LFG Investment Holdings Limited: Key Update on Possible Mandatory Unconditional Cash Offers

Background and Context

On 17 April 2026, Fortune Origin International Capital (Holdings) Limited (the “Offeror”), in conjunction with LFG Investment Holdings Limited (the “Company”, Stock Code: 3938), released a joint announcement concerning the status of a possible mandatory unconditional cash offer for all the issued shares of LFG Investment Holdings Limited, excluding those already owned or agreed to be acquired by the Offeror and parties acting in concert with it. The announcement also covers the proposed cancellation of all outstanding options of LFG Investment Holdings Limited.

Key Points and Developments

• Pending Takeover Offer: The Offeror, through its financial advisers Octal Capital Limited and Fortune Origin Securities Limited, is considering making a mandatory unconditional cash offer for all issued shares of LFG not already owned by the Offeror and its concert parties. This follows a Share Purchase Agreement previously announced.
• Delay in Offer Document: There has been a delay in dispatching the Composite Document (which contains full details of the Offer), due to pending regulatory approvals and satisfaction of conditions precedent.
• Regulatory Waiver Granted: The Executive (Securities and Futures Commission of Hong Kong) has granted a waiver, allowing the delay in dispatch of the Composite Document to a date falling on the earlier of (1) seven days from completion of the Share Purchase Agreement, or (2) 8 July 2026.
• Outstanding Conditions: As of the date of the announcement, none of the conditions to the Share Purchase Agreement have been satisfied or waived. Chief among these is the requirement for SFC approval for a change in the controlling shareholders of the Company’s licensed subsidiaries.
• Uncertainty of Completion: The takeover offer will only proceed if the Share Purchase Agreement completes. Completion is contingent on the fulfillment or waiver of all stated conditions. There is no guarantee that the offer will proceed as planned.
• Price Sensitivity: The outcome of this proposed takeover and the regulatory approval process is highly price sensitive. Any progress or setback in the satisfaction of these conditions is likely to cause significant movement in the share price of LFG Investment Holdings Limited.
• Warning to Shareholders: Independent shareholders, optionholders, and potential investors are strongly advised to exercise extreme caution in dealing with LFG securities and to carefully review the Composite Document once dispatched. The board does not express an opinion on the fairness or reasonableness of the Offer at this stage.

What Shareholders Need to Know

• The Offer will only materialize if completion of the Share Purchase Agreement takes place. Since completion is subject to regulatory approvals and other conditions precedent, there remains the possibility that the Offer may not proceed.
• Shareholders should monitor future announcements closely, as any update on regulatory approvals or satisfaction of conditions could have a direct and significant effect on LFG’s share price.
• The Company and the Offeror will make further announcements once the Composite Document is ready for dispatch or if there are material changes to the status of the Offer.

Directors’ Responsibility Statements

The sole director of the Offeror accepts responsibility for the accuracy of information (excluding information about the Group and Seller) in the announcement. LFG’s Board members jointly and severally accept responsibility for information relating to the Group and Seller, affirming that all statements have been made after due and careful consideration.

Language and Disclosure

This announcement has been published in both English and Chinese. In the event of any inconsistency, the English version shall prevail.

Disclaimer: This article summarizes a joint company announcement and is for informational purposes only. It does not constitute an offer or invitation to acquire, purchase, or subscribe for securities, nor does it solicit any vote or approval in any jurisdiction. Investors are strongly advised to consult their professional advisers and carefully consider all official documents and announcements before making any investment decision. The situation described herein is subject to change, and the Offer may not proceed if conditions are not met. The writer bears no responsibility for investment actions taken based on this summary.

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