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CPM Group Limited — M&A Activity 2026
Jun 17, 2026
50277_rns_2026-06-17_fbe84831-a032-4ced-88d3-ffb51a371812.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of CNT or CPM, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of CNT or CPM in any jurisdiction in contravention of applicable laws or regulations. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
PRIME SURPLUS LIMITED
(Incorporated in the British Virgin Islands with limited liability)
CNT GROUP LIMITED
北海集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 701)
SHK HONG KONG
INDUSTRIES LIMITED
(Incorporated in Hong Kong with limited liability)
中添集團有限公司
CPM GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1932)
JOINT ANNOUNCEMENT
(1) LEVEL OF ACCEPTANCE OF THE CNT OFFER;
(2) CNT OFFER BECOMING UNCONDITIONAL IN ALL RESPECTS;
(3) CNT OFFER TO REMAIN OPEN FOR ACCEPTANCE; AND
(4) SATISFACTION OF THE PRE-CONDITION OF THE CPM OFFERS
Financial adviser to the Offerors

YU MING INVESTMENT MANAGEMENT LIMITED
禹銘投資管理有限公司
Financial adviser to CNT and CPM

Independent CNT Financial Adviser to the Independent CNT Board Committee
Innovax Capital
Independent CPM Financial Adviser to the Independent CPM Board Committee
Q 首盛資本集團
Alpha Financial Group
AmCap
Amplie Capital Limited
豐盛融資有限公司
References are made to the announcement (the "Joint Announcement") jointly issued by the Offerors, CNT and CPM on 21 April 2026 in relation to the CNT Offer and CPM Offers and the composite document of the CNT Offer jointly issued by the Offerors and CNT on 29 May 2026 (the "CNT Composite Document"). Terms used herein shall have the same meanings as those defined in the Joint Announcement and the CNT Composite Document, unless the context otherwise requires.
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LEVEL OF ACCEPTANCE OF THE CNT OFFER AND THE CNT OFFER HAS BECOME UNCONDITIONAL IN ALL RESPECTS
As set out in the CNT Composite Document, the CNT Offer is conditional upon valid acceptances of the CNT Offer being received (and not, where permitted, withdrawn) by 4:00 p.m. on the First Closing Date (or such later time or date as the Offerors may, subject to the Takeovers Code, decide) in respect of the CNT Offer Shares which, together with CNT Shares already owned by the Offerors and parties acting in concert with any of them and acquired before or during the CNT Offer Period, will result in the Offerors and parties acting in concert with any of them holding in aggregate more than 50% of the voting rights of CNT.
As at 4:00 p.m. on 17 June 2026, the Offerors have received valid acceptances in respect of a total of 300,641,170 CNT Offer Shares (the “Acceptance Shares”) under the CNT Offer, representing approximately 15.79% of the total issued CNT Shares as at the date of this joint announcement.
Immediately before the commencement of the CNT Offer Period (i.e. 21 April 2026), the Offerors and parties acting in concert with any of them held, controlled or directed 654,464,818 CNT Shares (representing approximately 34.38% of the total issued CNT Shares as at the date of the Joint Announcement). Save for the 654,464,818 CNT Shares, none of the Offerors and parties acting in concert with any of them held, controlled or directed any CNT Shares and rights over CNT Shares immediately before the commencement date of the CNT Offer Period.
Taking into account the Acceptance Shares (subject to the completion of the transfer of those Acceptance Shares to the Offerors) and 654,464,818 CNT Shares already held by the Offerors and parties acting in concert with any of them, the Offerors and parties acting in concert with any of them are interested in an aggregate of 955,105,988 CNT Shares, representing approximately 50.17% of the total issued CNT Shares as at the date of this joint announcement.
Accordingly, the condition of the CNT Offer has been fulfilled and the CNT Offer has become unconditional in all respects on 17 June 2026.
Save for the Acceptance Shares, none of the Offerors and parties acting in concert with any of them has acquired or agreed to acquire any CNT Shares or rights over CNT Shares during the CNT Offer Period and up to and including the date of this joint announcement. Neither the Offerors nor any parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of CNT during the CNT Offer Period and up to and including the date of this joint announcement.
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The CNT Offer remains open for acceptance
Pursuant to Rule 15.3 of the Takeovers Code, the CNT Offer should remain open for acceptance for a period of not less than fourteen (14) days after the CNT Offer becomes or is declared unconditional (whether as to acceptances or in all respects). Accordingly, the CNT Offer will remain open for acceptance until 4:00 p.m. on 2 July 2026 (or such other time and date as the Offerors may further determine and announce with the consent of the Executive in accordance with the Takeovers Code).
