Embracing Future Holdings Limited – Detailed Update on Proposed Acquisitions and Whitewash Waiver

Date: 2 March 2026
Company: Embracing Future Holdings Limited
Executive Director & Chairman: Zhu Hua

Key Points from the Announcement

• Whitewash Waiver Granted: The Securities Industry Council (SIC) has granted a Whitewash Waiver to Embracing Future Holdings Limited, allowing Mr. Zhu to increase his shareholding above the 49% threshold without triggering a mandatory general offer to shareholders.
• Conditions Attached to the Waiver: The waiver comes with multiple strict conditions, including:
  • Shareholder approval via a specific Whitewash Resolution, conducted by poll at a general meeting, must be obtained before the issuance of new shares to Mr. Zhu.
  • Mr. Zhu, his concert parties, and related parties must abstain from voting on this resolution.
  • No additional shares or convertible instruments are to be acquired by Mr. Zhu and his concert parties, apart from those disclosed, during a defined period surrounding the acquisition announcement and negotiations.
  • An independent financial adviser must be appointed to advise independent shareholders.
  • A comprehensive Circular must be distributed to shareholders detailing the dilutive impact, the percentage of voting rights to be issued to Mr. Zhu, and the implications of the waiver.
  • Shareholder approval for the Whitewash Resolution must be obtained within three months of the SIC’s letter (dated 27 February 2026).
  • Issuance of the consideration shares to Mr. Zhu must be completed within three months of shareholders’ approval.
• Significant Change in Shareholding Structure: Upon completion, Mr. Zhu will hold over 49% of the company’s voting rights and will be able to further increase his stake without incurring a Rule 14 general offer obligation.
• Important Shareholder Notice: By voting for the Whitewash Resolution, independent shareholders are waiving their rights to receive a general offer from Mr. Zhu at the highest price paid by him or his concert parties in the last six months prior to the initial announcement date.
• Cautionary Statement: Shareholders and potential investors are strongly advised to review all related announcements and consult professional advisors if they are uncertain about the implications.

Potential Price Sensitive Information

• Major Shareholding Shift: The planned acquisition will significantly dilute existing shareholders and concentrate control in the hands of Mr. Zhu and his concert parties.
• Loss of General Offer Protection: Following the Whitewash Resolution, shareholders will forfeit their right to a general offer, even if Mr. Zhu crosses key ownership thresholds, which could affect the perceived value and control premium of the company’s shares.
• Timelines and Conditions: The entire process is bound by strict regulatory timelines (three months from the SIC’s approval for both shareholder approval and share issuance), with the risk that failure to meet these could derail the transactions.
• Disclosure and Transparency: An independent financial adviser will provide an assessment, and a detailed Circular will outline all impacts, ensuring shareholders have the necessary information for an informed vote.

Detailed Transaction and Whitewash Waiver Conditions

The SIC’s Whitewash Waiver is a pivotal regulatory approval for Embracing Future Holdings Limited’s proposed acquisitions involving the allotment and issuance of new shares (“ZH Consideration Shares”) to Mr. Zhu. The following are the step-by-step requirements and implications:

1. The Whitewash Resolution must be tabled and approved at a general meeting before any new shares are issued to Mr. Zhu.
2. The Whitewash Resolution must be separate and distinct from other resolutions at the meeting.
3. Parties related to Mr. Zhu must abstain from voting to ensure independence.
4. Any share acquisition by Mr. Zhu or his concert parties is strictly regulated and limited to those already disclosed in the Circular.
5. The company is required to appoint an independent financial adviser to ensure independent shareholders receive objective advice on the Whitewash Resolution.
6. The Circular to be sent to shareholders must include:
   • Detailed information on the proposed acquisitions and the share issuance to Mr. Zhu
   • The dilution effect on existing shareholders
   • Pre- and post-transaction shareholding percentages for Mr. Zhu and his concert parties
   • Explicit warnings that Mr. Zhu will exceed 49% voting rights and that shareholders are waiving their rights to a general offer
7. The company must secure SIC approval for Circular sections concerning the Whitewash Resolution before distribution.
8. Shareholder approval for the Whitewash Resolution and completion of share issuance must each occur within three months of key regulatory milestones.

Shareholders are advised that these developments could have a direct impact on the company’s share value and governance structure. The increased concentration of shares, the loss of general offer protection, and the potential dilution are all factors that could influence the market perception and trading of Embracing Future Holdings Limited’s shares.

Further Actions

Shareholders should look out for the forthcoming Circular and the independent adviser’s report and consider the implications before voting on the Whitewash Resolution. If uncertain, investors are urged to seek advice from professional advisers.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and investors are urged to review all official company documents, announcements, and seek independent professional advice before making any financial decisions relating to Embracing Future Holdings Limited.

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