JINCHUAN INTL (02362) has released a Response Document to the unconditional voluntary cash partial offer launched by AFG Securities on behalf of investor Gong Hailin to acquire up to 130 million shares, or about 1.00% of the company’s issued capital, at HK$0.30 per share.

The offer, which became unconditional on 2 June 2026, opened on 9 June and will close at 4:00 p.m. on 7 July 2026. Acceptance is on a pro-rata basis if tenders exceed 130 million shares. Settlement will be made within seven business days after the closing date.

The Independent Board Committee—comprising all non-executive and independent non-executive directors—and independent adviser Red Sun Capital both conclude the offer price is “not fair and not reasonable,” recommending shareholders not to accept. Key reasons include the 53.13% discount to the last traded price of HK$0.64 (27 March 2025), the 52.83% discount to the FY2025 audited net asset value per share of HK$0.636, and valuation multiples below industry peers.

Major shareholder Jinchuan Group’s four BVI units, holding 7.59 billion shares (57.81%), have irrevocably undertaken not to tender, ensuring the company’s public float will remain above 25% even if the offer is fully taken up.

Shareholders who accept will still receive the proposed FY2025 final dividend of HK$0.002 and special dividend of HK$0.002 per share, with record date set for 9 July 2026 and payment targeted for 31 July 2026.

Trading in JINCHUAN INTL shares has been suspended since 28 March 2025 pending satisfaction of Hong Kong Stock Exchange resumption guidance. The company reported FY2025 revenue of US$481.91 million and profit attributable to owners of US$32.65 million, reversing the prior-year loss.

No compulsory acquisition will follow the partial offer, and the Offeror states she seeks only a passive shareholding position.