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CNT Group Limited — M&A Activity 2026
May 29, 2026
49406_rns_2026-05-29_2e74d805-92b7-485f-8124-b9fddd69ea8b.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, 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 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)
SHK HONG KONG
INDUSTRIES LIMITED
(Incorporated in Hong Kong with limited liability)

CNT GROUP LIMITED
北海集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 701)
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE DOCUMENT OF THE CNT OFFER
Financial adviser to the Offerors

YU MING INVESTMENT MANAGEMENT LIMITED
高錫投資管理有限公司
Financial adviser to CNT

Independent financial adviser to the Independent CNT Board Committee

References are made to (i) the announcement jointly issued by the Offerors, CNT and CPM on 21 April 2026 in relation to, among others, the CNT Offer; (ii) the announcement jointly issued by the Offerors, CNT and CPM on 12 May 2026 in relation to, among others, the delay in despatch of the Composite Document of the CNT Offer; and (iii) the Composite Document jointly issued by the Offerors and CNT on 29 May 2026 together with the accompanying Form of Acceptance. Capitalised terms used herein shall have the same meanings as those defined in the Composite Document unless specified otherwise.
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DESPATCH OF COMPOSITE DOCUMENT OF THE CNT OFFER
The Composite Document containing, among other things, (i) the terms of the CNT Offer (including the expected timetable); (ii) the letter from the Independent CNT Board Committee in relation to the CNT Offer; and (iii) the letter of advice from the Independent CNT Financial Adviser to the Independent CNT Board Committee in respect of the CNT Offer, together with the accompanying Form of Acceptance, have been despatched to the Independent CNT Shareholders on 29 May 2026 in accordance with the Takeovers Code.
EXPECTED TIMETABLE
The expected timetable set out below is indicative only and is subject to change. Any changes to the timetable will be jointly announced by the Offerors and CNT as and when appropriate. Unless otherwise specified, all references to date and time contained in this joint announcement refer to Hong Kong date and time.
2026
Despatch date of the Composite Document and the Form of Acceptance and commencement date of the CNT Offer (Note 1)... Friday, 29 May
First Closing Date (Note 2) ... Monday, 22 June
Latest time and date for acceptance of the CNT Offer on the First Closing Date (Note 2) ... 4:00 p.m. on Monday, 22 June
Announcement of the results of the CNT Offer as at the First Closing Date to be posted on the website of the Stock Exchange (Note 2) ... no later than 7:00 p.m. on Monday, 22 June
Latest date for posting of remittances in respect of valid acceptances received under the CNT Offer on or before 4:00 p.m. on the First Closing Date assuming the CNT Offer becomes or is declared unconditional in all respects on the First Closing Date (Note 3)... Thursday, 2 July
Latest time and date for acceptance of the CNT Offer remaining open (assuming the CNT Offer becomes, or is declared, unconditional on the First Closing Date) (Notes 2 and 4) ... 4:00 p.m. on Monday, 6 July
Final Closing Date of the CNT Offer (assuming the CNT Offer becomes or is declared unconditional on the First Closing Date) . . . . . . 4:00 p.m. on Monday, 6 July
Announcement of the results of the CNT Offer as at the Final Closing Date to be posted on the website of the Stock Exchange (Note 4) . . . . . . no later than 7:00 p.m. on Monday, 6 July
Latest date for posting of remittances in respect of valid acceptances received under the CNT Offer on or before 4:00 p.m. on the Final Closing Date assuming the CNT Offer becomes or is declared unconditional in all respects on the Final Closing Date (Note 3) . . . . . . . . . . Wednesday, 15 July
Latest time and date by which the CNT Offer can become or be declared unconditional as to acceptances (Note 5) . . . . . . no later than 7:00 p.m. on Tuesday, 28 July
Notes:
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The CNT Offer is made on Friday, 29 May 2026, the date of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the First Closing Date.
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The latest time and date for acceptances to be lodged under the CNT Offer are 4:00 p.m. on Monday, 22 June 2026, being a date no less than twenty-one (21) days from the date of the Composite Document, unless the Offerors revise or extend the CNT Offer in accordance with the Takeovers Code. The Offerors have the right under the Takeovers Code to extend the CNT Offer until such date as they may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). The Offerors will issue an announcement on the website of the Stock Exchange no later than 7:00 p.m. on the First Closing Date in relation to any extension of the CNT Offer, which will state either the next Closing Date or, if the CNT Offer is at that time unconditional as to acceptances, a statement that the CNT Offer will remain open until further notice. In the latter case, at least fourteen (14) days' notice in writing must be given before the CNT Offer is closed to those Independent CNT Shareholders who have not accepted the CNT Offer.
Beneficial owners of CNT Offer Shares who hold their CNT Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant and who wish to accept the CNT Offer should note the timing requirements for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures and any deadlines set by HKSCC Nominees Limited.
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Remittances in respect of the consideration for the CNT Offer Shares tendered under the CNT Offer, less seller's ad valorem stamp duty payable, will be despatched to those Independent CNT Shareholders validly accepting the CNT Offer by ordinary post at their 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 and valid, in accordance with the Takeovers Code.
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In any event, in accordance with the Takeovers Code, where the CNT Offer becomes or is declared unconditional, the CNT Offer should remain open for acceptance for not less than fourteen (14) days thereafter. When the CNT Offer becomes or is declared unconditional in all respects, at least fourteen (14) days' notice in writing must be given before the CNT Offer is closed to those Independent CNT Shareholders who have not accepted the CNT Offer. The Offerors have the rights, subject to the Takeovers Code, to extend the CNT Offer until such date as it may determine or as permitted by the Executive. The Offerors and CNT will jointly issue an announcement in relation to any extension of the CNT Offer, which will state the next Closing Date or, if the CNT Offer has become or is at that time unconditional, that the CNT Offer will remain open until further notice. In the latter case, at least fourteen (14) days' notice will be given before the CNT Offer is closed, to those Independent CNT Shareholders who have not accepted the CNT Offer and an announcement will be published.
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Pursuant to the Takeovers Code, unless with the consent of the Executive, the CNT Offer may not become or be declared unconditional as to acceptance after 7:00 p.m. on the 60th day after the date of the posting of the initial Composite Document.
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If there is a tropical cyclone warning signal number 8 or above, or “extreme conditions” or a black rainstorm warning as issued by the Hong Kong Observatory and/or the Government of Hong Kong (collectively, “severe weather condition(s)”) on any of the following deadlines (“Key Deadline(s)”): (a) the latest date for acceptance of the CNT Offer and the submission and publication deadline for a closing announcement under Rule 19.1 under the Takeovers Code; and (b) the latest date for posting of remittances for the amounts due under the CNT Offer in respect of valid acceptances:
(a) in case any severe weather condition is in force in Hong Kong at any local time before 12:00 noon but no longer in force at 12:00 noon and/or thereafter on any Key Deadline, such Key Deadline will remain on the same Business Day; or
(b) in case any severe weather condition is in force in Hong Kong at any local time at 12:00 noon and/or thereafter on any Key Deadline, such Key Deadline will be rescheduled to the following Business Day which does not have any of those warnings or conditions in force in Hong Kong at any time at 12:00 noon and/or thereafter or such other day as the Executive may approve in accordance with the Takeovers Code.
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WARNING
The CNT Offer is conditional and may or may not become unconditional. CNT Shareholders and potential investors of CNT should exercise caution when dealing in the securities of CNT and if they are in any doubt about their position, they should consult their professional advisers.
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
Hong Kong, 29 May 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 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 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 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 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 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 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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