Wan Kei Group Holdings (Stock Code: 1718) Announces HK$15 Million Acquisition of 51% Stake in WANYOU TECHNOLOGY (HK) LIMITED

Wan Kei Group Holdings Limited (Stock Code: 1718) announced that a wholly owned subsidiary has entered into a Sale and Purchase Agreement to acquire 51% of the issued share capital of WANYOU TECHNOLOGY (HK) LIMITED (“Target Company”) for a total consideration of HK$15 million. Upon completion, the Target Company and its subsidiaries (“Target Group”) will become indirect non-wholly owned subsidiaries of Wan Kei Group Holdings.

According to the announcement, the Target Group is principally engaged in e-commerce operations and recorded revenue of HK$20.66 million and net profit of HK$2.13 million (after tax) for the nine months ended 30 September 2025. As of that date, its unaudited consolidated net asset value was approximately HK$2.71 million.

Under the agreement, the acquisition is subject to various conditions precedent, including satisfactory due diligence, proof of good title to the sale shares, and confirmation of no material adverse change. In addition, there is a profit guarantee mechanism whereby the Target Group must achieve minimum net profits of HK$2.35 million for the year ending 31 March 2026 and HK$3.90 million for the year ending 31 March 2027. Any shortfall may trigger compensation to Wan Kei Group Holdings, calculated using a multiplier of 14.0 on the portion of the deficiency corresponding to the 51% stake.

The vendor, WANYOU (GROUP) HOLDINGS LIMITED, is fully owned by a separate individual, and Wan Kei Group Holdings has confirmed that both the vendor and its ultimate beneficial owner are independent third parties.

In explaining the rationale, Wan Kei Group Holdings indicates that the acquisition aligns with its strategic goal of expanding its footprint in e-commerce. The Target Company’s live-streaming capabilities and product portfolio are expected to complement the group’s existing business lines and enhance operational efficiency through potential synergies.

Based on the applicable size tests, this transaction constitutes a discloseable transaction under Chapter 14 of the Listing Rules. Completion is subject to the fulfillment of the conditions precedent, and the transaction may or may not proceed. Potential investors are accordingly advised to exercise caution. The group currently plans to consolidate the Target Group’s financial results, assets, and liabilities upon completion of the deal.