Sinofortune Financial Holdings Limited announced the completion of its debt capitalisation plan on 13 August 2026, marking a significant change in its ownership structure and triggering a mandatory unconditional cash offer to remaining shareholders.
Under the specific mandate approved by independent shareholders on 10 August 2026 and cleared for listing by the Stock Exchange on 11 August 2026, the company issued 215.50 million new shares to controlling shareholder Wang Jiawei at HK$0.10 per share. The HK$21.55 million proceeds were applied in full to offset shareholder loans owed to Wang on a dollar-for-dollar basis.
Post-transaction, Wang and parties acting in concert now control 253.35 million shares, representing 73.51 % of Sinofortune’s enlarged share capital of 344.65 million shares. Public float has consequently fallen to 26.49 %.
Before the transaction, Wang and his concert parties held 37.85 million shares, or 29.31 % of Sinofortune. The sharp increase in ownership obliges Wang to extend a mandatory unconditional cash offer for all shares he and his concert parties (excluding executive director Ms. Lai Yuk Mui) do not already own, in accordance with Rule 26.1 of the Hong Kong Takeovers Code.
A composite offer document—detailing the terms of the cash offer, the recommendation of the Independent Board Committee and advice from the Independent Financial Adviser—is expected to be dispatched to shareholders on or before 20 August 2026, and in any event no later than 7 October 2026.
Shareholders are advised to review the forthcoming composite document in full before making any decision on the offer and to exercise caution when dealing in Sinofortune shares.