Legend Holdings Corporation announced a series of inter-related transactions on 9 March 2026 designed to optimise the capital structure of its fruit businesses Joy Wing Mau (JWM) and Bountifresh.

The package includes:

1. Joy Wing Mau Share Repurchase • JWM will buy back 57.35 million shares (14.13 % of outstanding) from three Legend Capital–related investors—Junlian Shengyuan, Xiamen C&D and Longmen Fund—for RMB1.09 billion. • Repurchase prices range from RMB17.66 to RMB22.08 per share, reflecting investors’ original cost plus 2 %–5 % annualised returns. • Post-closing, 26.88 million repurchased shares (6.62 % of JWM) will be reserved for employee incentives.

2. Joy Wing Mau Share Acquisition by Joyvio Group • Joyvio Agricultural Investment will purchase 19.75 million JWM shares (4.87 %) from Rural Industry Fund for RMB420.32 million (RMB21.28 per share). • Upon completion, Joyvio entities will control 179.94 million JWM shares, lifting their stake to 44.32 %.

3. Management Share Incentive • JWM will grant 26.88 million shares to four key managers at RMB7.50 per share, raising RMB201.58 million for the company. • The incentive expense is estimated at RMB143 million and is expected to increase capital reserve by a similar amount.

4. Bountifresh Equity Acquisition • Joyvio Industrial Development will acquire 10.64 % of Bountifresh from the same three investors for RMB121.44 million at RMB12.50 per share. • Joyvio entities’ combined stake in Bountifresh will rise to 76.01 %.

5. Exit Mechanism & Put Options • If JWM does not file for a Hong Kong IPO by 30 September 2027 or list by 31 December 2027, Joyvio may require management to repurchase its 179.94 million JWM shares at RMB12.3153 per share. • Conversely, if Joyvio waives this right, management can oblige Joyvio to buy back management-held shares on identical terms. Each side faces fixed liquidated damages of RMB662 million for non-performance, secured by cross-pledges over 53.75 million JWM shares.

Financial Snapshot • JWM reported 2024 audited net profit of RMB308.36 million on revenue not disclosed; nine-month 2025 profit reached RMB244.84 million. Net assets stood at RMB3.58 billion as of 30 September 2025. • Bountifresh posted a 2024 net loss of RMB61.11 million after earning RMB32.79 million in 2023; nine-month 2025 profit was RMB2.27 million with net assets of RMB260.91 million.

Regulatory Classification • Aggregated transactions constitute a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules (size ratio >5 % but <25 %). • The management share grant and related put options are connected transactions at subsidiary level, requiring announcement but exempt from shareholder approval.

Strategic Rationale Legend Holdings stated that facilitating investor exits, enlarging Joyvio’s ownership and incentivising key executives will streamline governance, support JWM’s renewed Hong Kong listing plan and concentrate resources on building branded fruit operations.