Quantum Thinking Holdings to Ease Ownership; Proposed Acquisition of Approximately 72.64% Stake at a Discount of Around 83.4%

Quantum Thinking (08050) and the proposer, Hong Kong Cool Select Group Limited, jointly announced on August 18, 2025, that they have entered into a share purchase agreement with Happy On Holdings Limited. The proposer intends to acquire approximately 985 million shares of common stock, representing around 72.64% of the company's issued share capital as of the announcement date, at a total cost of HK$5629.22 million (equivalent to HK$0.05714 per share).

As of the announcement date, the company has approximately 135.6 billion shares of common stock issued. Assuming the issued share capital remains unchanged from the announcement date to the completion date, the proposer will own a stake in approximately 985 million shares of common stock, equivalent to around 72.64% of the company's issued share capital after completion. In accordance with Rule 26.1 of the Takeover Code, upon completion, the proposer will be required to make a cash offer for all issued shares (excluding shares already owned or agreed to be acquired by the proposer and/or its concerted action persons) at HK$0.05714 per share, which is a discount of around 83.4% compared to the closing price of HK$0.345 per share on the last trading day on the stock exchange.