long-term, state-guaranteed bonds could provide the Group with stable coupon income, enhance portfolio diversification, and potentially reduce overall risk. Such a move might be viewed positively by investors seeking stability and yield, potentially supporting the Company’s share price.

Additional Details

• Issuer Structure: The Notes’ issuer, CNPC (HK) Overseas Capital Ltd., is a special purpose vehicle with no material assets or business other than the issuance of Notes.
• Guarantor’s Strength: The ultimate guarantor, CNPC, is fully owned by the State-owned Assets Supervision and Administration Commission of the State Council of China, underscoring the Notes’ strong state backing.
• Board Composition: As of the announcement date, the Board comprises one non-executive Director (Mr. Xiong Bo, Chairman), one executive Director (Mr. Lin Dan), and three independent non-executive Directors (Ms. Ye Jianfang, Mr. Tian Li, and Ms. Du Li).

Conclusion

The acquisition of US\$10,022,000 in principal amount of long-dated, state-guaranteed Notes by China Industrial Securities International Financial Group Limited is a significant development. It aligns with the Group’s diversification and yield generation strategies, reinforces its investment in high-credit-quality securities, and may have a stabilizing impact on future earnings. This move, which has triggered a “discloseable transaction” under Hong Kong Listing Rules, is important for shareholders to monitor, as it signals confidence in the creditworthiness of CNPC and a commitment to sustainable returns.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult their professional advisors before making any investment decisions. The information is based on the Company’s public announcement as of 24 March 2026 and is subject to change without notice.

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