Hongkai: Announcement on Board of Directors' Resolution for Spin-off by Subsidiary Hongkai Optronics (Shenzhen) Co., Ltd.
Hongkai Optronics (Shenzhen) Co., Ltd., a subsidiary of Hongkai, announced on May 8, 2026, a board resolution for a spin-off aimed at optimizing asset utilization and enhancing operational flexibility. The company will be split into Hongkai Optronics (Shenzhen) Co., Ltd. and the newly established Shenzhen Hongkai Investment Co., Ltd., with August 31, 2026, as the planned record date for the spin-off.
📋 Article Processing Timeline
- 📰 Published: May 8, 2026 at 09:00
- 🔍 Collected: May 9, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 9, 2026 at 08:36 (36 min after Collected)
1. Type of M&A (e.g., merger, spin-off, acquisition or share transfer): Spin-off
2. Date of occurrence: 2026/5/8
3. Names of companies participating in the M&A (e.g., the other party to the merger, the newly established company through spin-off, the target company of acquisition or share transfer):
(1) Divested company: Hongkai Optronics (Shenzhen) Co., Ltd.
(2) Newly established company through spin-off: Shenzhen Hongkai Investment Co., Ltd. (tentative name)
4. Transaction counterpart (e.g., the other party to the merger, the company to which the spin-off is transferred, the counterparty of acquisition or share transfer): Shenzhen Hongkai Investment Co., Ltd. (tentative name)
5. Is the transaction counterpart a related party: Yes
6. Relationship between the transaction counterpart and the company (e.g., an investee company in which the company's re-investment stake reaches XX%), and explain the reason for selecting a related enterprise or related party as the target of acquisition or share transfer and whether it affects shareholders' equity:
(1) Both Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) are indirect wholly-owned subsidiaries of the parent company, Hongkai Optronics Co., Ltd.
(2) This spin-off is an internal group organizational adjustment and does not affect shareholders' equity.
7. Purpose and conditions of M&A, including reasons for M&A, consideration conditions and payment time (Note 7):
(1) Purpose and conditions of M&A: To optimize asset utilization efficiency and enhance operational flexibility.
(2) Reasons for M&A: Not applicable
(3) Consideration conditions: Not applicable
(4) Payment time: Not applicable
8. Expected benefits after M&A: Enhance asset utilization efficiency and improve operational flexibility.
9. Impact of M&A on net value per share and earnings per share: This spin-off is an internal group organizational adjustment and has no impact on the company's net value per share and earnings per share.
10. Type of M&A consideration and source of funds: Not applicable
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: The net asset value of the divested entity will be split at a ratio of 2:8. It is expected that Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) will be registered with RMB 34,963 (thousand) and RMB 139,854 (thousand) respectively.
(2) Calculation basis: The spin-off amount is calculated based on the net value of Hongkai Optronics (Shenzhen) Co., Ltd.'s financial report as of March 31, 2026, RMB 174,817 (thousand), as the valuation base date, and an accountant's opinion on reasonableness has been requested.
(3) The actual amount will be based on the book value on the spin-off record date.
12. Is there an unreasonable opinion issued by an accountant, lawyer, or securities underwriter for this transaction: No
13. Name of accounting firm or law firm or securities underwriter company: Heyu Accounting Firm
14. Name of accountant or lawyer: Su Liqi
15. Accountant or lawyer's practice certificate number: Jin Guan Hui Zheng Zi No. 7008
16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash, or other property distributed to shareholders in this M&A (I. including the methods, principles or calculation methods adopted for the public acquisition price and comparison with internationally customary market methods, cost methods and discounted cash flow methods. II. Comparison of the financial condition, profitability and price-earnings ratio of the acquired company with listed and OTC peers. III. If the public acquisition price refers to the valuation report of a valuation institution, the content and conclusion of the valuation report should be explained. IV. If the acquirer's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after the merger, an assessment of the impact on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7): Not applicable
17. Scheduled completion date (Note 7): August 31, 2026, is the scheduled spin-off record date, and the chairman is fully authorized to handle related spin-off and reorganization operations.
