Jinchuan Group International Resources (Jinchuan Intl, 02362) has released its Response Document to the unconditional voluntary partial cash offer launched by U.S. fund Alternative Liquidity Index, LP.
Key terms of the offer • Offer size: Up to 700.00 million shares, representing about 5.3 % of Jinchuan Intl’s issued share capital. • Offer price: HK$0.01 per share, a discount of roughly 98 % to the HK$0.64 last trading price on 27 Mar 2025 and about 98 % below the HK$0.636 audited net asset value per share as at 31 Dec 2025. • Acceptance period: 26 Mar 2026–23 Apr 2026. Settlement is due within seven business days after the closing date.
Board and IFA stance • The Independent Board Committee and Independent Financial Adviser Red Sun Capital deem the offer “not fair and not reasonable”, citing the deep discount to market comparables, cash per share and book value. • All Directors (excluding those on the Independent Board Committee) concur and recommend shareholders not to accept.
Major shareholder commitment • Controlling shareholder subsidiaries—Jinchuan (BVI) Limited and three related entities—collectively holding 7.59 billion shares (57.81 %) have irrevocably undertaken not to tender shares.
Impact on shareholding and public float • Assuming full take-up of 700 million shares, Alternative Liquidity would hold 5.33 % post-offer, while public float would remain above the 25 % Listing Rule threshold. • The offer cannot trigger compulsory acquisition; Jinchuan Intl will remain listed.
Operational and financial snapshot • Trading in Jinchuan Intl shares has been suspended since 28 Mar 2025 pending fulfilment of six resumption conditions set by the Stock Exchange, including completion of a forensic investigation into Ruashi SAS payments and publication of delayed results. • FY 2025 revenue reached US$481.91 million, with profit attributable to shareholders at US$32.65 million, reversing a US$2.46 million loss in FY 2024. • Total assets stood at US$2.79 billion and equity attributable to shareholders at US$1.07 billion as at 31 Dec 2025. Cash and bank deposits totalled US$171.24 million.
Next steps • Shareholders wishing to accept must submit valid acceptances by 4:00 p.m. on 23 Apr 2026. • A designated broker will provide odd-lot matching from 24 Apr 2026 to 5 Jun 2026. • Trading in the company’s shares will remain suspended until all resumption guidance is satisfied; the current 18-month resumption deadline falls on 28 Sep 2026.