Liu Jichun Plans Takeover Offer Worth Up to HK$771 Million for Xin Yuan Enterprises

Shipping entrepreneur Liu Jichun is seeking to take control of Hong Kong-listed asphalt tanker specialist Xin Yuan Enterprises Group Limited through a proposed cash offer worth up to approximately HK$771 million.

In a joint announcement dated 8 October 2026, Xin Yuan Enterprises and Ocean Vivo Limited, indirectly wholly owned by Liu, outlined a proposed voluntary conditional general cash offer at HK$2.21 per share for all shares not already owned by the offeror and its concert parties.

The offer values Xin Yuan’s entire issued share capital at HK$972.4 million. Ocean Vivo intends to retain the company’s Hong Kong listing and explore cooperation between its asphalt tanker business and Liu’s existing shipping interests.

The transaction also reflects different investment plans among existing shareholders: Pioneer Logistics Holdings Pte. Ltd. intends to exit its indirect investment, while Danube Bridge Shipping Limited, an affiliate of Ebridge Capital, plans to retain an interest.

The proposed offer remains subject to a precondition relating to the resumption and continuation of trading in Xin Yuan’s shares, which remained suspended at the announcement date.

HK$2.21 per Share, with Maximum Cash Consideration of HK$771 Million

Ocean Vivo and its concert parties held 91,143,971 Xin Yuan shares at the announcement date, representing approximately 20.71% of the company’s issued share capital.

The position was built through off-market transactions in March and July 2026. The initial acquisition established a stake of approximately 9.45%, which subsequently increased to 20.71%.

Xin Yuan has 440 million shares outstanding. At HK$2.21 per share, its entire issued equity is valued at HK$972.4 million. The proposed offer covers the remaining 348,856,029 shares, requiring approximately HK$770.97 million in cash if all eligible shares are tendered and the issued share count remains unchanged.

The offer price represents a premium of approximately 25.57% to the closing price of HK$1.76 on 20 February 2025, the last trading day before the suspension. It also represents a discount of approximately 19.05% to Xin Yuan’s unaudited consolidated net asset value attributable to owners of approximately HK$2.73 per share at 30 June 2026.

Ocean Vivo has stated that it will not increase the offer price and does not reserve the right to do so.

The consideration would be funded from the internal resources of Ocean Vivo and Liu. ICBC International Capital Limited, the offeror’s financial adviser and the institution making the offer on its behalf, has confirmed that sufficient financial resources are available to meet the payment obligations arising from the offer.

A Buyer with Experience Across Asphalt and Gas Shipping

Ocean Vivo is wholly owned by Wideshine Maritime Limited, which is in turn wholly owned by Liu.

According to the joint announcement, Liu has more than 20 years of experience in logistics and shipping. He served as chairman of Guangzhou Hongguang Industrial Holdings Group Co., Ltd. from 1997 to 2025, a non-executive director of GKE Corporation Limited from 2005 to 2017, and chairman of Tianjin Southwest Maritime Limited from 2015 to 2021.

Liu currently chairs and wholly owns Sunrise Marine Limited. Its group operates asphalt tankers, very large gas carriers and very large ethane carriers.

His shipping investment background also includes cooperation with CSSC (Hong Kong) Shipping Company Limited, commonly known as CSSC Shipping. A March 2023 announcement by CSSC Shipping disclosed that its group and Sunrise Marine each held a 50% interest in Ocean Classic Limited, a joint venture engaged in leasing.

For Xin Yuan, the clearest operational connection is asphalt shipping. Ocean Vivo has said it intends to explore synergies between Liu’s existing businesses and the listed group to strengthen its competitive position and long-term value in asphalt tanker chartering.

Ten Vessels in Operation and Two Newbuildings Due

Xin Yuan provides asphalt tanker chartering services through time charters, voyage charters and contracts of affreightment.

According to its 2026 interim report, the company operated 10 vessels with an aggregate capacity of approximately 92,000 dwt as of the report date. Seven were employed on time charters, while three operated under voyage charters or contracts of affreightment.

Two additional newbuildings intended to expand its asphalt tanker fleet remained under construction, with delivery scheduled for the fourth quarter of 2026.

The company reported revenue of US$56.90 million and profit after tax of US$8.51 million for 2025. In the first half of 2026, revenue reached US$28.84 million, with profit after tax of US$5.97 million. Unaudited consolidated net assets stood at approximately US$153.4 million at 30 June 2026.

This existing fleet and chartering business provide a basis for potential cooperation with Liu’s other shipping interests. The commercial opportunities could include customer development, vessel deployment and asset management, although specific arrangements have yet to be announced.

