China Industrial Securities International Announces Discloseable Note Acquisitions

Key Transaction Details

• China Industrial Securities International Financial Group Limited (“the Company”, Stock Code: 6058) has announced a series of acquisitions of debt securities (“Notes”) issued by Santos Finance Limited and guaranteed by Santos Limited, a leading Australian natural gas company.
• The acquisitions were made by CISI Investment Limited, an indirect wholly-owned subsidiary of the Company.
• Aggregate Principal Amount Acquired: US\$11,723,000 (approx. HK\$92,025,550)
• Total Consideration Paid: US\$12,078,967 (approx. HK\$94,819,888)
• Acquisition Period: Between 18 September 2025 and 4 March 2026
• All transactions were conducted on the open market, with sellers identified as independent third parties.
• The acquisitions were funded through internal resources.

Terms of the Notes

• Issuer: Santos Finance Limited (Sydney-incorporated, principal finance company for Santos Group)
• Guarantor: Santos Limited (Adelaide-incorporated, listed on Australian Securities Exchange, primarily engaged in natural gas exploration and production)
• Aggregate Issue Size: US\$600,000,000
• Interest Rate: Fixed at 5.25% per annum
• Maturity Date: 13 March 2029
• Issue Price: 99.119% of principal amount
• Listing: Australian Securities Exchange
• The Notes are unconditionally and irrevocably guaranteed by Santos Limited.

Breakdown of Acquisitions

The Company has completed the following purchases:

1. 4 March 2026: US\$3,800,000 (approx. HK\$29,830,000) at US\$3,960,115 (approx. HK\$31,086,901)
2. 18 September 2025: US\$2,000,000 (approx. HK\$15,700,000) at US\$2,034,985 (approx. HK\$15,974,632)
3. 17 October 2025: US\$1,000,000 (approx. HK\$7,850,000) at US\$1,023,652 (approx. HK\$8,035,666)
4. 30 October 2025: US\$1,000,000 (approx. HK\$7,850,000) at US\$1,021,402 (approx. HK\$8,018,003)
5. 24 November 2025: US\$2,393,000 (approx. HK\$18,785,050) at US\$2,449,680 (approx. HK\$19,229,990)
6. 3 December 2025: US\$1,900,000 (approx. HK\$14,915,000) at US\$1,947,079 (approx. HK\$15,284,569)
7. 17 December 2025: US\$930,000 (approx. HK\$7,300,500) at US\$955,380 (approx. HK\$7,499,731)
8. 20 January 2026: US\$700,000 (approx. HK\$5,495,000) at US\$721,660 (approx. HK\$5,665,029)

Total consideration for previous acquisitions: US\$10,153,837 (approx. HK\$79,707,619)

Implications Under Listing Rules

• On a stand-alone basis, each acquisition does not exceed the 5% threshold under Rule 14.07 of the Listing Rules.
• However, when aggregated with previous acquisitions of similar Notes, one of the applicable percentage ratios exceeds 5% but is less than 25%.
• This results in the transactions being classified as a discloseable transaction, subject to reporting and announcement requirements under Chapter 14 of the Listing Rules, but exempt from shareholder approval.

Strategic Rationale and Impact on Shareholders

• The Company states the acquisitions are for investment purposes, aligning with its strategy to generate stable returns and diversify its portfolio across asset classes including stocks, bonds, funds, structured products, and derivatives.
• The Directors believe the acquisitions are fair, reasonable, and in the best interests of the Company and shareholders, as they aim to broaden revenue streams and achieve sustainable growth.
• This move may be viewed positively by investors seeking evidence of prudent portfolio management and yield generation, particularly in a market environment where stable fixed-income returns are valued.
• As the transactions involve sizable capital deployment and exposure to the natural gas sector via Santos Limited, any significant developments in Santos’s business or the natural gas market could impact the value of these holdings and, by extension, the Company’s financial performance.
• Investors should note that the Company is using internal resources, indicating strong liquidity and a proactive approach to balance sheet management.

Board Composition

As of the announcement date, the Board comprises:

• Non-executive Director: Mr. Xiong Bo (Chairman)
• Executive Director: Mr. Lin Dan
• Independent Non-executive Directors: Ms. Ye Jianfang, Mr. Tian Li, Ms. Du Li

Potential Price-Sensitive Information

• Significant investment in fixed-income securities and exposure to the energy sector, specifically natural gas, through Santos Limited.
• The discloseable nature of the transaction may draw investor attention to the Company’s investment strategy and risk management practices.
• No shareholder approval is required, but the scale and profile of the investments may affect market perception of the Company’s risk profile and future earnings stability.
• Any change in creditworthiness of Santos Limited or volatility in the natural gas sector could have a material impact on the value of these note holdings.

Disclaimer: This article is for information purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult professional advisors before making any investment decisions. The information is based on the latest company announcement and may be subject to change without notice.

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