GLOBAL NEW MAT International (06616) has disclosed that on February 6, 2026, Tonglu Junheng Equity Investment Partnership (Limited Partnership), a special purpose vehicle established as a limited partnership in China, entered into a conditional share transfer agreement with two major shareholders of Zhejiang Jihua Group Co., Ltd. The company's wholly-owned subsidiary, Shenzhen Qise Zhuguang Technology Co., Ltd. (Shenzhen Qise), serves as the general partner of this special purpose partnership.

Under the share transfer agreement, the special purpose partnership has agreed to acquire 202 million ordinary shares of Zhejiang Jihua, representing 29.89% of its issued share capital, from the two major shareholders, subject to the fulfillment of several conditions. Zhejiang Jihua is a company listed on the Shanghai Stock Exchange (Stock Code: 603980.SH).

The total consideration for the acquisition is estimated to be approximately RMB 1.4945 billion. Payment will be made in cash, in installments, as stipulated in the share transfer agreement. The financing for the special purpose partnership is currently planned to be contributed by its two partners in a fixed ratio, which may be adjusted periodically. The two partners are Shenzhen Qise and another limited partnership to be established in China by Guangxi Hongzun Investment Group Co., Ltd., one of the controlling shareholders of GLOBAL NEW MAT.

The financial resources required for the acquisition are expected to be funded through contributions from the partners of the special purpose partnership, potentially combined with external financing. The specific terms for this external financing have not yet been finalized.

Upon completion of the acquisition, Zhejiang Jihua is expected to become a non-wholly-owned subsidiary of GLOBAL NEW MAT. The establishment of the special purpose partnership constitutes a connected transaction and an announceable transaction for the company.

Given that Zhejiang Jihua will become a non-wholly-owned subsidiary post-acquisition, the acquisition by the special purpose partnership as the buyer may constitute a very substantial acquisition for GLOBAL NEW MAT.

The completion of the acquisition is conditional upon the satisfaction of several prerequisites. These include, but are not limited to, satisfactory results from due diligence conducted by the special purpose partnership, approval from the company's board of directors and shareholders in full compliance with applicable laws and regulations (including the Listing Rules), and obtaining relevant regulatory approvals in China required for the acquisition.

At the request of the company, trading in its shares on the Main Board of The Stock Exchange of Hong Kong Limited will be suspended commencing at 9:00 a.m. on February 9, 2026, pending the release of a further announcement.