Ta Yang Group Holdings (01991) has exited its majority stake in a loss-making UK retail subsidiary and simultaneously acquired a profitable Holborn supermarket through a £1.80 million (approximately HK$18.10 million) settlement with minority shareholder New Vision International.

Disposal Details • Seller: WTS 2020 Ltd, an indirect Ta Yang unit • Purchaser: New Vision International (existing 40% shareholder) • Asset sold: 60% of the unnamed “Target Company” (UK Asian-supermarket operator) • Consideration: £1.80 million, consisting of 1) Transfer of 100% equity in Yohome H.B. Ltd, valued at £1.50 million (HK$15.10 million) 2) Cash and inventory totalling £0.32 million (HK$3.30 million)

Rationale The Target Company posted consecutive net losses of HK$5.42 million (2022) and HK$9.90 million (2023). For the ten months to 31 October 2024 it showed an unaudited HK$7.51 million profit only after capitalising HK$11.06 million of new-store costs. Divergent funding views, ongoing shareholder disputes and rising competition prompted Ta Yang to cease further capital injections and seek an exit, crystallising an audited disposal loss of approximately HK$6.10 million (mainly FX and asset impairments).

Acquisition of Yohome Ta Yang receives Yohome H.B. Ltd, which operates the “Yohome Supermarket” in Holborn. Key metrics: • Total assets (31 Oct 2024): £1.54 million (HK$15.50 million) • Total liabilities: £1.50 million (HK$15.10 million) – largely inter-company loans originating from Ta Yang’s former shareholder advances to the Target Company • Net assets: £0.05 million (HK$0.45 million) • Unaudited profit after tax: HK$7.19 million for the ten months to 31 Oct 2024

The acquisition effectively converts prior shareholder loans into direct ownership of an operating, profit-generating store in a prime London location, allowing Ta Yang to retain UK retail exposure without further funding disputes.

Regulatory Position Both the disposal and acquisition are classified as connected transactions under Hong Kong Listing Rules (Chapter 14A). As the percentage ratios are below 5% and the Board—including independent non-executive directors—has confirmed normal commercial terms and fairness, the deals require only announcement and reporting; no circular or shareholder vote is necessary.

Remedial Measures The company acknowledged earlier disclosure oversights and will update and circulate its connected-person register quarterly, routing any doubtful counterparties through the compliance department to prevent future non-compliance.

Overall Impact The twin transactions remove a loss-making asset, recover HK$18.10 million in value—including conversion of HK$15.10 million in shareholder loans—and bring a profitable supermarket fully under Ta Yang Group’s control.