Major Takeovers Launched for CNT Group Limited and CPM Group Limited

Mandatory Conditional Cash Offer for CNT Group Limited and Possible Mandatory Offer for CPM Group Limited

Investors are advised of a significant development involving CNT Group Limited (CNT, SEHK: 701) and CPM Group Limited (CPM, SEHK: 1932), following an acquisition by Prime Surplus Limited and SHK Hong Kong Industries Limited (SHK).

Key Highlights

• Prime Surplus Limited Acquires 4.66% Stake in CNT: On 10 April 2026, Prime Surplus acquired 88,723,592 CNT shares at HK\$0.1 per share, increasing its and concert parties’ stake to 34.38% of total shares.
• Mandatory Conditional Cash Offer for CNT: Under Hong Kong’s Takeovers Code, Prime Surplus and SHK (the “Offerors”) must make a mandatory conditional cash offer for all CNT shares not already owned or agreed to be acquired, at HK\$0.1 per share.
• Possible Mandatory Offer for CPM: Upon the CNT offer becoming unconditional, the Offerors will be required to make unconditional general offers for all CPM shares not already owned by the Offerors, CNT, or parties acting in concert, and to cancel outstanding CPM options at a nominal price.
• Substantial Discount to Market Price and Book Value: The offer for CNT represents a discount of approximately 44% to market price and 84% to audited net book value. The offer for CPM is at a discount of 77% to market and 84% to net asset value.
• Funding Assurance: SHK will fund the offers from internal resources; Prime Surplus will use the personal resources of Mr. Tsui Ho Chuen, Philip.
• Independent Board Committees and Financial Advisers Appointed: Separate independent committees have been set up for each company, and independent financial advisers appointed to make recommendations to shareholders.
• Trading Resumption: Both CNT and CPM shares will resume trading on 22 April 2026 after being halted for this announcement.
• Intention to Maintain Listings: The Offerors state their intention to maintain the listing status of both CNT and CPM, subject to public float requirements being met.

Details of the Offers

CNT Group Limited (701)

• Offer Price: HK\$0.1 per CNT share, equal to the recent purchase price by Prime Surplus.
• Offer Value: Up to HK\$124.9 million (based on 1,249,220,872 shares not already held by the Offerors and partners).
• Conditions: The offer is conditional on the Offerors and partners holding more than 50% of CNT’s voting rights through valid acceptances.
• Significant Discount: The offer price is substantially below recent market prices (HK\$0.178 on the last trading day) and net asset value (HK\$0.628 per share).
• Recommendation Pending: The Independent CNT Board Committee and its adviser, Alpha Financial Group Limited, will provide a recommendation in the Composite Document, which shareholders are strongly urged to read before taking action.
• Settlement: Payment will be made within 7 business days of valid acceptance and completion.
• Stamp Duty: 0.1% of market value or consideration will be deducted from the amount payable to accepting shareholders.
• No Outstanding Convertible Securities: There are no outstanding options, warrants, or derivatives for CNT.
• Public Float Warning: If insufficient public float remains after the offer, trading may be suspended and the listing could be at risk unless restored within 18 months.
• Financial Results: For 2025, CNT’s revenue was HK\$267.7 million with a net loss of HK\$66.7 million. Net assets stood at HK\$1.29 billion.

CPM Group Limited (1932)

• Trigger: Offer only made if the CNT offer becomes unconditional.
• Offer Price: HK\$0.0562 per CPM share (calculated using the Pacpo Formula per the Takeovers Code).
• Option Cancellation: Outstanding CPM options (with an exercise price of HK\$0.335, above the offer price) will be cancelled for HK\$0.0001 per option.
• Value: If none of the 60 million options are exercised, up to HK\$14.06 million will be payable. If all options are exercised (excluding those held by Mr. Tsui), up to HK\$16.86 million could be due.
• Significant Discount: Offer price represents a 77% discount to market price (HK\$0.249) and 84% to net asset value (HK\$0.353).
• Independent Committee and Adviser: Ample Capital Limited will advise the Independent CPM Board Committee.
• Settlement: Payment within 7 business days of valid acceptance.
• Financial Results: For 2025, CPM’s revenue was HK\$241.1 million, net loss HK\$46 million, and net assets HK\$357 million.
• Public Float Warning: Potential suspension if public float falls below requirements post-offer.
• No Outstanding Convertible Securities: Other than the options, there are no other convertible securities.

What Shareholders and Investors Should Know (Potentially Price-Sensitive)

• Deep Discount Offers: Both CNT and CPM offer prices are at deep discounts to both recent market prices and net asset values, which could pressure share prices and prompt reassessment of fair value by investors.
• Mandatory Offer Triggered: The triggering of Rule 26.1 and Note 8 (chain principle) of the Takeovers Code means all independent shareholders have an opportunity to exit, but at notably low prices.
• Uncertainty of Outcome: The CNT offer is conditional and may lapse if the majority control threshold is not reached. The CPM offer is contingent on the CNT offer succeeding.
• Listing Risk: If sufficient public float is not maintained after the offers, trading could be suspended, and the listing may be cancelled if not restored within 18 months.
• Composite Documents Forthcoming: Shareholders are strongly advised to await and review the formal offer documents and board/adviser recommendations before making decisions.
• Trading Resumption: Share trading in both companies resumes on 22 April 2026, which may see significant price movements in response to this news.

Strategic Intentions and Future Plans

• The Offerors intend to continue the existing businesses of both CNT and CPM with no immediate plans for major changes, asset disposals, or layoffs, but reserve the right to make changes as appropriate for value optimization.
• The intention is to maintain the listing status for both companies, but this is subject to meeting minimum public float requirements.
• The Offerors may place down acquired shares to restore public float if it falls below the regulatory threshold.

Next Steps for Shareholders

1. Await the composite offer documents for full terms and recommendations.
2. Consider the substantial discount of the offers to market and book value, and potential risks regarding the public float and listing status.
3. Consult professional advisers, particularly if you are an overseas shareholder.
4. Monitor further announcements from CNT, CPM, and the Offerors.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or an offer to acquire or dispose of any securities. Investors are strongly urged to read the formal offer documents and seek advice from professional advisers before making any investment decisions relating to CNT Group Limited or CPM Group Limited. The information is derived from a joint announcement by the involved parties and may be subject to change or further clarification.

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