XiangXing International Holding Limited: Completion of Voluntary Cash Partial Offer by Westwell Holdings (Hong Kong) Limited

Key Points Investors Must Know

• Westwell Holdings (Hong Kong) Limited has completed a voluntary cash partial offer to acquire 371,200,000 shares in XiangXing International Holding Limited, representing 29% of the company’s issued shares.
• The offer closed on 20 February 2026. At the final closing, total valid acceptances reached 378,280,000 shares, or approximately 29.55% of the shares in issue.
• Due to oversubscription, only approximately 98.13% of the shares tendered by each accepting shareholder will be taken up by the Offeror, based on the pro rata formula set out in the offer documentation.
• Settlement of the offer consideration (cash) will be completed within 7 business days after the final closing date.
• Odd lot arrangements have been put in place for five weeks after the offer, with Lego Securities appointed to facilitate matching of odd lot trades.
• Public float remains adequate: After the offer, public shareholders hold approximately 40.70% of issued shares, well above the 25% minimum required under the Listing Rules.
• Shareholding Structure Shift: After the partial offer:
  • The Offeror will hold 29.00% (371,200,000 shares)
  • Glory Fame Venture Limited (wholly owned by Mr. Cheng Youguo, Executive Director) will hold 30.30% (387,831,500 shares)
  • Public shareholders will hold 40.70% (520,968,500 shares)
• The Offeror and Glory Fame Venture Limited are considered to be acting in concert, as both will each hold more than 20% of issued shares after the offer.
• Price Sensitivity: The shift in major shareholdings and confirmed public float maintenance are likely to impact investor perception and potentially the share price.

Details of the Partial Offer

The voluntary cash partial offer was made by Westwell Holdings (Hong Kong) Limited, represented by Lego Securities Limited as the financial adviser. The offer targeted up to 371,200,000 shares, excluding shares already owned or agreed to be acquired by the Offeror and parties acting in concert.

The offer became unconditional in all respects on 6 February 2026, and remained open for acceptance until 4:00 p.m. on 20 February 2026. The final acceptance level slightly exceeded the number of shares sought in the offer, triggering a pro-rata scale down mechanism as described in the Composite Document.

Pro Rata Entitlement Calculation

Each accepting qualifying shareholder will have approximately 98.13% of their tendered shares accepted (for example, if a shareholder tendered 100,000 shares, about 98,130 will be accepted under the offer). Fractional entitlements are rounded at the Offeror’s discretion.

Settlement and Odd Lot Arrangements

Payment for accepted shares will be made in cash, less any seller’s ad valorem stamp duty. Settlement will occur within 7 business days after the final closing date.

Shareholders who end up holding odd lots (i.e., non-standard board lots) due to the partial acceptance will be able to match odd lots via Lego Securities for five weeks. However, matching is not guaranteed.

Post-Offer Shareholding and Public Float

After completion, the shareholding structure is as follows:

• Westwell Holdings (Hong Kong) Limited: 29.00%
• Glory Fame Venture Limited (Mr. Cheng Youguo): 30.30%
• Public Shareholders: 40.70%

The public float stands at 40.70%, comfortably above the regulatory minimum, ensuring continued compliance with the Listing Rules.

Other Notable Points

• The Offeror and parties acting in concert did not hold any shares before the offer period and did not acquire any additional shares during the offer period, other than those acquired through the partial offer.
• Both the board of XiangXing International Holding Limited and the Offeror have confirmed the accuracy of the information disclosed.

Potential Impact on Share Price

• The entry of a new substantial shareholder with a 29% stake and the shift in control dynamics may lead to re-rating of the shares.
• Maintenance of the public float removes the risk of a trading suspension, which is positive for share liquidity and valuation.
• Odd lot arrangements may affect trading activity in the short term.

Important Advice for Shareholders

• Shareholders are advised to exercise caution when dealing in the shares. If in doubt, consult a professional adviser.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their professional advisers before making investment decisions. The author and publisher take no responsibility for any losses arising from reliance on this information.

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