Xinyi Glass Holdings Limited (SEHK:868) made an offer to acquire China Glass Holdings Limited (SEHK:3300) from a group of sellers for approximately HKD 1.6 billion on December 2, 2020. As per terms of transaction, Xinyi Glass Holdings Limited will acquire 1.8 billion shares of China Glass Holdings Limited and will pay HKD 0.9 in cash for each share of China Glass Holdings Limited. For every $10,000 face value of the convertible bonds, Xinyi Glass Holdings Limited will pay HKD 54,499.22 in cash. In total, Xinyi Glass Holdings Limited will be pay HKD 13.6 million for $2.5 million convertible bonds of China Glass Holdings Limited. As of January 2, 2021, all convertible bonds had been redeemed by China Glass Holdings and the convertible bond offer is no longer applicable. The convertible bond offer lapsed on January 4, 2021.

Consideration will be financed through own resources and the facility of HKD 1.9 billion provided by DBS Bank. Transaction is subject to approval from antitrust authorities and no regulatory approval will be required. The convertible bond offer is conditional upon the share offer becoming or being declared unconditional in all respects. The option offer is conditional upon the share offer becoming or being declared unconditional in all respects. Offer is subject to minimum acceptance of 51% by the shareholders of China Glass Holdings Limited. The independent board committee of the Board comprising all the non-executive Directors, namely, Peng Shou, Zhao John Huan, Zhou Cheng, Zhang Jinshu, Zhang Baiheng, Zhao Lihu and Chen Huache has been formed by China Glass Holdings Limited to advise the independent shareholders of China Glass Holdings Limited in respect of the offers, in particular, as to whether the terms of the offers are fair and reasonable and as to the acceptance of the offers, and make a recommendation to the independent shareholders of China Glass Holdings Limited after taking into account the advice from the independent financial adviser which to be appointed with the approval of the Independent Board Committee. Offer will remain open for 14 days. On December 31, 2020, Board of China Glass Holdings Limited announced receiving of irrevocable undertakings from 56.65% shareholder to not accept the share/option offer and not sell, transfer or encumber any Shares at any price prior to the closing of or lapsing of the Offers or its withdrawal. Lego Corporate Finance Limited and DBS Asia Capital Limited acted as financial advisors to Xinyi Glass Holdings Limited. Octal Capital Limited acted as financial advisor to Independent Board Committee. Computershare Hong Kong Investor Services Limited acted as registrar for China Glass Holdings.