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Metaspacex Limited — M&A Activity 2026
May 11, 2026
50175_rns_2026-05-11_18f9528d-68db-4eae-a70c-0bd784f0b8fa.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 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
Metaspacex Limited
中國數智科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1796)
ANNOUNCEMENT PURSUANT TO
RULE 3.8 OF THE TAKEOVERS CODE
AND
CONTINUED TRADING HALT
This announcement is made by Metaspacex Limited (“Company”) pursuant to Rule 3.8 of the Takeovers Code.
References are made to the announcement of the Company dated 14 April 2026 regarding the change in shareholding of the Company’s controlling shareholder; and the announcements of Chan Yuen Tung (the “Offeror”) regarding the pre-conditional voluntary cash partial offer by the Offeror published on 27 April 2026 and 5 May 2026 (the “Offeror Announcements”). Unless otherwise defined herein, all capitalised terms used herein shall have the same meanings as defined in the Offeror Announcements.
RELEVANT SECURITIES OF THE COMPANY
As at the date of this announcement, the share capital of the Company comprises 480,000,000 Shares, and the Company has no outstanding options, derivatives, warrants or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) which are convertible or exchangeable into Shares.
DISCLOSURE OF DEALINGS
The respective associates (as defined under the Takeovers Code and including, among others, any person who owns or controls 5% or more of any class of relevant securities) of the offeror and the Company are reminded to disclose their dealings in any relevant securities of the Company in accordance with the Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
"Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER
Pursuant to Rule 2.1 of the Takeovers Code, an independent board committee (the "Independent Board Committee") comprising all the independent non-executive Directors, namely, Mr. Cheng Pak Lam, Ms. Ya Li and Ms. Chen Yan, has been established by the board of directors of the Company (the "Board") to advise the Shareholders other than the Offeror and parties acting in concert with it (the "Independent Shareholders") as to whether the terms of the Partial Offer are fair and reasonable and as to the acceptance of the Partial Offer.
An independent financial adviser will be appointed pursuant to Rule 2.1 of the Takeovers Code to advise the Independent Board Committee in respect of the Partial Offer and, in particular, as to whether the Partial Offer is fair and reasonable and as to acceptance of the Partial Offer. Further announcement(s) will be made by the Company as soon as possible after the independent financial adviser to the Independent Board Committee is appointed.
DESPATCH OF DOCUMENT
Pursuant to Rule 8.4 of the Takeovers Code, the Company is required to despatch an offeree board circular containing, among other things, the letter from the Board, the recommendations from the Independent Board Committee to the Independent Shareholders in relation to the Partial Offer and the advice and recommendations from the independent financial adviser to the Independent Board Committee within 14 days of the publication of the Offer Document.
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The Independent Shareholders are encouraged to read the Offer Document and the offeree board circular carefully, including the advice of the independent financial adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Partial Offer, before deciding whether or not to accept the Partial Offer.
CONTINUED TRADING HALT
At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 10 April 2026 pending the release of an announcement in relation to a disposal of shares in the Company by the controlling shareholder of the Company and will remain halted pending the release of a further announcement in relation to inside information of the Company pursuant to the Takeovers Code. The Company will make arrangements for the resumption of trading as soon as practicable.
Shareholders and potential investors of the Offeree should note that the Partial Offer is subject to the Condition and may or may not become unconditional. If the Partial Offer does not become unconditional, it will lapse.
Shareholders and/or potential investors of the Company are advised to exercise caution in dealing in the securities of the Company. Persons who are in doubt to the action or their position should consult their stockbrokers, bank managers, solicitors or other professional advisers.
By order of the Board
Metaspacex Limited
Kang Ruipeng
Chief Executive Officer and Executive Director
Hong Kong, 11 May 2026
As at the date of this announcement, the Board of directors of the Company comprises Mr. Kang Ruipeng, Mr. Deng Houhua and Mr. Zhang Mingmin as executive Directors; and Mr. Cheng Pak Lam, Ms. Ya Li and Ms. Chen Yan as independent non-executive Directors.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.
This announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at http://www.01796.com.cn.