Zhixin Group Holding Limited (Zhixin Group) has agreed to dispose of its entire equity interest in Xiamen Zhixin New Material Co., Ltd., the Group’s ready-mixed concrete (RMC) arm, for RMB46.66 million (approximately HK$54.0 million).
The sale and purchase agreement (SPA), signed on 26 June 2026 with state-owned Xiamen Special Zone Construction Investment Construction Materials Co., Ltd., classifies as a major transaction under Hong Kong Listing Rules. Completion is subject to shareholder approval at an extraordinary general meeting scheduled for 7 September 2026 and a series of regulatory and procedural conditions.
Key transaction highlights
• Assets: industrial land and buildings at No. 55 Guankou Avenue, Xiamen (site area 36,411.69 sq.m.), two RMC production lines with annual capacity of 1.44 million m³, logistics fleet and related licences. • Consideration: RMB46.66 million to be settled in three tranches—RMB25.50 million within three business days after conditions precedent, RMB18.83 million on registration of equity transfer, and RMB2.33 million within 60 days post-completion. A RMB0.50 million earnest money already paid will form part of the first instalment. • Valuation: asset-based approach by Xiamen Dacheng Fanghua Assets Appraisal estimates net asset value at RMB46.66 million as of 31 December 2025. • Financial impact: expected one-off pre-tax loss of around RMB2.80 million versus the target’s audited net asset value of RMB49.46 million. The RMC business posted a RMB9.20 million net loss on RMB114.50 million revenue in FY-2025. • Use of proceeds: net proceeds of roughly RMB44.60 million will partly repay a bank loan maturing in September 2026 (outstanding principal RMB87.20 million). • Guarantee: the listed parent will provide a three-year, RMB46.66 million capped guarantee for the vendor’s obligations.
Strategic rationale
Management cites prolonged price pressure, weak construction demand and recurring losses in the RMC segment (segment loss of RMB64.00 million on RMB267.30 million revenue in FY-2025) as reasons for the exit. Divestment will allow capital reallocation to the Group’s tailings-recycling and eco-friendly brick operations, deemed to have stronger growth prospects.
Post-completion, the RMC subsidiary will cease to be consolidated, removing about RMB162.49 million in assets and RMB113.03 million in liabilities from the Group’s balance sheet.
Shareholder meeting
Shareholders will vote on the disposal at the 7 September 2026 EGM in Hong Kong. No connected shareholders are required to abstain from voting.