HUNLICAR GROUP (03638) Plans to Sell 45% Stake in Adorable for HK$15M and Acquire 40% Stake in FSH for HK$1.808M

HUNLICAR GROUP (03638) announced that on November 28, 2025 (after trading hours on the Stock Exchange), Adorable (an indirect wholly-owned subsidiary of the company) entered into subscription agreements with the subscribers (Borey Capital Limited and Joyce Valley Investment Management Company Limited). The agreements involve the subscription of a total of 450 new Adorable shares at a total price of HK$15 million. The 450 new shares represent 45% of Adorable’s enlarged share capital. The subscription will reduce the group’s stake in Adorable from 100% to 55%, constituting a deemed disposal of a 45% stake. Upon completion, Adorable will become an indirect non-wholly-owned subsidiary of the company.

On the same day (after trading hours), Adorable (as the buyer) signed acquisition agreements with the sellers (Borey Capital Limited and Rich Stone Capital Limited). Under these agreements, Adorable conditionally agreed to acquire a total 40% stake in FSH, along with shareholder loans owed by FSH to the sellers, for a total consideration of HK$1.808 million. The acquisition will increase the group’s interest in FSH from 30% to 70%. Post-completion, the FSH group will become a non-wholly-owned subsidiary of the company, and its financial results will be consolidated into the company’s financial statements.

The subscription is expected to provide Adorable with approximately HK$15 million in new capital and net proceeds of around HK$14.5 million. Upon fulfilling the conditions precedent in the acquisition agreements, about HK$1.8 million will be used to pay for the FSH acquisition, while the remaining HK$12.7 million will support the working capital and business needs of Wanhai Securities, Wanhai SP, and the FSH group.

The acquisition aligns strategically with the company’s financial services expansion plans, aiming to capitalize on market opportunities. It will diversify the group’s service offerings and target high-growth segments, particularly in Hong Kong and China’s asset management markets. This strategic diversification will enhance the group’s ability to provide comprehensive financial solutions, strengthen its competitive edge, unlock new revenue streams, and solidify its position in the financial services sector.