BOCOM International Holdings Announces Discloseable Acquisition of SINOCH Notes

Key Points of the Report

• Discloseable Transaction: BOCOM International Holdings Company Limited (“BOCOM International”, Stock Code: 3329) announced the acquisition of two tranches of SINOCH Notes through its wholly-owned subsidiary, Preferred Investment Management Limited.
• Aggregate Consideration: The total consideration for the acquisitions amounts to approximately US\$7.55 million (about HK\$59.29 million).
• Listing Rules Implications: As the transactions were conducted within a 12-month period and the aggregate applicable percentage ratios exceed 5% but are less than 25%, the acquisitions are classified as discloseable transactions under Chapter 14 of the Listing Rules, requiring public disclosure.

Details of the Acquisitions

Second Batch of SINOCH Notes

• Date of Acquisition: 25 March 2026
• Purchase Price: Approximately US\$89.316 per note
• Total Consideration: Around US\$1,607,695 (equivalent to about HK\$12,620,405.75)
• Source of Funds: Internal resources of the Group
• Seller: CMB International Global Markets Limited

First Batch of SINOCH Notes

• Date of Acquisition: 6 March 2026
• Purchase Price: Approximately US\$91.462 per note
• Total Consideration: About US\$5,945,013 (equivalent to about HK\$46,668,352.05)
• Source of Funds: Internal resources of the Group
• Seller: DBS Bank Ltd.

About the SINOCH Notes

• Issuer: Sinochem Offshore Capital Company Limited, a BVI-incorporated company with no material assets except for the note issuance.
• Guarantor: Sinochem Hong Kong (Group) Company Limited, the flagship overseas holding subsidiary of Sinochem Group Co., Ltd., a major state-owned enterprise in China.
• Terms of the Notes: US\$500 million 2.375% fixed rate notes due 23 September 2031, listed on the Hong Kong Stock Exchange, with an unconditional and irrevocable guarantee from the Guarantor.

Strategic Rationale and Impact for Shareholders

• Long-term Investment Opportunity: The Group views the acquisition as a means to generate stable investment returns while efficiently utilizing capital resources with an acceptable risk profile.
• Business Alignment: The acquisitions are aligned with the Group’s ordinary course of business in securities investment and asset management.
• Directors’ Assessment: The Board considers the terms fair, reasonable, and on normal commercial terms, in the best interests of the Company and its shareholders.
• Potential Price Sensitivity: As the aggregate transactions are “discloseable” under the Listing Rules, shareholders and potential investors should note that such transactions may have an impact on the Company’s investment portfolio, liquidity, and future returns. The use of internal resources for these investments, backed by a state-owned Chinese conglomerate, could be perceived as a positive step towards strengthening the Group’s investment income stream and risk profile.

Counterparty Information

• DBS Bank Ltd.: A Singapore-based multinational banking group, listed on the Singapore Exchange.
• CMB International Global Markets Limited: A Hong Kong subsidiary of China Merchants Bank Co., Ltd., listed on both the Shanghai and Hong Kong Stock Exchanges.
• Independence: Both counterparties and their parent companies are independent third parties to BOCOM International and its connected persons.

Board Composition

• Non-executive Directors: Mr. XIAO Ting, Ms. ZHU Chen
• Executive Director: Mr. XIE Jie
• Independent Non-executive Directors: Mr. MA Ning, Mr. LIN Zhijun, Mr. PU Yonghao

Currency Note

All amounts in US dollars are translated into Hong Kong dollars at the rate of US\$1.00 = HK\$7.85 for illustration purposes only. Actual conversion rates may differ.

Conclusion

The discloseable acquisitions of SINOCH Notes by BOCOM International mark a significant development for the Company’s investment portfolio, potentially enhancing shareholder value through stable returns and prudent capital deployment. Shareholders are advised to monitor future announcements for updates on the performance and impact of these investments.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should exercise their own judgment and consult professional advisers before making investment decisions. The company’s future performance may be affected by various risks and uncertainties, including but not limited to market volatility and changes in regulatory environments.

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