MEGAIN (06939) is expected to receive a discount of approximately 18.7% from Ji Hai China to fully purchase the tender offer. Trading will resume on January 26th.

MEGAIN (06939) and the offeror Geehy International Limited jointly announced on January 8, 2026, the offeror (as the buyer) entered into a share purchase agreement with the seller to acquire a total of 211 million shares (equivalent to approximately 40.67% of the company's issued share capital as of the date of this joint announcement), at a total price of HK$1.055 billion (i.e. HK$0.50 per share). On January 8, 2026 (after trading hours) and January 23, 2026, the company entered into the subscription agreement with the offeror, whereby the company will issue 103.75 million subscription shares to the offeror at a subscription price of HK$0.61 per subscription share, representing a discount of approximately 18.7% to the closing price of HK$0.75 per share on the Hong Kong Stock Exchange on January 8, 2026. The total and net proceeds from the subscription amount to approximately HK$63.2875 million and HK$61.2875 million, respectively. As of the date of this joint announcement, the offeror and its concert parties do not have any shareholding interests. Upon completion, assuming no changes in the company's issued share capital from the date of this joint announcement to the date of the subscription shares allocation and issuance, the offeror will hold 314.75 million shares, representing approximately 50.56% of the enlarged issued share capital. Therefore, the offeror is required to make an unconditional mandatory cash offer for all issued shares (excluding the shares already owned or agreed to be acquired by the offeror and its concert parties) under Rule 26.1 of the Takeovers Code. The cash offer price per share is HK$0.61, and the maximum total amount payable by the offeror for the offer is approximately HK$1.12 billion. The company has applied to the Hong Kong Stock Exchange for the resumption of trading of its shares from 9:00 am on January 26, 2026. The offeror is an indirect wholly-owned subsidiary of Jihai China, which is directly owned by Ninestar Corporation with 81.084%, State Integrated Circuit Industry Investment Fund Phase II with 7.895%, and 21 other minority shareholders holding less than 5% each in Jihai China.