FW HOLDINGS (00572) intends to acquire all shares and shareholder loans of Aspire Holding.

FW HOLDINGS (00572) announces that on February 27, 2025, the Company has entered into a sale and purchase agreement with the seller, Mr. Xian Liwen. The Company conditionally agrees to acquire and transfer, while the seller conditionally agrees to sell and transfer, all shares of Aspire Holding and shareholder loans, for a total consideration of HK$11.42 million and HK$26.596 million respectively. The total consideration of HK$277.38 million will be settled by the Company by issuing and distributing 23 million consideration shares at an issue price of HK$0.52 per share to the seller to pay HK$11.96 million, and by issuing HK$15.778 million worth of promissory notes to the seller (or their designated entity) to settle the remaining HK$15.778 million. Upon completion, Aspire Holding will become a wholly-owned subsidiary of the Company. As of the date of this announcement, the target group owns and manages multiple properties in China. The directors believe that the acquisition will enhance the Company's property management services and expand the Company's investment opportunities in the Shenzhen property portfolio. Considering the favorable policies introduced in China since September 2024, such as reducing down payment ratios and mortgage rates to support the real estate market, as well as the expected relaxation of housing purchase restrictions and lower minimum down payments for first-time homebuyers in first-tier cities like Shenzhen, the directors believe that the Company can benefit from the long-term potential appreciation of the properties held by the target company.