ETS GROUP (08031) and the offeror, UMBO GROWTH TRADING LIMITED, jointly announced that on January 12, 2026 (after trading hours), the seller and the offeror entered into a sale and purchase agreement. The seller conditionally agreed to sell, and the offeror conditionally agreed to purchase, the sale shares, totaling 210 million shares, representing approximately 71.04% of the company's total issued share capital as of the date of this joint announcement, for a consideration of HKD 57.96 million (i.e., HKD 0.276 per sale share). Subsequently, on January 14, 2026, the company was further notified by the offeror that all conditions precedent under the sale and purchase agreement had been fulfilled, and the sale and purchase of the sale shares was completed on January 14, 2026. Immediately prior to the completion, the offeror, Mr. Xiao, and any parties acting in concert with them did not own or control any shares. Immediately following the completion and as of the date of this joint announcement, the offeror, Mr. Xiao, and any parties acting in concert with them collectively held interests in 210 million shares, representing approximately 71.04% of the company's total issued share capital. Pursuant to Rule 26.1 of the Takeovers Code, following the completion, the offeror is required to make a mandatory unconditional cash offer for all issued shares not already owned or agreed to be acquired by the offeror, Mr. Xiao, and any parties acting in concert with them. The cash offer of HKD 0.276 per share represents a discount of approximately 15.08% compared to the closing price of HKD 0.325 per share on the Stock Exchange on the last trading day. The company has applied to the Stock Exchange for the resumption of trading of its shares on the Stock Exchange, commencing at 9:00 a.m. on January 20, 2026.