SEM Holdings (09929) obtained a premium of about 6.36% from Yao Capital to fully purchase the tender offer. Trading will resume on December 4th.

SEM Holdings (09929) and the offeror Yaoji Capital Limited jointly announced that on November 26, 2025, the offeror completed the acquisition of 1.5 billion shares from SEM Enterprises Limited, equivalent to 75% of the total number of issued shares as of the date of this joint announcement, at a total cash consideration of HK$165 million (i.e. HK$0.11 per share). Following the completion and as of the date of this joint announcement, the offeror and its concert parties hold 75% of the company's shares, pursuant to Rule 26.1 of the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer to acquire all the shares of the company's issued share capital (excluding the shares already owned or agreed to be acquired by the offeror and its concert parties), at a price of HK$0.11 per offer share, representing a premium of approximately 6.36% over the closing price of HK$0.103 per share on the last trading day on the Stock Exchange. The company has applied to the Stock Exchange for the resumption of trading in its shares from 9:00 a.m. on December 4, 2025. On November 26, 2025, the company entered into a subscription agreement with the subscriber (Yaoji Capital Limited), pursuant to which the company will issue convertible bonds in the amount of HK$44 million to the subscriber. Upon full exercise of the conversion rights under the convertible bonds, the bonds can be converted into 400 million shares at an initial conversion price of HK$0.11 per share, equivalent to 20.0% of the company's issued share capital as of the date of this joint announcement; and approximately 16.67% of the enlarged issued share capital after the issuance of the conversion shares.