Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has a stringent regulatory framework for mergers and acquisitions (M&A) and listings, primarily outlined in the Listing Rules and related guidelines, focusing on preventing shell company abuse and ensuring market fairness [2][4]. Group 1: Reverse Takeover (RTO) Regulations - A reverse takeover is defined as a non-listed company acquiring control of a listed company (shell company) to achieve indirect listing [2]. - If deemed a reverse takeover, it will be treated as a new listing, requiring compliance with core IPO conditions such as profitability, market capitalization, and public shareholding [2][3]. - Key recognition criteria for RTO include significant changes in business operations, asset injection exceeding the shell company's original business, and issuance of new shares leading to a change in control [3]. Group 2: Mandatory Offer Rules - If a buyer's shareholding exceeds 30% of the target company's issued share capital, a mandatory offer must be initiated according to the Listing Rules and the Takeovers Code [3]. - The offer price must be the higher of the highest price paid for shares in the last six months or 90% of the average closing price over the last 30 trading days [3][5]. - A comprehensive offer is typically required for control changes, while partial offers must demonstrate no risk of delisting and align with shareholder interests [3]. Group 3: Information Disclosure and Trading Suspension - HKEX emphasizes timely and accurate disclosure during the M&A process to ensure market fairness [4]. - If material information is not disclosed and could affect stock prices, a trading suspension must be requested [5]. - Resumption of trading requires sufficient information to allow market assessment or termination of the transaction [5]. Group 4: Public Shareholding and Shareholder Distribution - Post-M&A, companies must maintain a public shareholding ratio of at least 25%, which can be reduced to 15% for companies with a market capitalization exceeding HKD 10 billion [4][5]. - A minimum of 300 public shareholders is required, with no single largest public shareholder holding more than 50% [5]. Group 5: Related Party Transactions and Independence Requirements - Related party transactions in M&A must comply with the Listing Rules, requiring independent shareholder approval and fairness opinions from independent financial advisors [4][5]. - Companies must maintain independence in operations, assets, finances, and personnel to avoid excessive reliance on related parties [5]. Group 6: SPAC M&A Listings - The HKEX introduced a SPAC regime in 2022, allowing blank check companies to acquire target companies within 18 months to achieve indirect listings [4]. - SPACs must raise at least HKD 1 billion, and only professional investors can subscribe [5]. - De-SPAC transactions must meet main board IPO standards, including profitability and market capitalization, and require independent financial advisors and valuation experts [5]. Group 7: Regulatory Approval and Compliance - M&A transactions may trigger additional regulatory processes beyond HKEX, including antitrust reviews and industry-specific approvals [4][5]. - Transactions involving over 25% market share in Hong Kong must be reported to the Competition Commission [5]. - National security reviews may apply to transactions in critical infrastructure and data security sectors under the National Security Law [5].

Core Viewpoint - The acquisition of Xian Dao Electronic Technology Co., Ltd. (Xian Dao Dian Ke) by Quzhou Development marks a significant step in the company's strategy to enter the high-tech sector through mergers and acquisitions, with a total estimated transaction value of approximately 114.55 billion yuan [1][2][3]. Company Overview - Xian Dao Dian Ke, established in 2017, has a registered capital of 477.90 million yuan and holds over 30% of the global market share in ITO target materials, ranking first in the industry [2][4]. - Quzhou Development, previously known as Xinhu Zhongbao, has undergone a transformation since state-owned assets took control, with total assets of 966.41 billion yuan and a market capitalization exceeding 350 billion yuan as of early 2025 [8][12]. Acquisition Details - Quzhou Development plans to acquire 95.4559% of Xian Dao Dian Ke's shares from over 40 companies, raising up to 3 billion yuan in supporting funds [1][2]. - The estimated valuation for 100% equity of Xian Dao Dian Ke is capped at 12 billion yuan, reflecting a significant decrease of over 40% from previous valuations [8][9]. Market Context - The acquisition comes after a failed attempt by another company, Guangzhi Technology, to acquire Xian Dao Dian Ke, which faced challenges due to external conditions and disagreements among stakeholders [5][6]. - The market response to Quzhou Development's acquisition has been positive, with the company's stock experiencing a surge, indicating investor confidence compared to previous attempts [3][7]. Strategic Implications - The acquisition is part of Quzhou Development's broader strategy to establish itself as a benchmark for mergers and acquisitions in the high-tech sector, aligning with local government initiatives to enhance industrial development [10][15]. - Xian Dao Dian Ke's products are crucial for various high-tech applications, including display panels and semiconductors, which will enhance Quzhou Development's business portfolio and support its transition towards high-tech manufacturing [14][16].