Maxicity Holdings Limited (Maxicity) has released a composite document detailing GreenAir Energy Global Limited’s mandatory unconditional cash offer for all outstanding shares not already held by the offeror and its concert parties.
Key terms • Offer price: HK$0.6545 per share, equal to the consideration paid for the 300 million shares (75 % stake) acquired from Good Hill Investment on 22 June 2026. • Total consideration if fully accepted: HK$65.45 million for the remaining 100 million shares. • Offer period: Opens 23 July 2026; closes 4:00 p.m. on 13 August 2026, unless extended. • Settlement: Cash cheques to be despatched within seven business days of valid acceptance. • Stamp duty: Seller’s ad valorem duty of 0.1 % will be deducted from payments.
Valuation metrics • Offer price represents: – 90.4 % discount to the HK$6.80 closing price on 20 July 2026; – 65.6 % discount to the HK$1.90 price on the last trading day prior to suspension (18 June 2026); – 172.7 % premium to audited NAV per share of HK$0.24 as at 31 December 2025. • Implied P/E multiple: 20.8 × based on 2025 net profit of HK$12.61 million; implied P/B multiple: 2.77 ×.
Financial snapshot FY-2025 revenue rose 15.9 % to HK$238.56 million; net profit increased 44.2 % to HK$12.61 million. Net assets stood at HK$94.44 million. A NAV warranty in the sale-and-purchase agreement required net assets of at least HK$90 million; actual NAV was HK$105.00 million at 31 May 2026 and HK$99.50 million at completion.
Board and adviser views • Independent Board Committee (all INEDs) deems the offer “not fair and not reasonable” and recommends shareholders NOT accept. • Independent Financial Adviser Merdeka Corporate Finance concurs, citing the deep discount to market prices and thin trading liquidity.
Post-offer intentions GreenAir intends to keep Maxicity listed and maintain its core slope-works business in Hong Kong while reviewing diversification opportunities. Sole shareholder and director Ms Zhu Liming, with 15-plus years’ engineering experience, plans no major asset disposals or workforce changes. All directors except CEO Mr Ho Ka Ki are expected to resign after the offer; new appointments will follow.
Public float With GreenAir already holding 75 % of issued shares, acceptances could push public float below the 25 % requirement. GreenAir and the board have undertaken to restore compliance if necessary.
Timetable highlights • Despatch of composite document & offer opens: 23 Jul 2026 • Final acceptance deadline & closing date: 13 Aug 2026 • Payment latest by: 24 Aug 2026
Shareholders should review the composite document, Form of Acceptance and professional advice before making any decision regarding the offer.