BINGO GROUP (08220) is expected to receive a discount of approximately 91.79% from Stephen Chow for a full acquisition offer.

BINGO GROUP (08220) announced that in early November 2025, due to the fact that the principal amount of HK$19 million convertible bonds will mature on December 31, 2025, and the company lacks sufficient financial resources to redeem the bonds, the company has requested Mr. Stephen Chow, a holder of the convertible bonds, to agree to convert the bonds and proposed to amend the terms and conditions of the convertible bonds to remove the restrictions on the exercise of the conversion rights attached to the bonds, as exercising such conversion rights may trigger the obligation to make a mandatory general offer under the Takeovers Code. On December 24, 2025, Mr. Stephen Chow has signed and delivered a conditional conversion notice to the company, indicating his intention to exercise his conversion rights upon the satisfaction of certain conditions. The company has been informed by Mr. Stephen Chow that upon the proposed amendments taking effect, he intends to cooperate with the company's request and fully exercise the conversion rights attached to the convertible bonds. Following the full exercise of the conversion rights attached to the convertible bonds held by Mr. Stephen Chow, he will beneficially own a total of approximately 112 million shares (equivalent to approximately 64.05% of the enlarged issued share capital of the company resulting from the issuance and conversion of shares upon the full exercise of the conversion rights). Pursuant to Rule 26.1 of the Takeovers Code, Mr. Stephen Chow and persons acting in concert with him will be required to make an unconditional mandatory cash offer for all issued shares (excluding shares already owned or agreed to be acquired at the time of the share offer). In addition, pursuant to Rule 13 of the Takeovers Code, Mr. Stephen Chow will also be required to make a warrant offer to cancel all outstanding warrants (excluding warrants already held by him and/or persons acting in concert with him). The cash offer price per share is HK$0.275, the same as the conversion price under the convertible bonds, representing a discount of approximately 91.79% to the closing price of HK$3.35 per share on the last trading day on the Stock Exchange.