GRACEWINE (08146) and the offeror, Hill Valley Investment Co Ltd, jointly announced that on December 12, 2025, the offeror completed the acquisition of a total of approximately 589 million company shares. This represents about 73.63% of the company's total issued share capital as of the date of this joint announcement, for a total consideration of approximately HK$73.6298 million, equating to about HK$0.12491 per share sold.

Pursuant to Rule 26.1 and Rule 13.5 of the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer to acquire all the offer shares (i.e., all issued shares except those already owned and/or agreed to be acquired by the offeror) and to cancel all outstanding share options.

The offer will be made by Somerley Capital and Aiden Capital on behalf of the offeror, at a cash price of HK$0.12491 per offer share. This price represents a discount of approximately 52.86% to the closing price of HK$0.2650 per share as quoted on the Stock Exchange of Hong Kong's GEM on December 9, 2025.

The company has applied to the Stock Exchange for the resumption of trading of its shares on the GEM, effective from 9:00 a.m. on December 31, 2025.

As of the date of this joint announcement, the offeror is ultimately beneficially wholly owned by Mr. Yang Lingjiang. Mr. Yang Lingjiang is the sole director of the offeror.