AustAsia Group Ltd. has signed a conditional Sale and Purchase Agreement (SPA) with its 15.85 % shareholder Meiji (China) Investment to buy 100 % of a newly formed holding company that will own Meiji’s mainland dairy processing business.

• Consideration – Base purchase price: RMB320.00 million. – Adjustment: Linked to the Target Group’s net asset value (NAV) at completion; total price capped at RMB350.00 million. – Reference NAV ranges from RMB470 million (completion on or before 30 Sep 2026) to RMB420 million (completion in Apr 2027).

• Payment schedule 1) RMB100.00 million on completion. 2) Any cash above RMB50.00 million on the Target Group’s balance sheet within one month post-completion. 3) Remaining balance payable within 24 months, bearing 3.8 % annual interest; early repayment permitted.

• Assets to be acquired The Target Group will comprise Meiji’s plants in Suzhou and Tianjin with annual designed processing capacity of roughly 225,000 tonnes, three PRC trademarks, related equipment, contracts and employees. Current utilisation is c. 25 – 30 %.

• Financial snapshot of Target Group (unaudited, assuming restructuring completed) – Net assets at 31 Dec 2025: RMB548.00 million. – Net loss after tax: RMB155.87 million (2025) and RMB149.12 million (2024).

• Strategic rationale Management expects the deal to: – Integrate downstream processing with AustAsia’s upstream raw-milk operations, reducing exposure to raw-milk price volatility. – Increase utilisation of the acquired plants by shifting part of AustAsia’s existing B2B volumes in-house, enhancing cost efficiency. – Broaden customer reach through Meiji’s established B2B and B2C distribution channels and diversify revenue streams.

• Conditions precedent Completion hinges on Meiji’s pre-completion restructuring, regulatory approvals, shareholder approval at an Extraordinary General Meeting (EGM) on 4 November 2026, and other customary conditions. If conditions are unmet within nine months of the SPA date (21 July 2026), either party may terminate.

• Connected-transaction status Because the vendor is a substantial shareholder, the deal is a connected transaction under HKEX rules, requiring independent shareholder approval. Meiji (China) and its associates will abstain from voting.

• Funding AustAsia intends to finance the purchase through a mix of internal resources and external debt; the company held RMB286.18 million in cash at 30 June 2026 and had RMB424.50 million in unused bank facilities.

Shareholders of AustAsia Group are scheduled to vote on the proposed acquisition at the 4 November 2026 EGM in Hong Kong.