Hong Kong – 26 June 2026 – AOM International (stock code 00381) has agreed to purchase a 51% stake in Fujian Laojiu Sales Co., Ltd. (“Target Company”) for HK$100.00 million. The consideration will be settled through the issue of zero-coupon, three-year convertible bonds, classifying the deal as a major transaction under Chapter 14 of the Hong Kong Listing Rules.
Key Transaction Terms • Buyer: Kiu Hung (Fujian) Investment Ltd., a wholly owned subsidiary of AOM International. • Seller: Mr. Yang Zhu, current 51% shareholder of the Target Company. • Consideration: HK$100.00 million, satisfied by issuance of convertible bonds. • Convertible Bonds: Zero coupon; three-year maturity; conversion period from issue date to maturity; conversion price HK$0.16 per share (subject to adjustments); maximum 625.00 million conversion shares, equal to 52.83% of existing shares and 34.57% of enlarged share capital. No listing of the bonds is proposed. • Premium: Conversion price represents a 56.86% premium to the last close (HK$0.102) and a 56.25% premium to the five-day average price (HK$0.1024).
Valuation Basis Independent valuer Graval Consulting Limited applied the guideline public-company method, arriving at a 51% equity valuation of RMB88.80 million (≈HK$102.40 million) as of 30 April 2026, broadly in line with the agreed consideration.
Target Company Snapshot • Principal business: Sale and distribution of cooking wine and related products, with over 100 distribution channels—circa 60% in Fujian Province and 40% elsewhere in China and overseas. • Financials (unaudited): – FY 2024 revenue RMB107.51 million; net profit after tax RMB19.22 million. – FY 2025 revenue RMB117.83 million; net profit after tax RMB20.83 million. – 4M 2026 revenue RMB38.76 million; net profit after tax RMB6.88 million. • Assets (30 Apr 2026): Total assets RMB153.90 million; net assets RMB131.30 million. The Target currently distributes over 90% of AOM’s wine products.
Strategic Rationale AOM aims to integrate the Target’s extensive sales network, gain pricing control and lift profitability within its wines, food and beverage segment, while diversifying the Group’s portfolio beyond toys, natural resources and Chinese herb products.
Shareholding Impact Assuming full bond conversion, AOM’s issued share capital will rise from 1.18 billion to 1.81 billion shares. The vendor would hold 34.57%, public shareholders 61.55%, and Executive Director Mr. Li Lizhong 3.88%.
Approvals & Timeline The acquisition is conditional on satisfactory due diligence, regulatory consents, valuation confirmation, key personnel undertakings and independent shareholder approval at a special general meeting (SGM). A circular detailing the transaction will be dispatched on or before 31 August 2026. Completion must occur by 30 September 2026, failing which the agreement lapses. Investors are advised to exercise caution as the transaction may not proceed if conditions are unmet.
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