Ocean Vivo has also indicated that it may review and optimise Xin Yuan’s asset structure, depending on market conditions, legal and regulatory requirements, and business needs.

At the announcement date, the offeror had no intention of terminating the employment of group employees, apart from personnel movements in the ordinary course of business.

Pioneer Plans to Exit Its Indirect Investment

PLH Investments Hong Kong Limited holds 30 million Xin Yuan shares, equivalent to approximately 6.82% of the company’s issued capital.

On 24 September, PLH gave Ocean Vivo an irrevocable undertaking to accept the offer for 15 million shares, representing approximately 3.41% of Xin Yuan’s issued capital. Its remaining 15 million shares are outside that undertaking.

The arrangement reflects PLH’s ownership structure. Pioneer Logistics Holdings Pte. Ltd. and Danube Bridge Shipping Limited each own 50% of PLH.

Pioneer intends to exit its investment in Xin Yuan following completion of the offer, while Danube Bridge intends to retain an interest. The undertaking therefore covers the 15 million shares corresponding to Pioneer’s indirect economic interest.

Pioneer’s exit may be implemented through the disposal of its interest in PLH or another arrangement agreed with Danube Bridge.

According to the announcement, Pioneer is a Singapore-based maritime group specialising in dry bulk shipping and oil and chemical tanker transportation. It is owned 60% by Xue Bing and 40% by Guo Ning Bo.

Its investments have also extended into offshore drilling. In June 2023, Energy Drilling Pte. Ltd. announced Pioneer as a new key shareholder. The equity investment, together with bank financing and existing cash resources, supported the purchase of three tender-assist drilling rigs from Seadrill Limited.

The Xin Yuan announcement did not disclose Pioneer’s reasons for exiting this particular investment.

Ebridge-Linked Investor Intends to Remain

Danube Bridge’s decision to retain an interest preserves the involvement of an investor affiliated with Ebridge Capital.

The joint announcement describes Ebridge Capital as an industrial investment group focused on shipping and offshore and ocean engineering. Its activities include equity investment, shipping-related mergers and acquisitions, restructuring, vessel and newbuilding investment, asset management and financing arrangements.

Danube Bridge has previously participated in Hong Kong’s listed shipping market. It was a cornerstone investor in the 2023 initial public offering of Seacon Shipping Group Holdings Limited, with a subscription commitment of US$1.5 million.

Ebridge has also participated in shipmanagement cooperation. Information released by Seacon in 2024 described the establishment of a Shanghai shipmanagement joint venture involving Ebridge and entities within the COSCO SHIPPING and Seacon Shipping groups.

In the Xin Yuan transaction, Danube Bridge remains an existing indirect investor intending to retain exposure. Neither it nor Ebridge has been identified as a joint offeror.

The announcement also stated that PLH and its ultimate beneficial owners were not acting in concert with Ocean Vivo or Liu as of the announcement date.

Hong Kong Listing to Be Preserved

Ocean Vivo intends to maintain Xin Yuan’s listing after the offer and take appropriate steps to ensure sufficient public float.

It has also stated that it does not intend to exercise compulsory acquisition rights even if acceptances reach 90% or more of the shares subject to the offer.

The proposal therefore envisages Xin Yuan continuing as a listed shipping company. Any subsequent fleet investment, financing or asset restructuring would require separate arrangements and the applicable corporate and regulatory procedures.

The offer consideration would be paid to shareholders accepting the offer. Funding for new vessels or future business expansion would depend on subsequent investment and financing decisions.

For the company’s operating business, the longer-term questions concern how a change of control might affect charter coverage, fleet deployment, cost management and investment priorities. The announcement establishes an intention to pursue cooperation, while leaving the details for future consideration.

Trading Resumption Remains the Immediate Hurdle

Before the offer can be made, Xin Yuan must satisfy the precondition relating to the resumption of share trading and the maintenance of its listing and trading status.

Although Ocean Vivo may waive that precondition, it stated that it had no intention of doing so at the announcement date. The deadline is 30 October 2026, or a later date determined by the offeror.

If the offer proceeds, completion will require valid acceptances that take the combined voting rights of Ocean Vivo and its concert parties above 50%. This condition cannot be waived.

Other conditions include continued listing and trading, together with the absence of a material adverse change as defined in the announcement.

Xin Yuan has established an independent board committee and will appoint an independent financial adviser to advise shareholders on the offer and its acceptance.

The proposed transaction could bring an established listed asphalt tanker operator under the control of an entrepreneur with experience across asphalt and gas shipping. Trading resumption and shareholder acceptance will determine whether it proceeds. Beyond completion, its commercial impact will depend on how the proposed cooperation translates into chartering opportunities, fleet development and earnings.