Hong Kong-listed Wisdomcome Group Holdings Limited has entered into a Sale and Purchase Agreement to purchase 49% of Verdes Vine Limited for HK$2.76 million, to be settled entirely through the issuance of new shares under its existing general mandate. The deal was signed with Lit Enterprises Limited after market close on 20 March 2026.

The consideration will be satisfied by allotting 5.52 million new Wisdomcome shares at HK$0.50 each. The issue price represents premiums of 7.53% over the 20 March 2026 closing price (HK$0.465) and 6.61% over the five-day average closing price (HK$0.469). Upon completion, the new shares will equal 17.74% of the company’s current issued share capital and dilute existing shareholders to leave the vendor (or its nominee) holding 15.07% of the enlarged 36.64 million-share base.

Completion is subject to customary conditions, including satisfactory due diligence, Stock Exchange approval for listing the new shares, and requisite regulatory consents. If conditions are unmet by 30 April 2026 (or a mutually agreed later date), either party may terminate the agreement.

Verdes Vine, incorporated in Hong Kong in July 2023 and wholly owned by Lit Enterprises, focuses on wine trading in Hong Kong and mainland China. From incorporation to 11 February 2026, the target generated HK$0.66 million in revenue and HK$0.28 million in pre-tax profit.

Wisdomcome’s board expects the acquisition to diversify its retail portfolio with high-end wines, raise average order value, and leverage Verdes Vine’s mainland sales network. Settling the consideration in shares preserves cash resources and aligns the interests of the target’s management with those of Wisdomcome’s shareholders.

Given that the applicable percentage ratios under Hong Kong’s GEM Listing Rules exceed 5% but remain below 25%, the transaction is classified as a discloseable transaction and requires public announcement but not shareholder approval.