Hong Kong – 29 September 2026 – W.F Group Limited (Offeror) has formally proposed the full privatization of Maoye International Holdings Limited (Maoye Int’l; 00848) through a scheme of arrangement under Section 86 of the Cayman Islands Companies Act, paving the way for the department-store operator’s withdrawal from the Hong Kong Stock Exchange.

Transaction Structure and Consideration • Under the scheme, all 890.33 million Scheme Shares—representing 17.32% of Maoye Int’l’s issued share capital not already held by the Offeror’s concert parties—will be cancelled for HK$0.208 in cash per share. • Upon cancellation, an equivalent number of new shares will be issued to the Offeror, leaving the post-transaction ownership split at 17.32% for W.F Group and 82.68% for the existing Rollover Shareholders (founder Mr. Huang Mao Ru and his wholly owned Maoye Department Store).

Valuation Highlights • The HK$0.208 offer represents premiums of 110.10% to the last trading price (HK$0.099 on 16 Sept 2026) and 92.91% to the 90-day average. • Despite these market premiums, the price equates to a 92.24% and 92.52% discount to Maoye Int’l’s audited and unaudited net asset values per share of HK$2.68 (FY 2025) and HK$2.78 (30 Jun 2026), respectively. • The Offeror has stated it will not increase the cancellation price.

Funding and Financial Adviser • The maximum cash consideration totals HK$185.19 million. • China Securities (International) Corporate Finance Company Ltd. (CSCI), acting as financial adviser to W.F Group, has confirmed the Offeror has sufficient internal resources to meet the payment.

Key Conditions and Timeline Implementation hinges on: 1. Approval by ≥75% in value of voting Scheme Shares and ≤10% opposition from disinterested shareholders at the Court Meeting. 2. Shareholder resolutions at the EGM authorising the capital reduction and related share issuance. 3. Cayman Islands Grand Court sanction and regulatory consents, including SFC approval for a “special deal” involving the Rollover Arrangement. 4. Fair-and-reasonable opinion from an Independent Financial Adviser and approval of the Rollover Arrangement by disinterested shareholders.

The long-stop date is 31 March 2027. Maoye Int’l plans to dispatch the scheme document by 20 October 2026, subject to Takeovers Code timing waivers. Trading in Maoye Int’l shares will resume at 9:00 a.m. on 30 September 2026 following the earlier suspension.

Rationale For minority investors, the board cites an “immediate, certain” exit at a substantial premium amid prolonged share illiquidity—average daily volume over the past year was just 470,652 shares (0.01% of issued capital). For the company, delisting is expected to enhance strategic flexibility, reduce compliance costs, and facilitate business transformation in China’s challenging retail environment.

Financial Snapshot • FY 2025 revenue: RMB 3.03 billion; net loss attributable to shareholders: RMB 507.14 million. • 1H 2026 revenue: RMB 1.32 billion; net loss attributable to shareholders: RMB 109.88 million. • 30 Jun 2026 equity attributable to shareholders: RMB 12.41 billion.

Next Steps An Independent Board Committee comprising all three independent non-executive directors will evaluate the offer with advice from an independent financial adviser to be appointed. Shareholders will vote at forthcoming Court Meeting and EGM; failure to secure requisite approvals or meet conditions by the long-stop date will cause the proposal to lapse, in which case Maoye Int’l will remain listed.

Cautionary Note The privatization remains subject to multiple conditions and may not proceed. Shareholders and investors are advised to exercise caution when dealing in Maoye Int’l securities until further announcements are made.