Announcement • May 27
Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Yanran (Hainan) Investment Management Partnership (Limited Partnership), Hainan Zhongfang Energy Co., Ltd and Morewisdom (Shanghai) Private Equity Fund Management Co., Ltd. cancelled the acquisition of an additional 25% stake in China Gas Industry Investment Holdings Co. Ltd. (SEHK:1940).
Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Yanran (Hainan) Investment Management Partnership (Limited Partnership), Hainan Zhongfang Energy Co., Ltd and Morewisdom (Shanghai) Private Equity Fund Management Co., Ltd. proposed to acquire an additional 25% stake in China Gas Industry Investment Holdings Co. Ltd. (SEHK:1940) for approximately HKD 190 million on March 13, 2026. A cash consideration valued at HKD 0.626 per share and of HKD 118 million will be paid by Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Yanran (Hainan) Investment Management Partnership (Limited Partnership), Hainan Zhongfang Energy Co., Ltd and Morewisdom (Shanghai) Private Equity Fund Management Co., Ltd. As part of consideration, an HKD 187.8 million is paid towards common equity and HKD 118 million is paid towards Loans of China Gas Industry Investment Holdings Co. Ltd. The transaction will be financed through its internal resources and external margin loan in the principal amount of not more than HKD 195 million provided by First Shanghai. The Offeror intends to maintain the listing of the Shares on the Main Board of the Stock Exchange after the close of the Offer. Huitang Zhihe (Hong Kong) Co., Limited has undertaken not to accept the Offer in respect of the 431.904 million Non-acceptance Shares held by it, a total of 300 million Shares will be subject to the Offer. Assuming the Offer is accepted in full, the maximum cash consideration payable by the Offeror under the Offer will be HKD 187.8 million. It is expected that the Offeror will require certain of the Directors to resign from the Board and the Offeror will nominate new Directors to the Board at the earliest time as permitted under the Takeovers Code. It is proposed that LI Jun, SONG Jiajun and CHEN Tianyi will be appointed as Directors following the despatch of the Composite Document or the close of the Offer.
The transaction is subject to minimum tender, obtaining approvals from the Stock Exchange, the SFC and other relevant regulatory authorities, including obtaining approval from the independent Shareholders of the Company. The Board of Directors of China Gas Industry Investment Holdings Co. Ltd. formed a special committee for the transaction. The tendering period will commence on May 4, 2026 and will close on May 26, 2026 and can be extended if assuming the Offer becomes, or is declared, unconditional .
CMB International Capital Limited acted as financial advisor for Yanran Investment Management Partnership, Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Morewisdom Private Equity Fund Management Co., Ltd., Hainan Zhongfang Energy Co. and Ltd. CEB International Capital Corporation Limited acted as financial advisor for Yanran Investment Management Partnership, Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Morewisdom Private Equity Fund Management Co., Ltd., Hainan Zhongfang Energy Co. and Ltd. First Shanghai Securities Limited acted as financial advisor for Yanran Investment Management Partnership, Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Morewisdom Private Equity Fund Management Co., Ltd., Hainan Zhongfang Energy Co. and Ltd. Nuada Limited acted as fairness opinion provider for China Gas Industry Investment Holdings Co. Ltd.
Sichuan Dingxiang Equity Investment Fund Management Co., Ltd., Yanran (Hainan) Investment Management Partnership (Limited Partnership), Hainan Zhongfang Energy Co., Ltd and Morewisdom (Shanghai) Private Equity Fund Management Co., Ltd. cancelled the acquisition of an additional 25% stake in China Gas Industry Investment Holdings Co. Ltd. (SEHK:1940) on May 26, 2026.
