STAR GROUP ASIA (01560) announced that on January 27, 2026 (after trading hours), a subsidiary of the company (the "Potential Buyer") entered into a non-binding memorandum of understanding (the "MOU") with Ms. Tsang Wai Lee, Mr. Leung Kin Bong, and Mr. Chan Tak Sang (the "Potential Sellers") regarding a proposed acquisition of all or part of the equity in Global Student Living Group Holding Limited and its subsidiaries (the "Target Company"). Global Student Living Group Holding Limited is a Hong Kong-based provider of accommodation and property management services, specializing in student dormitories and co-living apartment solutions. Established in 2012, the Target Company holds licenses issued by the Estate Agents Authority and the Property Management Services Authority of Hong Kong. The Target Company is dedicated to providing safe, affordable, and well-managed accommodation for local and international students, young professionals, and individuals working in Hong Kong, while also offering professional one-stop leasing and property management services for property owners. The Target Company operates a diverse portfolio of residential units in key urban locations across Hong Kong. Its services encompass room leasing, tenant sourcing, tenancy management, property management, maintenance coordination, and customer support, enabling property owners to achieve stable occupancy rates and optimized rental returns with minimal operational burden. The Target Company has established strong collaborative relationships with major tertiary institutions in Hong Kong, providing accommodation services for students from both local and overseas universities. Leveraging technology applications, standardized operating procedures, and a professional management team, the Target Company is committed to enhancing the living quality and operational efficiency of its property portfolio. The Group has been actively developing the site at 107-109 Wai Yip Street into a hotel/student dormitory. Several key milestones have already been achieved, including the Town Planning Board's formal approval under Section 16 of the Town Planning Ordinance to rezone the land for hotel use, and the Education Bureau's in-principle and conditional approval for the inclusion of the future completed project in the "Urban Student Dormitory Scheme". The project is now ready to enter the development phase, and the Group is currently in discussions with potential investors regarding a joint development partnership for the project. Upon completion, the project is expected to become Hong Kong's first and largest dedicated student dormitory, offering a total of approximately 988 rooms. The completion of the project is anticipated to significantly increase the supply of high-quality student accommodation, helping to meet the growing demand from local, mainland Chinese, and international students pursuing studies in Hong Kong. This strategic direction aligns with the Hong Kong Special Administrative Region government's policy objectives of promoting Hong Kong as an international education hub and a leading city for education. The proposed acquisition is consistent with the Group's strategic goal of expanding its business in the student accommodation and lodging market, covering both development and operational aspects. As a well-known accommodation operator in Hong Kong, the Target Company possesses extensive experience in student housing and co-living operations, including tenant sourcing, tenancy management, property operations, and daily dormitory management. Through the acquisition, the Group will gain immediate access to an experienced operational platform, mature management systems, and industry expertise, thereby reducing execution risks and shortening the preparatory period for the Group's student dormitory project. Furthermore, the strong relationships that the Target Company has built with tertiary institutions and student communities are expected to enhance the marketing and leasing capabilities for the Kwun Tong project, supporting stable and diversified tenant demand. The acquisition will also enable the Group to establish an in-house student dormitory operations team, creating a scalable platform for future dormitory projects and potential asset-light expansion. The acquisition is expected to generate direct synergies with the Group's Kwun Tong student dormitory development project. By integrating the Target Company's operational expertise during the early development stages, the Group can optimize dormitory layout design, room mix, pricing strategies, and operational processes to better align with student market demands. This is anticipated to lead to higher occupancy rates, improved operational efficiency, and stronger long-term recurring revenue once operations commence. Given the above reasons, the Board believes that the proposed acquisition (if finalized) will enable the Group to broaden its business scope and achieve sustainable growth within the industry by creating synergies and integrating the Group's resources. This will strengthen the Group's recurring revenue base, enhance asset utilization, and create long-term shareholder value. Therefore, the Board considers the proposed acquisition to be in the interests of the Company and its shareholders.