WISDOMCOME GP (08079) has entered into a conditional sale and purchase agreement with Lit Enterprises Limited, the seller, following the trading session on March 20, 2026. Under the agreement, the company will acquire a 49% equity interest in the target company, Vino Ventures, for a consideration of HK$2.76 million. The purchase price will be settled through the issuance of consideration shares under a general mandate.

The board of directors believes the acquisition will benefit the group's existing business by expanding its retail operations and product portfolio through the addition of premium wines. The rationale for the transaction includes the following key points:

1. Expansion of product portfolio and increase in average order value: The target company has established long-term business relationships with multiple European wine suppliers and vineyards. Introducing wines into the group's retail business is expected to diversify its product offerings, enhance the customer shopping experience, and ultimately lead to a higher average order value, thereby boosting overall sales.

2. Strengthening of management expertise and sales network in China: Vino Ventures possesses established experience and a sales network in China. Leveraging the target company's management experience and potentially expanding the group's sales network is anticipated to attract new customers from China and create synergies. Issuing consideration shares to the target company's shareholders will align the interests of key personnel and management with the success and performance of the enlarged group.

Furthermore, settling the acquisition consideration through share issuance allows the group to preserve its liquidity and capital for future business opportunities. The issuance of consideration shares is also expected to broaden the company's shareholder base.

Overall, the share-based consideration aligns the interests of key management, maintains financial flexibility, ensures compliance with applicable regulatory requirements, and supports the company's long-term strategic objectives.