JIA YAO HLDGS (01626) has terminated the acquisition of 80% of Ninety Investment Holding Limited.

JIA YAO HLDGS (01626) announced that on August 12, 2026, the company (as the buyer), the seller Ninety Kilometers Holding Limited, and the guarantor entered into a sale and purchase agreement, pursuant to which the company has conditionally agreed to acquire, and the seller has conditionally agreed to sell, the shares for sale, representing 80% of the issued shares of the target company Ninety Investment Holding Limited, for a maximum consideration of HK$430.5 million, which will be paid by the company through the allotment and issuance of consideration shares at an issue price of HK$21.00 per share to the seller (recorded as fully paid). After the signing of the sale and purchase agreement, the company conducted further due diligence on the target group and evaluated the potential tax implications of the acquisition. Considering the uncertainties regarding corporate income tax and related withholding tax liabilities that may arise from the acquisition, and their potential impact on future business cooperation, the company, the seller, and the guarantor entered into a termination agreement (the "Termination Agreement") on September 4, 2026, whereby the parties unanimously agreed to terminate the sale and purchase agreement, effective from the date of the Termination Agreement. Therefore, the acquisition will not proceed. Under the Termination Agreement, no party shall be liable to pay any compensation or penalty to any other party in relation to the termination. The Board believes that the termination of the sale and purchase agreement will not have any significant adverse effect on the financial condition and operations of the Group. The Group will continue to seek suitable business opportunities and further enhance its diverse sources of revenue and overall competitiveness.