Jinchuan Group International Resources (Jinchuan Intl) has received notice of a pre-conditional voluntary partial cash offer from individual investor Gong Hailin to acquire up to 130.00 million shares, equal to 1.0 % of the company’s issued share capital.
Key terms • Offer price: HK$0.30 per share, implying total consideration of HK$39.00 million. • Discount: 53.13 % to the last traded price of HK$0.64 on 27 March 2025 and 52.98 % to the 31 December 2025 audited net asset value of HK$0.638 per share. • Scope: Only applies to shares not already owned by Gong Hailin and her concert parties (currently 10.00 million shares, or 0.1 %). • Funding: To be satisfied from the Offeror’s internal resources; Alpha Financial Group has confirmed sufficiency of funds. • Conditions precedent: Three Takeovers Code consents/waivers are required before the offer can be launched; none are waivable. • Once made, the offer will be unconditional and not dependent on the level of acceptances.
Post-transaction shareholding Assuming full acceptance, Gong Hailin and her concert parties would raise their holding to 140.00 million shares, or 1.1 %, leaving Jinchuan Group Co. Ltd. and its subsidiaries as the controlling shareholder with 58.0 %. Public float would remain above the 25 % Listing Rule threshold.
Impact on other securities Because the offer cannot lift the Offeror’s voting rights to 30 % or more, no comparable offer will be made for the US$88.46 million perpetual subordinated convertible securities that are convertible into 690.00 million shares at HK$1.00 each.
Background factors influencing pricing The Offeror cited prolonged share suspension since 28 March 2025, potential delisting when the 18-month suspension period ends on 28 September 2026, unresolved forensic investigation findings, audit uncertainties, DRC operating risks, commodity-price volatility and auditor changes as key considerations for the deep discount.
Financial snapshot of Jinchuan Intl (FY 2025) • Revenue: US$481.91 million. • Net profit attributable to shareholders: US$32.65 million. • Net assets attributable to shareholders: US$1.07 billion.
Dividend adjustments The board has proposed a 2025 final dividend and a special dividend of HK$0.002 each. If the record date (9 July 2026) falls before the offer closes, the Offeror will deduct the gross dividend from the offer price; otherwise, accepting shareholders will retain the entitlement.
Trading status Shares have been suspended since 28 March 2025 pending fulfilment of resumption guidance. The Stock Exchange may cancel the listing if trading does not resume by 28 September 2026.
Caution The partial offer will not be made unless all pre-conditions are satisfied. Shareholders and potential investors are urged to exercise caution when dealing in the securities of Jinchuan Intl.