China Ever Grand Financial Leasing Group Announces MOU for Potential Acquisition of China Fusion Times Technology Limited

China Ever Grand Financial Leasing Group Co., Ltd. (Stock Code: 379) has entered into a memorandum of understanding (MOU) with an independent third-party vendor regarding the possible acquisition of China Fusion Times Technology Limited, a Hong Kong-based company principally engaged in advanced thermal management of new materials, equipment, and technology-related business. This announcement is made to update shareholders and potential investors on significant business activities which could impact the Company’s future direction and share price.

Key Highlights of the Announcement

• MOU Signed: On 30 April 2026, the Company entered into a non-legally binding MOU with the Vendor after trading hours of the Stock Exchange.
• Target Company: The acquisition targets 100% of the issued shares of China Fusion Times Technology Limited, which is currently wholly owned by the Vendor.
• Consideration: The consideration for the acquisition will be satisfied through the potential issue of new shares (“Consideration Shares”) by China Ever Grand, based on the valuation of the Sale Shares.
• Potential Share Dilution: The Company may issue new shares amounting to no more than 25% of the then enlarged issued share capital. If the number of Consideration Shares exceeds the General Mandate (20% of issued share capital), shareholder approval via a Specific Mandate will be required.
• Profit Guarantee: The Vendor intends to grant an irreversible profit guarantee for the financial performance of the Target Group for subsequent financial years, adding assurance to the acquisition.
• Group Restructuring: The Target Group is undergoing restructuring to ensure the Target Company will legally own a majority shareholding in its PRC subsidiaries without legal encumbrance.
• Exclusivity: The Vendor and its representatives have committed not to solicit or negotiate with other parties regarding the sale of Target Company shares until 31 October 2026, or a later mutually agreed date.
• Due Diligence: China Ever Grand will conduct a thorough review of the Target Company’s assets, liabilities, operations, and affairs before finalizing the acquisition.
• Sale & Purchase Agreement: Both parties aim to sign the definitive Sale & Purchase Agreement as soon as possible, subject to satisfactory due diligence, by 31 October 2026 (or later, if mutually agreed).

Important Points for Shareholders and Investors

• Potential Notifiable Transaction: If the acquisition proceeds, it may constitute a notifiable transaction under Hong Kong Listing Rules, which could significantly impact the Company’s operations and share price.
• Share Dilution Risk: The issue of Consideration Shares could dilute existing shareholders, especially if it exceeds the General Mandate and requires a Specific Mandate. Shareholders should closely monitor upcoming announcements for details on the number and pricing of the new shares.
• Profit Guarantee: The profit guarantee from the Vendor for the Target Group’s financial performance is a positive signal, potentially reducing acquisition risk and supporting valuation.
• Exclusivity and Confidentiality: The exclusivity clause ensures that China Ever Grand has priority in negotiations, reducing competitive risk, but shareholders should note that only these clauses are legally binding. The acquisition itself remains uncertain until definitive agreement is signed.
• Due Diligence Outcome: The completion of due diligence may affect whether the deal proceeds, and any material findings could impact the share price.
• Restructuring of Target Group: The ongoing restructuring of the Target Group to consolidate ownership in PRC subsidiaries is crucial for a clean acquisition and could affect valuation and deal timing.
• Market Sensitivity: The nature and scale of the acquisition, particularly involving advanced thermal management technologies, could be of strategic importance and may attract market attention.
• Caution Advised: The Board has emphasized that the MOU is not legally binding (except for exclusivity and confidentiality), and the acquisition may or may not proceed. Investors are urged to exercise caution when dealing in Company securities pending further announcements.

Board and Company Information

• The Company is incorporated in the Cayman Islands with limited liability and is listed on the main board of The Stock Exchange of Hong Kong Limited.
• The Board comprises Chairman and Executive Director Mr. Wong Lik Ping and other executive, non-executive, and independent non-executive directors.

Next Steps and Further Announcements

The Company will make further announcements as and when appropriate, in compliance with the Listing Rules, to update shareholders and investors on the progress of the Possible Acquisition, including any material developments arising from due diligence, restructuring, and negotiation of the Sale and Purchase Agreement.

Disclaimer

The above article is based on a public announcement by China Ever Grand Financial Leasing Group Co., Ltd. regarding a possible acquisition. The MOU is not legally binding (except for exclusivity and confidentiality), and the acquisition may or may not proceed. Investors should exercise caution and consult their financial advisers before making any investment decisions. The information provided is for informational purposes only and does not constitute financial advice or a solicitation to buy or sell securities.

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