ZHONGZHENG INTL (00943) announced that on December 31, 2025 (after the stock exchange's trading hours), the company entered into a sale and purchase agreement with the seller, Elly Beauty Group Limited. Pursuant to the agreement, the company conditionally agreed to acquire, and the seller conditionally agreed to sell (i) the sale shares, representing the entire equity interest in the target company, Elise Beauty Group Limited, at completion; and (ii) the sale loan, representing the total outstanding shareholder's loan owed by the target company to the seller at completion. The total consideration is HK$62.5 million, which will be settled by the allotment and issue of an aggregate of 342 million consideration shares to the seller at an issue price of HK$0.1828 per share.

Upon completion, the target group will hold Yi Mei Zhong as its principal operating subsidiary. Yi Mei Zhong is primarily engaged in the research and development of software applications, covering digital empowerment solutions and Software-as-a-Service (SaaS) applications for the beauty industry in Guangdong, China.

The seller will implement a reorganization to establish the equity structure of the target group. Following the completion of the reorganization, the target company will indirectly own 100% of Yi Mei Zhong.

Yi Mei Zhong has close to 200 beauty center and medical aesthetic center clients (including two directly operated branches of Zhi Yan Xi), all of which utilize its customized cloud applications and supporting software. Additionally, it has nearly 30 clients using its SaaS applications available for open subscription.

The company has applied to the stock exchange for the resumption of trading of its shares on the exchange, effective from 9:00 a.m. on Monday, January 5, 2026.