Zhitong Finance App News, MayAir Technology (688376.SH) announced that it intends to appoint MayAir HK Holdings Limited (“MayAir HK Holdings”, “Offeror”), a wholly-owned subsidiary established in Hong Kong, China, to acquire CM Hi-Tech Cleanroom Limited (CM Hi-Tech Cleanroom Limited), a company listed on the main board of the Hong Kong Stock Exchange Limited (JieXinlong Hi-Tech Clean Systems Co., Ltd., the “Target Company” for short, stock code: 2115.HK).

Among them, MayAir Hong Kong Holdings will privatize approximately 68.39% of the target company's shares in cash (“privatization arrangement”) under section 86 of the Cayman Islands Companies Act (2023 edition), and will also issue shares to 4 specific shareholders (Ng Yew Sum, Law Eng Hock, Chin Sze Kee, and Luah Kok Lam, collectively the “surviving shareholders”) in exchange for the remaining 31.61% of the target company's shares (“share exchange arrangements” for short) Arrangements are collectively referred to as “this transaction”).

After the transaction is completed, MayAir Hong Kong Holdings will hold 100% of the target company's shares and the target company's shares will be delisted from the Hong Kong Stock Exchange. The joint announcement issued by US-Egypt Hong Kong Holdings and the target company on this exchange has received a letter of no comment from the Hong Kong Stock Exchange and the Hong Kong Securities Regulatory Commission.

In this transaction, the privatization arrangement involved a total of HK$0.239 billion in cash consideration, of which about 40% (no more than HK$100 million) of the company plans to pay with its own funds, and the remaining capital was obtained by the company and/or US-Egypt Hong Kong Holdings through external financing methods and paid at the same time. The company's current bank deposit balance, which can be used for payment at any time, is sufficient to cover the portion of its own funds in the cash consideration involved in the privatization arrangement in this transaction.

In the privatization arrangement of this transaction, the offender intends to buy shares of the target company held by shareholders other than the surviving shareholders at a price of HK$0.25 per share. The price is determined by the company based on full consideration of the historical trading price and trading volume of the target company's shares on the Hong Kong Stock Exchange, the target company's net assets per share, and the target company's financial performance, compared with the target company's lowest closing price of HK$0.156 per share up to the last trading day (including that date, the last trading day is HK$0.156 per share) on the Hong Kong Stock Exchange (appearing on June 27, 2024) and the highest closing price of HK$0.245 per share (appearing on October 5, 2023 and December 22, 2023) were premiums of approximately 60.3% and 2.0%, respectively.

The target company is a supplier of clean room wall and ceiling systems whose main business areas are located in China and Southeast Asia. Its main products, clean room wall and ceiling systems, and the clean equipment represented by fan filter units produced by the same company are all important components of electronic semiconductor clean room solutions, and the application of fan filter units must also be matched with clean room wall and ceiling systems.

After the transaction is completed, the company will have the technical strength and integration ability to independently provide customers with comprehensive clean room solutions, including fan filter unit support, complete equipment, and clean room wall and ceiling systems, further expand the company's market boundaries in the field of clean room solutions, extend and enhance the product line, and extend and integrate with each other's customer groups.