Huandafu Holdings (01348): Shareholders may sell 762 million shares of the company

Zhitong Finance App News, Hongdafu Holdings (01348) issued an announcement. The board of directors of the company has noticed that the price of common shares in the company's share capital changed on the Stock Exchange on December 1, 2025. After making all reasonable inquiries about the Company, the Board confirmed that, other than as disclosed below, it was unaware of any reason for such stock price changes, or any information required to be announced to avoid a false market, or any insider information required to be disclosed under Part XIVA of the Securities and Futures Ordinance.

According to the Chairman, Executive Director and major shareholder of the Company, Mr. Pan Pak Kei (Mr. Poon), the company Silver Pointer Limited (Silver Pointer); the controlling shareholder of the Company; Smart Investor Holdings Limited (Smart Investor), a company in which Mr. Lau Ho-ming holds approximately 67.4% interest and Ms Lee Min-yee holds approximately 32.6% interest; and Benefit wholly owned by Mr. Chu Shing Yu Global Limited (Benefit Global) (collectively, the “Shareholder”) entered into a Memorandum of Understanding (MOU) with an independent third party (potential buyer) on October 10, 2025 regarding the possible sale of 762 million shares held by the selling shareholders, accounting for approximately 51.70% of the total issued share capital of the Company at the date of this announcement (potential transaction).

The potential buyer, Yael Capital Management Limited, is a limited company incorporated in the British Virgin Islands, mainly engaged in investment holdings. The potential buyer is wholly owned by Mr. Liu Chong.

A potential transaction is subject to further negotiations and the signing of a formal sales agreement between the parties before it can be realized. According to the MOU, shareholders selling shares shall not directly or indirectly negotiate or agree with any other party on a potential transaction from the date of the MOU until December 9, 2025 (including that date) (exclusive period). According to the terms of the MOU, the potential buyer is entitled to conduct a due diligence (due diligence review) of the Group on or before December 9, 2025 and complete that review.

According to the memorandum of understanding, the potential buyer has agreed to pay HK$7.8 million (interest deposit) as a deposit, and an equal amount of the amount will be deposited in cash into the bank accounts of the shareholder and the prospective buyer's respective designated attorney in accordance with the escrow agreement between the potential buyer and the shareholder (as custodian agent). Intent payments are due (and have been made) within 3 business days of signing the MOU. If the parties fail to sign a formal agreement at or before the expiration of the exclusivity period, the interest fee will be refunded to the potential buyer in certain circumstances.