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CPM Group Limited — M&A Activity 2026
May 12, 2026
50277_rns_2026-05-12_d9e9c723-73df-4956-b72c-626138e8e1a4.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)

中涂集團有限公司
CPM GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1932)
JOINT ANNOUNCEMENT
(1) DELAY IN DESPATCH OF CNT COMPOSITE DOCUMENT; AND (2) DELAY IN DESPATCH OF CPM COMPOSITE DOCUMENT
Financial adviser to the Offerors

YU MING INVESTMENT MANAGEMENT LIMITED
禹銘投資管理有限公司
Independent financial adviser to the Independent CNT Board Committee

Financial adviser to CNT and CPM

Innovax Capital
Independent financial adviser to the Independent CPM Board Committee
AmCap
Ample Capital Limited
豐盛融資有限公司
Reference is 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. Terms used herein shall have the same meanings as those defined in the Joint Announcement, unless the context otherwise requires.
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DELAY IN DESPATCH OF CNT COMPOSITE DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the CNT Composite Document is required to be despatched to the Independent CNT Shareholders within twenty-one (21) days of the date of the Joint Announcement, i.e. on or before 12 May 2026, or such later date as the Executive may consent to.
As additional time is required to prepare and finalise the information to be included in the CNT Composite Document (including but not limited to the letter from the Independent CNT Financial Adviser), an application was made to the Executive for its consent to extend the time limit for the despatch of the CNT Composite Document as required by Rule 8.2 of the Takeovers Code from 12 May 2026 to no later than 29 May 2026, and the Executive is minded to grant such consent.
Further announcement(s) will be jointly made by the Offerors and CNT when the CNT Composite Document together with the form of acceptance are despatched or in the event of any other changes to the expected timetable as and when appropriate in compliance with the Takeovers Code.
DELAY IN DESPATCH OF CPM COMPOSITE DOCUMENT
As disclosed in the Joint Announcement, the CPM Offers will only be triggered upon the CNT Offer becoming unconditional or being declared unconditional in all respects. Accordingly, the CPM Offers are subject to the pre-condition of the CNT Offer becoming or being declared unconditional in all respects (i.e. the satisfaction of the Condition of valid acceptances of the CNT Offer being received 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). The date on which the CNT Offer becomes or is declared unconditional in all respects is outside of the control of the Offerors. Therefore, the Offerors will not be able to despatch the CPM Composite Document within twenty-one (21) days of the date of the Joint Announcement pursuant to Rule 8.2 of the Takeovers Code.
An application has been made to the Executive and the Executive is minded to grant its consent to extending the latest time for the despatch of the CPM Composite Document to a date falling within seven (7) days of the CNT Offer becoming or being declared unconditional in all respects pursuant to Note 2 to Rule 8.2 of the Takeovers Code.
Further announcement(s) will be jointly made by the Offerors and CPM when the CPM Composite Document together with the form of acceptance are despatched or in the event of any other changes to the expected timetable as and when appropriate in compliance with the Takeovers Code.
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, 12 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, 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.
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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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