According to an announcement, JIA YAO HLDGS (01626) has entered into a sale and purchase agreement with seller Ninety Kilometers Holding Limited and a guarantor on August 12, 2026. Under this agreement, the company (as buyer) has conditionally agreed to acquire, and the seller has conditionally agreed to sell, sale shares representing 80% of the total issued shares in target company Ninety Investment Holding Limited. The maximum consideration is HKD 430.5 million, which will be paid by the company through the allotment and issuance of consideration shares (credited as fully paid) to the seller under a general mandate at an issue price of HKD 21.00 per share.

Upon completion, the target company will become a subsidiary of the company, and the financial results of the target group will be consolidated into the group's accounts. The target group is primarily engaged in AI-driven internet game development and publishing, as well as development, consulting, and service provision related to enterprise-level AI application technology. The maximum number of consideration shares to be allotted and issued is 20.5 million, representing approximately 3.42% of the company's existing issued share capital as of the announcement date, and approximately 3.30% of the company's issued share capital after allotment and issuance of the consideration shares (assuming no other changes to the company's issued share capital from the announcement date to completion). The number of consideration shares to be issued to the seller is subject to profit guarantee arrangements.

The issue price of HKD 21.00 per consideration share reflects: (i) a discount of approximately 17.90% to the closing price of HKD 25.58 per share as quoted on the Stock Exchange on the date of the sale and purchase agreement; (ii) a discount of approximately 18.60% to the average closing price of HKD 25.80 per share over the last five consecutive trading days immediately preceding the date of the sale and purchase agreement; and (iii) a discount of approximately 14.89% to the average closing price of HKD 24.674 per share over the last ten consecutive trading days immediately preceding the date of the sale and purchase agreement.

The company's group is primarily engaged in the design, production, and sale of e-cigarettes and related products, as well as providing e-cigarette support services. With the rapid development of AI technology, the world is entering a new cycle of technological revolution. Management believes that the current AI technology innovation cycle is still in its early stages, with significant market potential particularly in the application layer of the AI industry value chain. The acquisition aligns with the company's long-term business strategy to diversify its business portfolio beyond e-cigarettes and strengthen its presence in the fast-growing AI-related industries. The target group's core business focuses on AI-driven game development and publishing, while also providing AI application solutions to enterprises. The acquisition is a strategically significant move that helps the company diversify its revenue sources and expand into the rapidly expanding AI application field, better promoting sustainable growth and creating long-term value for shareholders.