Central China Management Company Limited (Central China Management) has agreed to acquire a 25 per cent equity interest in Link Win Technology Development Limited (the “Target Company”) for HK$100.00 million, classifying the deal as a major transaction under Hong Kong Listing Rules.

The consideration will be settled through HK$13.73 million in cash and the issue of 1.08 billion new shares at HK$0.08 each. The new shares equal 23.25 per cent of Central China Management’s existing share capital and will dilute the post-transaction stake to 18.86 per cent of the enlarged share base. A specific mandate for the share issuance will be sought at an upcoming extraordinary general meeting (EGM); listing approval from the Hong Kong Stock Exchange is also required.

Vendors Zhongcai Herui Investment Group and CBN Holding will receive 550.00 million and 528.43 million shares, respectively, alongside the cash component. Post-transaction, Link Win will be owned 38.25 per cent by Zhongcai Herui, 36.75 per cent by CBN, and 25 per cent by Central China Management. The Target Company will remain an associate and will not be consolidated into Central China Management’s financial statements.

The purchase price reflects a 14.8 per cent discount to 25 per cent of Link Win’s appraised equity value of HK$469.70 million (as at 31 December 2025). The valuation, performed under the market approach, applied an average adjusted EV/Sales multiple of 0.71 times, with a 15.0 per cent control premium and a 21.6 per cent discount for lack of marketability.

Financially, the Target Group recorded: • Net profit of HK$9.70 million in FY 2024, a net loss of HK$1.92 million in FY 2025, and a net profit of HK$5.20 million for the three months ended 31 March 2026. • Total assets of HK$213.40 million and net assets of HK$52.40 million as at 31 March 2026. The book value attributable to the 25 per cent interest being acquired stood at approximately HK$13.00 million.

Central China Management expects the transaction to expedite its “project management + AI technology” strategy by integrating Link Win’s expertise in AI-driven marketing, customer acquisition and industry-specific AI agents with the Group’s property project management services in mainland China. Management targets improved marketing efficiency, enhanced standardisation of project workflows and expansion into new revenue streams such as combined project management and sales support.

The acquisition is subject to shareholder approval at the EGM, regulatory clearances and other customary conditions precedent, with a long-stop date of 28 February 2027. The company cautions investors that completion is not assured until all conditions are met.