FINELAND LIVING (09978) has announced that the board received notification from the offeror, Yoncan Co., Ltd., regarding a share purchase agreement signed on July 7, 2026. Under this agreement, the offeror conditionally agreed to acquire 200 million shares from the sellers (Mansion Green, Aspiring Vision, and Huiyu Investment), representing approximately 50.01% of the total issued shares as of the agreement date.
The total consideration for these sale shares is HK$28.006 million, or HK$0.14 per share. Following the completion of this acquisition, the offeror will hold an interest in a total of 200 million shares, representing about 50.01% of the issued shares. Together with parties acting in concert, the offeror will hold approximately 214 million shares, or about 53.41% of the total issued shares.
According to Rule 26.1 of the Takeovers Code, the offeror is required to make an unconditional mandatory cash offer for all issued shares not already owned or agreed to be acquired. The cash offer price is HK$0.14 per share, representing a discount of approximately 39.13% to the last closing price of HK$0.230 per share on the Stock Exchange before the trading halt.
The offeror is primarily engaged in investment holding. It is wholly owned by Mr. Gong Weili, who also serves as its sole director. Mr. Gong is currently the chairman of Jiangsu Ruihong Network Technology Co., Ltd., which was previously listed on the National Equities Exchange and Quotations (NEEQ) under stock code 873920. Through its subsidiaries, the company develops "cloud-network convergence" service solutions, including content delivery networks (CDN), cloud distribution, multi-cloud management, cloud security, and cloud migration services, serving industries such as fintech, e-commerce, and smart manufacturing. The company also integrates artificial intelligence into its cloud platform to help enterprise clients build or adopt AI-assisted systems running on local servers for enhanced data protection. Mr. Gong has no prior experience in providing professional property management services.
On July 27, 2026, the company entered into a share subscription agreement with subscribers (YSTEM Overseas Limited, Beaming Light Holdings Limited, and the offeror Yoncan Co., Ltd.). Under this agreement, the company conditionally agreed to issue and allot shares, with the subscribers agreeing to subscribe at a price of HK$0.14 per subscription share, with a maximum cash consideration of HK$51.8 million. The maximum number of subscription shares is 370 million, representing 92.50% of the total issued shares as of the agreement date, and about 48.05% of the enlarged issued shares after the allotment and issuance of the maximum number of subscription shares.
Assuming no other valid acceptances under the offer, no changes in shareholdings of the offeror and its concert parties (except for the acquisition), and no other changes in the total number of issued shares, the offeror and its concert parties will hold a total of 584 million shares after the share subscription, representing about 75.80% of the total issued shares. The total gross proceeds from the share subscription will be HK$51.8 million, with net proceeds estimated at approximately HK$49.5 million if fully subscribed. These proceeds will primarily be used to repay the group's outstanding liabilities (owed to third parties who are not shareholders) and to supplement the group's general working capital, aiming to reduce financing costs and improve the group's gearing ratio and overall financial condition.
On July 27, 2026, the company also entered into a warrant subscription agreement with Mattar Hill Development X Limited in recognition of the warrant subscriber's contributions as a consultant and facilitator in negotiating the share subscription. The company conditionally agreed to issue, and the warrant subscriber conditionally agreed to subscribe for, 77 million warrants. Each warrant entitles the holder to subscribe for one warrant share at an exercise price of HK$0.50 per share. The 77 million warrant shares represent 19.25% of the total issued shares as of the joint announcement date, and about 9.09% of the total issued shares after the enlarged share capital from the subscription shares and warrant shares are fully exercised.
The company has applied to the Stock Exchange for the resumption of trading of its shares from 9:00 a.m. on July 28, 2026.