18. Matters related to existing or newly established companies assuming rights and obligations of dissolved (or divested) companies (Note 2): After the spin-off, the two companies will respectively assume part of the assets, liabilities, and business-related rights and obligations of the divested company.
19. Basic information of participating merger companies (Note 3): Not applicable
20. Matters related to the spin-off (including the value of the business and assets scheduled to be transferred to existing or newly established companies; the total number, type, and quantity of shares obtained by the divested company or its shareholders; matters related to capital reduction if the divested company's capital is reduced) (Note: Not applicable if not a spin-off announcement):
(1) Net assets scheduled to be transferred through spin-off: The spin-off amount is calculated based on the net value of Hongkai Optronics (Shenzhen) Co., Ltd.'s financial report as of March 31, 2026, RMB 174,817 (thousand), as the valuation base date, and will be split at a ratio of 2:8.
(2) After the spin-off, Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) will be registered with RMB 34,963 (thousand) and RMB 139,854 (thousand) respectively.
(3) Shares obtained by shareholders of the divested company: Still indirect wholly-owned subsidiaries of the parent company, Hongkai Optronics Co., Ltd.
(4) Scheduled capital reduction of the divested company: Hongkai Optronics (Shenzhen) Co., Ltd. is scheduled to reduce its capital by RMB 139,854 (thousand).
(5) The actual amount will be based on the book value on the spin-off record date.
21. Conditions and restrictions on future transfer of M&A shares: Not applicable
22. Plans after M&A completion (including I. willingness and plan content to continue operating the company's business. II. whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel and assets, or any other major matters affecting shareholders' equity): Not applicable
23. Other important agreements: None
24. Other major matters related to M&A: Not applicable
25. Did directors raise objections to this transaction: No
26. Information on interested directors involved in the M&A transaction (name of natural person director or name of corporate director and name of its representative, important content of their own or their represented legal entity's interest (including but not limited to the method of actual or planned investment in other participating M&A companies, shareholding ratio, transaction price, participation in the management of M&A companies, and other investment conditions), and whether they should recuse themselves): Not applicable
2. Date of occurrence: 2026/5/8
3. Names of companies participating in the M&A (e.g., the other party to the merger, the newly established company through spin-off, the target company of acquisition or share transfer):
(1) Divested company: Hongkai Optronics (Shenzhen) Co., Ltd.
(2) Newly established company through spin-off: Shenzhen Hongkai Investment Co., Ltd. (tentative name)
4. Transaction counterpart (e.g., the other party to the merger, the company to which the spin-off is transferred, the counterparty of acquisition or share transfer): Shenzhen Hongkai Investment Co., Ltd. (tentative name)
5. Is the transaction counterpart a related party: Yes
6. Relationship between the transaction counterpart and the company (e.g., an investee company in which the company's re-investment stake reaches XX%), and explain the reason for selecting a related enterprise or related party as the target of acquisition or share transfer and whether it affects shareholders' equity:
(1) Both Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) are indirect wholly-owned subsidiaries of the parent company, Hongkai Optronics Co., Ltd.
(2) This spin-off is an internal group organizational adjustment and does not affect shareholders' equity.
7. Purpose and conditions of M&A, including reasons for M&A, consideration conditions and payment time (Note 7):
(1) Purpose and conditions of M&A: To optimize asset utilization efficiency and enhance operational flexibility.
(2) Reasons for M&A: Not applicable
(3) Consideration conditions: Not applicable
(4) Payment time: Not applicable
8. Expected benefits after M&A: Enhance asset utilization efficiency and improve operational flexibility.
9. Impact of M&A on net value per share and earnings per share: This spin-off is an internal group organizational adjustment and has no impact on the company's net value per share and earnings per share.
