JOLIMARK (02028) controlling shareholder plans to reduce the company's shares by 120 million shares to 445 million shares.

JOLIMARK (02028) announced that the company's board of directors has been informed by Mr. Ou Baixian, the executive director and chairman of the board, and Jiangyu Holdings Group Co., Ltd. (the seller) (the company's controlling shareholder, an indirectly wholly-owned company controlled by Mr. Ou Baixian), that the seller has entered into a placement agreement with a placement agent dated September 4, 2026 (after trading hours). After making all reasonable inquiries, the directors understand, are fully aware, and are confident that the placement agent and its ultimate beneficial owners are independent of the company, its subsidiaries, and its related parties and are independent third parties with no connections to them. According to the placement agreement, the seller has appointed the placement agent as its agent, and the placement agent has agreed to act for the seller to facilitate investors (the recipients) to acquire not less than 120 million shares (the Shares) of the company held by the seller and up to a maximum of 445 million shares (representing approximately 51.85% of the company's existing issued share capital and all the shares held by the seller as of the date of this announcement) (the Placement Shares) at a price per Placement Share of not less than HK$0.55 (the Placement). The placement agent further agrees to use its best efforts to procure the recipients to subscribe for the Placement Shares and has undertaken to the seller that no recipient (whether individually or jointly with any person acting in concert with that recipient) shall hold 30% or more of the total issued share capital of the company immediately following the completion of the Placement. According to the terms and conditions set forth in the placement agreement, the Placement is expected to be completed no later than September 25, 2026. Immediately following the completion of the Placement and assuming all Placement Shares are successfully placed to recipients, the seller will no longer hold any shares and thus will no longer be the controlling shareholder of the company. The board of directors does not expect the Placement to have any impact on the business or operations of the company and its subsidiaries.