Zhitong Finance App News, Fangyuan Life Service (09978) issued an announcement. The board of directors was informed by Yoncan Co., Ltd. (Yoncan Co., Ltd.) that on July 7, 2026, the offeror entered into a share purchase agreement with (including) the seller (Mansion Green, Aspiring Vision and Huiyu Investment), and the offeror has conditionally agreed to acquire the sale shares (that is, a total of 200 million shares, accounting for about 50.01% of the total number of shares issued on the date of the share purchase agreement). Under the share purchase agreement, the total cost of selling the shares was HK$28.06 million, or HK$0.14 per share sold.
Following the completion of the acquisition, the offeror will have an interest in a total of 200 million shares, accounting for about 50.01% of the total number of shares issued on the date of this joint announcement, while the offeror and those acting in concert with the offeror will have an interest in a total of 214 million shares, accounting for about 53.41% of the total number of shares issued on the date of this joint announcement. According to Rule 26.1 of the Takeovers Code, upon completion of the acquisition, the offeror will be required to make an unconditional mandatory cash offer for all issued shares (except those that the offeror and those acting in concert with the offeror have agreed to be acquired). HK$0.14 in cash for each offered share, a discount of approximately 39.13% per share from the closing price of HK$0.230 per share as reported on the Stock Exchange on the last trading day.
According to reports, the main business of the offender is investment holding. As of the date of this joint announcement, the Offeror is wholly and beneficially owned by Mr. Gong Weili, who is also the sole director of the Offeror.
Mr. Gong Weili is currently the chairman of Jiangsu Ruihong Internet Technology Co., Ltd. (whose shares were listed on the China National Small and Medium Enterprises Share Transfer System (NEEQ) (stock code: 873920)). Through its subsidiaries, Jiangsu Ruihong Network Technology Co., Ltd. is mainly engaged in developing “cloud network integration” service solutions, including content delivery networks (CDN), cloud distribution, multi-cloud management, cloud security and cloud migration services, which are used in fintech, e-commerce and intelligent manufacturing industries. Additionally, the company has incorporated artificial intelligence into its cloud platform, enabling enterprise customers to build or use artificial intelligence assistance systems running on local servers to enhance data protection. Mr. Gong Weili has no previous experience in providing professional property management services.
On July 27, 2026, the company entered into a share subscription agreement with the share subscribers (SYSTEMS Overseas Limited, Beaming Light Holdings Limited, and the offender Yoncan Co., Ltd.). According to this, the company has conditionally agreed to issue and distribute, and the share subscribers have conditionally agreed to subscribe for shares at a share subscription price of HK$0.14 per subscribed share, with a maximum cash cost of HK$51.8 million.
The highest number of shares subscribed (i.e. 370 million shares) accounted for 92.50% of the total number of shares issued on the date of the share subscription agreement, and about 48.05% of the total number of issued shares after the allocation and expansion of the highest number of subscribed shares issued (assuming that there was no other change in the total number of issued shares from the date of the share subscription agreement to the completion of the share subscription). Assuming that (i) the offeror has not received any valid acceptance based on the offer; (ii) there is no change in the number of shares held by the offender and the person acting in concert with the offeror; (iii) there is no other change in the total number of shares issued, and immediately after the share subscription is completed (assuming the maximum number of subscribed shares issued), the offeror and those acting in concert with the offeror will have an interest in a total of 584 million shares, accounting for about 75.80% of the total number of shares issued.
The total proceeds from the share subscription will be HK$51.8 million (assuming issuance of the largest number of subscribed shares). Assuming all subscriptions, the net proceeds from the share subscription would be approximately HK$49.5 million. The net proceeds from the share subscription will mainly be used to repay the Group's outstanding liabilities (owed to third parties other than shareholders) and supplement the Group's general working capital to reduce the Group's financing costs and improve its capital-to-liability ratio and overall financial situation.
On July 27, 2026, in view of the contribution and participation of the warrants subscribers as advisors and facilitators in the negotiations leading to the share subscription (which will provide new capital for the company), the company entered into a warrant subscription agreement with Mattar Hill Development X Limited (Mattar Hill Development X Limited). According to this, the company has agreed to issue conditions, and the warrants subscribers have agreed to subscribe for 77 million warrants. The exercise price for each share of the warrants is HK$0.50.
Each warrant comes with the right to subscribe for one share of the share of the warrants at a price equal to the exercise price. The 77 million share warrants account for 19.25% of the total number of shares issued on the date of this joint announcement, and approximately 9.09% of the total number of shares issued through allocation and issuance (assuming the highest number of subscribed shares already issued) and the total number of issued shares extended by issuing all warrants when the warrants are fully exercised (assuming that there will be no other change in the total number of shares issued between the date of the self-declared warrants subscription agreement and the date of exercise of all rights exercised).
Furthermore, the company has applied to the Stock Exchange to resume trading of shares starting at 9:00 a.m. on July 28, 2026.