10. Type of M&A consideration and source of funds: Not applicable
11. Share exchange ratio and its calculation basis:
(1) Share exchange ratio: The net asset value of the divested entity will be split at a ratio of 2:8. It is expected that Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) will be registered with RMB 34,963 (thousand) and RMB 139,854 (thousand) respectively.
(2) Calculation basis: The spin-off amount is calculated based on the net value of Hongkai Optronics (Shenzhen) Co., Ltd.'s financial report as of March 31, 2026, RMB 174,817 (thousand), as the valuation base date, and an accountant's opinion on reasonableness has been requested.
(3) The actual amount will be based on the book value on the spin-off record date.
12. Is there an unreasonable opinion issued by an accountant, lawyer, or securities underwriter for this transaction: No
13. Name of accounting firm or law firm or securities underwriter company: Heyu Accounting Firm
14. Name of accountant or lawyer: Su Liqi
15. Accountant or lawyer's practice certificate number: Jin Guan Hui Zheng Zi No. 7008
16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash, or other property distributed to shareholders in this M&A (I. including the methods, principles or calculation methods adopted for the public acquisition price and comparison with internationally customary market methods, cost methods and discounted cash flow methods. II. Comparison of the financial condition, profitability and price-earnings ratio of the acquired company with listed and OTC peers. III. If the public acquisition price refers to the valuation report of a valuation institution, the content and conclusion of the valuation report should be explained. IV. If the acquirer's financing repayment plan is secured by the assets or shares of the acquired company or the surviving company after the merger, an assessment of the impact on the financial and business soundness of the acquired company or the surviving company after the merger should be explained) (Note 7): Not applicable
17. Scheduled completion date (Note 7): August 31, 2026, is the scheduled spin-off record date, and the chairman is fully authorized to handle related spin-off and reorganization operations.
18. Matters related to existing or newly established companies assuming rights and obligations of dissolved (or divested) companies (Note 2): After the spin-off, the two companies will respectively assume part of the assets, liabilities, and business-related rights and obligations of the divested company.
19. Basic information of participating merger companies (Note 3): Not applicable
20. Matters related to the spin-off (including the value of the business and assets scheduled to be transferred to existing or newly established companies; the total number, type, and quantity of shares obtained by the divested company or its shareholders; matters related to capital reduction if the divested company's capital is reduced) (Note: Not applicable if not a spin-off announcement):
(1) Net assets scheduled to be transferred through spin-off: The spin-off amount is calculated based on the net value of Hongkai Optronics (Shenzhen) Co., Ltd.'s financial report as of March 31, 2026, RMB 174,817 (thousand), as the valuation base date, and will be split at a ratio of 2:8.
(2) After the spin-off, Hongkai Optronics (Shenzhen) Co., Ltd. and Shenzhen Hongkai Investment Co., Ltd. (tentative name) will be registered with RMB 34,963 (thousand) and RMB 139,854 (thousand) respectively.
(3) Shares obtained by shareholders of the divested company: Still indirect wholly-owned subsidiaries of the parent company, Hongkai Optronics Co., Ltd.
(4) Scheduled capital reduction of the divested company: Hongkai Optronics (Shenzhen) Co., Ltd. is scheduled to reduce its capital by RMB 139,854 (thousand).
(5) The actual amount will be based on the book value on the spin-off record date.
21. Conditions and restrictions on future transfer of M&A shares: Not applicable
22. Plans after M&A completion (including I. willingness and plan content to continue operating the company's business. II. whether there will be dissolution, delisting, major changes in organization, capital, business plans, finance and production, arrangements or utilization of important personnel and assets, or any other major matters affecting shareholders' equity): Not applicable
23. Other important agreements: None
24. Other major matters related to M&A: Not applicable
25. Did directors raise objections to this transaction: No
26. Information on interested directors involved in the M&A transaction (name of natural person director or name of corporate director and name of its representative, important content of their own or their represented legal entity's interest (including but not limited to the method of actual or planned investment in other participating M&A companies, shareholding ratio, transaction price, participation in the management of M&A companies, and other investment conditions), and whether they should recuse themselves): Not applicable