Labixiaoxin Snacks Group Limited (1262) entered into a Sale and Purchase Agreement on February 5, 2026, to acquire the entire issued share capital of Qucloud AI HK Limited (“Target Company”). The total consideration of HK$188.48 million is to be settled by issuing 20,834,480 new shares at HK$3.98 per share and a convertible bond with a principal amount of HK$105,558,769.60.

Upon completion, Labixiaoxin will issue the Consideration Shares, representing approximately 9.54% of its existing share capital, under the General Mandate. The associated convertible bond carries a conversion price of HK$4.62, enabling the issuance of up to 22,848,218 shares upon full conversion. If fully converted, these shares account for around 8.72% of the company’s enlarged share capital post-transaction.

The Target Company, through its subsidiary Beijing Qucloud, provides AI-based software applications for enterprise and consumer behavior analysis. Labixiaoxin anticipates strategic benefits from integrating these intelligent marketing solutions with its existing food and consumer products operations. The acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules, subject to reporting and announcement requirements but exempt from shareholders’ approval. Completion is contingent on various conditions, including regulatory consents and due diligence outcomes.