JUJIANG CONS (01459.HK): Disposes 80% of Non-wholly-owned Subsidiary for RMB 66.31 Million, Expects RMB 29.7 Million Gain

NewTimeSpace News: On 18 September 2026, Jujiang Construction Group Co., Ltd. (stock code: 01459) published a circular on the disposal of an 80% equity interest in Tongxiang Youth Quality Education Practice Base Co., Ltd. On 30 June 2026, the Company entered into an equity transfer agreement with the buyer, Tongxiang Education and Culture Development Investment Co., Ltd., at a total consideration of RMB 66,312,601.14; upon completion, the target company will be wholly owned by the buyer and will cease to be a subsidiary of the Company.

The consideration is payable in three tranches: RMB 20,000,000 was paid by the buyer before signing the agreement; as the equity is subject to a bank share charge, the buyer must deposit the closing amount of RMB 35,454,513.96 directly into the bank's designated account within five business days after signing to release all debts secured by the share charge; and the balance of RMB 10,858,087.18 is payable within 15 business days after completion of the shareholder change registration. On the same day, the Tongxiang Municipal Education Bureau, the target company, the buyer and the Company entered into a termination agreement terminating the PPP contract and the implementation agreement, conditional upon and effective on completion, under which the Company's guarantee for a RMB 210 million fixed asset loan obtained by the target company from China Construction Bank Tongxiang Sub-branch will be released.

The target company recorded revenue of RMB 27,875,000 and profit after tax of RMB 2,910,000 for 2025, with audited net assets of RMB 42,262,000 as at 31 December 2025. The independent valuer assessed the target company's net assets at RMB 80,424,410.22, a premium of about 26.71% over the adjusted book value.

The Company expects to record a pre-tax gain on the disposal of approximately RMB 29.7 million, subject to review by the auditors; estimated net proceeds of approximately RMB 63.5 million will be applied as to approximately RMB 35.5 million to release the Company's indebtedness to the bank, with the remainder for general working capital. As the applicable percentage ratios exceed 25% but are less than 75%, the disposal constitutes a major transaction and, as the buyer is a connected person at the subsidiary level, a connected transaction; the Company has obtained written shareholder approval from a closely allied group holding 400,000,000 domestic shares, about 75.00%, under Rule 14.44 of the Listing Rules in lieu of convening an extraordinary general meeting.

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