Changhong Jiahua Holdings Limited: Detailed Monthly Update on Proposed Privatisation and Delisting

Key Developments

• Privatisation Proposal: Changhong Jiahua Holdings Limited (the “Company”) is the subject of a pre-conditional privatisation proposal by Hongtu Investment Co., Limited (the “Offeror”). This is to be implemented by way of a scheme of arrangement under section 99 of the Companies Act 1981 of Bermuda.
• Potential Delisting: The proposal, if successful, will result in the Company’s withdrawal from listing on The Stock Exchange of Hong Kong Limited.
• Regulatory Approvals: The proposal is subject to several non-waivable regulatory pre-conditions that must be fulfilled before proceeding. These include approvals from multiple PRC authorities.
• Ongoing Process: The Company and Offeror are actively working towards satisfying these pre-conditions, with some progress achieved but key steps still outstanding.

Details of the Privatisation Process

The privatisation, if implemented, would mean that minority shareholders may be required to sell their shares, and the Company would no longer be publicly traded. The process is being closely overseen by Shenwan Hongyuan Capital (H.K.) Limited, acting as the financial advisor to the Offeror.

The timeline of events and announcements related to the proposal includes:

• Initial proposal announcement on 22 September 2025.
• Updates regarding the extension for dispatching the Scheme Document and monthly status updates throughout late 2025 and into 2026.
• Disclosure that one of the required pre-conditions (approval from Mianyang City SASAC) has already been satisfied.

The remaining pre-conditions involve:

1. Review and approval by the Sichuan Provincial Development and Reform Commission.
2. Review and approval by the Sichuan Provincial Department of Commerce.
3. Subsequent approval from the State Administration of Foreign Exchange (SAFE), PRC, or its local authorities.

The Offeror has already submitted the necessary filings to the Sichuan authorities and is currently preparing responses to their latest queries. Importantly, the application to SAFE cannot proceed until the prior approvals are obtained. As of the date of the announcement, these approvals are still pending.

Key Points for Shareholders and Potential Investors

• Uncertain Outcome: The implementation of the privatisation proposal is contingent on all pre-conditions and conditions being satisfied or waived as applicable. There is a material risk that the proposal may not proceed, or that the scheme may not become effective.
• Potential Share Price Impact: The prospect of privatisation and delisting is highly price sensitive. If the proposal advances or encounters significant delays or obstacles, the Company’s share price could react accordingly. Investors should monitor further announcements closely.
• Ongoing Disclosure: The Company has committed to making further announcements as and when appropriate, including updates on the satisfaction of pre-conditions and the eventual despatch of the Scheme Document.
• Shareholder Actions: Shareholders are strongly advised to exercise caution in trading the shares. They should consider professional advice if uncertain about the impact of the proposal on their holdings.

Directors’ Responsibility Statements

The directors of both the Offeror and Changhong Jiahua Holdings Limited jointly and severally accept full responsibility for the accuracy and completeness of the information contained in the joint announcement, save for information relating to the other party or its concert parties.

Conclusion

The ongoing privatisation process and proposed delisting of Changhong Jiahua Holdings Limited represent a potentially transformative event for the Company and its shareholders. With regulatory approval processes still underway, the outcome remains uncertain. Investors should remain vigilant for further updates and be aware of the risks involved.

Disclaimer: The information presented in this article is based on the latest joint announcement issued by Hongtu Investment Co., Limited and Changhong Jiahua Holdings Limited as of 24 April 2026. This article is for informational purposes only and should not be construed as investment advice. Investors should consult with their professional advisers before making any investment decisions. The proposal may or may not proceed, and the share price may be affected by subsequent developments.

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