Save as set out above, all other terms of the CNT Offer as set out in the CNT Composite Document and the Form of Acceptance remain unchanged.
Further announcement on the results of the CNT Offer will be made on 2 July 2026 in accordance with Rule 19.1 of the Takeovers Code.
Settlement of the CNT Offer
For the Independent CNT Shareholders who have already accepted the CNT Offer on or before 17 June 2026, remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty in respect of acceptances of the CNT Offer) for the CNT Offer Shares will be despatched to the accepting Independent CNT Shareholders by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following the date of this joint announcement.
For the Independent CNT Shareholders who will accept the CNT Offer after the date of this joint announcement and on or before 4:00 p.m. on 2 July 2026 (or such other time and date as the Offerors may further determine and announce with the consent of the Executive in accordance with the Takeovers Code), remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty in respect of acceptances of the CNT Offer) for the CNT Offer Shares to be tendered under the CNT Offer will be despatched to the accepting Independent CNT Shareholders by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of all the relevant documents to render the acceptance under the CNT Offer complete, valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code.
Independent CNT Shareholders are advised to read the CNT Composite Document and the Form of Acceptance carefully before deciding whether or not to accept the CNT Offer. If the Independent CNT Shareholders and potential investors of CNT are in any doubt about their position, they should consult their professional advisers.
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SATISFACTION OF THE PRE-CONDITION OF THE CPM OFFERS
As set out in the Joint Announcement, the CPM Offers are subject to the pre-condition that the CNT Offer becoming or being declared unconditional in all respects. As disclosed above, the CNT Offer has become unconditional in all respects on 17 June 2026. Accordingly, the Offerors are required to make the CPM Offers pursuant to the Takeovers Code.
The CPM Composite Document will be despatched within seven (7) days after 17 June 2026 (being the date of the satisfaction of the pre-condition of the CPM Offers) in accordance with the Takeovers Code, that is, on or before 24 June 2026. A further announcement will be made on the date of despatch of the CPM Composite Document.
All time and date references contained in this joint announcement refer to Hong Kong time and dates.
| On behalf of the board
Prime Surplus Limited
Tsui Ho Chuen, Philip
Sole Director | On behalf of the board
SHK Hong Kong Industries Limited
Lee Wa Lun, Warren
Director |
| --- | --- |
| On behalf of the board
CNT Group Limited
Tsui Yam Tong, Terry
Chairman and Managing Director | On behalf of the board
CPM Group Limited
Mak Chi Wah
Non-executive Director |
Hong Kong, 17 June 2026
As at the date of this joint announcement, the sole director of Prime Surplus is Mr. Tsui Ho Chuen, Philip.
The sole director of Prime Surplus accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the CNT Group, the CPM Group and SHK) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions expressed by the directors of SHK and the opinions expressed by the CNT Directors and the CPM Directors in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the board of directors of SHK comprises Mr. Mark Wong Tai Chun and Mr. Lee Wa Lun, Warren.
As at the date of this joint announcement, the board of directors of AGL comprises Mr. Lee Seng Hui, Mr. Mak Pak Hung and Mr. Mark Wong Tai Chun, being the executive directors; Mr. Arthur George Dew, Mr. Akihiro Nagahara and Ms. Lee Su Hwei, being the non-executive directors; and Mr. David Craig Bartlett, Mr. Alan Stephen Jones, Ms. Lisa Yang Lai Sum and Mr. Kelvin Chau Kwok Wing, being the independent non-executive directors.
The directors of SHK and AGL jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the CNT Group, the CPM Group and Prime Surplus) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the CNT Directors, the CPM Directors and the sole director of Prime Surplus) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the CNT Board comprises Mr. Tsui Yam Tong, Terry and Mr. Mak Chi Wah as executive CNT Directors; Mr. Tsui Ho Chuen, Philip and Mr. Zhang Jun as non-executive CNT Directors; and Mr. Ko Kwok Fai, Dennis, Mr. Huang De Rui and Ms. Lin Yingru as independent non-executive CNT Directors.
The CNT Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the CPM Group and the Offerors) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the CPM Directors in their capacity as such and opinions expressed by the directors of the Offerors in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the CPM Board comprises Mr. Tsui Ho Chuen, Philip and Mr. Li Guangzhong as executive CPM Directors; Mr. Mak Chi Wah as non-executive CPM Director; and Mr. Chua Joo Bin, Mr. Xia Jun and Ms. Meng Jinxia as independent non-executive CPM Directors.
The CPM Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the CNT Group (excluding the CPM Group) and the Offerors) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the CNT Directors in their capacity as such and opinions expressed by the directors of the Offerors in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
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