BOCOM International Holdings Announces Discloseable Transaction: Acquisition of GTWALL Notes

Key Highlights

• Transaction Details: On 11 March 2026, Preferred Investment, a wholly-owned subsidiary of BOCOM International Holdings Company Limited (“BOCOM International”), acquired US\$8,820,000 principal amount of GTWALL Notes II at a purchase price of US\$92.005 per note, resulting in a total consideration of US\$8,114,834.88 (equivalent to HK\$63,701,453.81).
• Funding: The acquisition was funded using internal resources of the Group.
• Previous Acquisition: On 15 April 2025, Preferred Investment acquired US\$3,000,000 principal amount of GTWALL Notes I at a purchase price of US\$99.871, with a total consideration of US\$2,996,130 (equivalent to HK\$23,519,620.50).
• Aggregate Transaction: As both acquisitions occurred within a twelve-month period, they are aggregated under Rule 14.22 of the Hong Kong Listing Rules. The aggregate percentage ratios fall between 5% and 25%, making them discloseable transactions. Notification and announcement requirements under Chapter 14 of the Listing Rules apply.
• Issuer & Guarantor: GTWALL Notes are issued by China Great Wall International Holdings V Limited, a British Virgin Islands entity, with unconditional and irrevocable guarantees from China Great Wall AMC (International) Holdings Company Limited. The ultimate parent, China Great Wall Asset Management Co., Ltd., is a leading PRC asset management firm, ultimately owned by the Chinese government.
• Counterparties: GTWALL Notes I were acquired from BOCOM International Securities Limited (a wholly-owned subsidiary of BOCOM International), while GTWALL Notes II were acquired from Deutsche Bank AG.

Details of the Transactions

GTWALL Notes I: US\$450,000,000 5.25% fixed rate notes due 23 April 2028, issued on 23 April 2025.
GTWALL Notes II: US\$500,000,000 2.375% fixed rate notes due 18 August 2030, issued on 18 August 2020.
Both notes are listed on the Stock Exchange of Hong Kong and backed by the Guarantor, a subsidiary of China Great Wall Asset Management Co., Ltd.

Strategic Rationale and Potential Impact

• Long-term Investment Opportunity: The Directors believe the Acquisition will provide the Group with a stable investment return and allow optimal use of capital resources, balancing risk and reward.
• Fair and Commercial Terms: Directors confirmed that the terms of the Acquisition are fair, reasonable, and in the ordinary course of business.
• Price Sensitivity: The Acquisition is considered price sensitive as it represents a significant deployment of capital into high-grade, state-backed securities. This could affect BOCOM International’s earnings profile, risk exposure, and future dividend potential.
• Regulatory Disclosure: Since the aggregate transaction value exceeds the 5% threshold but remains below 25% under the Listing Rules, investors should note this as a material transaction, with potential implications for the company’s financial position and share price.

Company Profile

• BOCOM International Holdings Company Limited: Incorporated in Hong Kong, listed on the Stock Exchange (stock code: 3329). The Group is engaged in securities brokerage, margin financing, corporate finance and underwriting, investment and loans, and asset management and advisory businesses.
• Preferred Investment Management Limited: British Virgin Islands entity, wholly owned by BOCOM International, focused on investment management.

Board Composition

As of the announcement date, the board consists of Mr. XIAO Ting and Ms. ZHU Chen as Non-executive Directors; Mr. XIE Jie as Executive Director; and Mr. MA Ning, Mr. LIN Zhijun, and Mr. PU Yonghao as Independent Non-executive Directors.

Important Information for Shareholders

• Material Transaction Disclosure: The aggregate acquisition of GTWALL Notes I and II constitutes a discloseable transaction under Hong Kong Listing Rules, potentially impacting the company’s risk profile and future earnings.
• Independence of Counterparties: Deutsche Bank AG is independent from the company and its connected persons, reducing potential conflict-of-interest concerns. However, GTWALL Notes I were acquired from BOCOM International Securities Limited, a wholly-owned subsidiary, which may warrant closer scrutiny from regulators and investors.
• Currency Exchange Considerations: US\$ amounts converted to HK\$ at US\$1 = HK\$7.85, for illustration only. Actual results may vary based on exchange rates.
• State-backed Security: The notes are backed by a PRC state-owned asset management company, providing added financial security and stability to the investment.

Conclusion

The acquisition of GTWALL Notes represents a significant investment by BOCOM International in high-grade, state-backed securities, which may affect the company’s financial position, risk exposure, and potentially its share price. Shareholders are advised to monitor further developments, including any changes in financial performance, capital allocation, or risk management strategies resulting from this transaction.

Disclaimer

This article is intended for informational purposes only and does not constitute investment advice. Investors are urged to consult their financial advisors and review official company announcements before making any investment decisions. The author has relied on publicly disclosed information and cannot guarantee the accuracy or completeness of the details provided.

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