GUANZE MEDICAL (02427) and the offeror, Fude (Hong Kong) Investment Holdings Limited, have jointly announced that the Board has been informed by the selling shareholder that on January 28, 2026, the offeror (as buyer) entered into a sale and purchase agreement with the selling shareholder, Meng A Capital Limited (as seller). The agreement involves the acquisition of 699 million shares, representing approximately 73.60% of the company's total issued share capital as of the date of this joint announcement, for a total consideration of HKD 175 million (equivalent to HKD 0.25 per share).

Immediately prior to the completion of this acquisition, the offeror, its ultimate beneficial owner, and any of their concert parties held no shares or interests in any outstanding options, derivatives, debentures, or relevant securities of the company. Following the completion and as of the date of this announcement, the offeror holds 699 million shares, constituting approximately 73.60% of the company's total issued share capital.

Under Rule 26.1 of the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer for all issued shares of the company, excluding those already owned or agreed to be acquired by the offeror, its ultimate beneficial owner, and any of their concert parties. The offer price is set at HKD 0.25 per share, which represents a discount of approximately 84.0% compared to the closing price of HKD 1.560 per share on the Hong Kong Stock Exchange on the last trading day, January 26, 2026.

The offeror is a limited liability company incorporated in Hong Kong on September 17, 2015, primarily engaged in stock and equity investments. As of the date of this joint announcement, the offeror is ultimately beneficially owned 94% by Mr. Zhang Jun and 6% by Ms. Tao Meiying. The offeror is directly wholly-owned by Fude Holdings (Group) Co., Ltd., a company established in China, which in turn is held approximately 49.1% by Shenzhen Junde Investment Co., Ltd. (a Chinese company wholly-owned by Mr. Zhang), 44.9% by Mr. Zhang Jun, 3.6% by Shenzhen Fuyuanxiang Investment Co., Ltd. (a Chinese company wholly-owned by Ms. Tao), and 2.4% by Ms. Tao Meiying.

The sole director of the offeror is Mr. Zhang, David Jia-yuan. Softbank China & Hong Kong Securities Limited has been appointed as the independent financial adviser to provide advice to the independent board committee regarding the offer, particularly on its fairness and reasonableness and whether it should be accepted. The appointment of the independent financial adviser has been approved by the independent board committee.

Additionally, the company has applied to the Stock Exchange for the resumption of trading of its shares, effective from 9:00 a.m. on Thursday, February 12, 2026.