QUALI-SMART (01348) acquired approximately 60.20% of the shares by Liu Chong and made a cash offer with a discount of about 45.5%. It will resume trading on December 19th.

QUALI-SMART (01348) and the offeror YAEL CAPITAL MANAGEMENT LIMITED jointly announced that on December 12, 2025 (after trading hours), the offeror (as the buyer) entered into a sale and purchase agreement with the selling shareholders (as the sellers) conditionally agreeing to sell, and the offeror conditionally agreeing to acquire the entire legal and beneficial ownership and interests of the shares for sale (a total of 887 million shares, representing approximately 60.20% of the total issued share capital of the company as at the date of this joint announcement) at a total consideration of HK$95.8411 million, equivalent to HK$0.108 per share for the shares for sale. Immediately upon completion and as at the date of this joint announcement, the offeror, the ultimate beneficial owner of the offeror and any of their concerted actors collectively hold 887 million shares, representing approximately 60.2% of the total issued share capital of the company. In accordance with Rule 26.1, 13.1 and 13.5 of the Code on Takeovers and Mergers, upon completion, the offeror must make a mandatory unconditional cash offer to acquire all the shares in the issued share capital of the company (excluding the shares and options which the offeror and their concerted actors already own or have agreed to acquire); to acquire the convertible securities; and to cancel all outstanding options. Given the irrevocable commitment by Benefit Global to provide convertible securities, it has been decided not to make an offer on an equivalent basis for the convertible securities. Cinda International and Roth Capital will, on behalf of the offeror, make a share offer at a cash price of HK$0.108 per offer share, representing a discount of approximately 45.5% to the closing price of HK$0.198 per share on the last trading day on the Stock Exchange. As at the date of this joint announcement, the offeror is wholly owned by Mr. Liu Chong, who is the sole director of the offeror. Mr. Liu Chong believes that the price is fair and reasonable considering the recent market price of the shares. He also sees the acquisition of the shares as an opportunity to expand his investment portfolio and believes that gaining control of the company will help him effectively develop and implement business plans and strategies for the future long-term development of the group. The funds for the purchase of the shares and the offer price come from Mr. Liu Chong's personal savings and investment returns, with no involvement of loans. The company has applied to the Stock Exchange to resume trading of the shares from 9:00 am on Friday, December 19, 2025.