FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年12月31日 狀態: 新提交 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 致：香港交易及結算所有限公司 公司名稱: 怡園酒業控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2026年1月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08146 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 8,000,000,000 | HKD | | 0.001 HKD | | 8,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 8,000, ...

Group 1 - Yiyuan Wine Industry (08146.HK) saw its stock price surge by 160% after resuming trading, closing at HKD 0.385, with a market capitalization of HKD 308 million [2] - Yang Lingjiang acquired 73.63% of Yiyuan Wine Industry, becoming the largest shareholder and actual controller, paying approximately HKD 73.63 million, equivalent to HKD 0.12491 per share [2] - Yang Lingjiang is the founder of 1919 Group, a leader in the domestic liquor instant retail sector, and views this investment as a recognition of Yiyuan Wine Industry's growth potential and the long-term value of the liquor industry [2] Group 2 - 1919 Group reported a transaction scale increase from RMB 11.579 billion in 2023 to RMB 12.089 billion in 2024, with a projected scale of RMB 14 billion for 2025 due to strategic adjustments and partnerships [3] - The net profit for 1919 Group was RMB 51.35 million in 2023 and RMB 48.12 million in 2024, indicating stable earnings from core operations [3] - Yang Lingjiang significantly optimized 1919 Group's equity structure, increasing his stake to 92.87% and reducing the debt ratio from a peak of 92% to below 20% [3] Group 3 - Yang Lingjiang aims to create an open ecological platform for the liquor industry, connecting upstream brands, channels, and consumers through a unified operational system [4] - Industry experts highlight the need for a "new infrastructure" to address challenges such as channel fragmentation and changing consumer scenarios in the liquor industry [4] - Yang Lingjiang's investment in Yiyuan Wine Industry represents a critical exploration of this open "F2B2C liquor business operating system," promoting collaboration among various industry participants [4] Group 4 - 1919 Group plans to establish 500 flagship restaurants, 5,000 direct supply stores, and 100,000 restaurant liquor front warehouses to create strong channel barriers [5] - Experts suggest that Yang Lingjiang's leadership of Yiyuan Wine Industry positions it as a key player in the entire production, distribution, retail, and experience chain, with potential for significant growth in the liquor market [5] - The 160% surge in the Hong Kong stock market reflects early pricing of this strategic logic [5]

Group 1 - A total of 48 stocks reached a 52-week high as of the market close on December 31, with notable performers including Yiyuan Wine Industry (08146), Runge Interactive (02422), and Yucheng Logistics (08489) achieving high rates of 102.94%, 45.35%, and 23.68% respectively [1] - The top three stocks by high rate are Yiyuan Wine Industry at a closing price of 0.385 and a peak of 0.690, Runge Interactive at 1.150 with a peak of 1.250, and Yucheng Logistics at 0.400 with a peak of 0.470 [1] - Other notable stocks that reached new highs include Manman (08186) with a high rate of 23.02% and Wanan Robotics (06600) with a high rate of 12.40% [1] Group 2 - The report also highlights stocks that reached 52-week lows, with Meilian Holdings (02671) experiencing a decline of 16.49%, Contemporary Land (01107) down by 13.33%, and HMVOD Video (08103) down by 11.11% [2] - Other significant decliners include Yunnan Water Affairs (06839) with a drop of 10.34% and Huasheng Bio-B (02396) down by 8.88% [2] - The report lists a total of 52-week low stocks, indicating a challenging market environment for these companies [2]

Core Viewpoint - After a suspension of over 20 days, Yiyuan Wine Industry (08146.HK) resumed trading, experiencing a stock price surge of 160% following the investment from Yang Lingjiang, the founder of 1919. However, the stock price later retreated, maintaining an approximate increase of 50% at the time of reporting [2]. Group 1: Acquisition Details - Yiyuan Wine Industry announced a takeover bid, with Hill Valley Investment Co Ltd, controlled by Yang Lingjiang, agreeing to acquire a total of 589.48 million shares, representing about 73.63% of the company's issued share capital, for a total consideration of HKD 73.6298 million, equating to approximately HKD 0.12491 per share [2]. - The agreement includes the acquisition of 411.35 million shares (approximately 51.38%) from the first seller for about HKD 51.3802 million, 173.18 million shares (approximately 21.63%) from the second seller for about HKD 21.6313 million, and 4.95 million shares (approximately 0.62%) from the third seller for about HKD 0.06183 million [2]. Group 2: Payment and Offer Conditions - The acquirer has paid 30% of the total consideration as the first installment, with the remaining balance due within nine months after the completion date, which is set for December 12, 2025, with a possible extension of up to three months [3]. - Following the completion of the transaction, the acquirer and its concert parties will collectively hold 589.48 million shares, accounting for 73.63% of the total issued share capital [3]. Group 3: Offer Price and Market Strategy - The mandatory unconditional cash offer price is set at HKD 0.12491 per share, representing a discount of approximately 52.86% compared to the closing price of HKD 0.2650 on December 9, 2025 [3]. - Yang Lingjiang aims to maintain the company's listing status on the stock exchange and intends to leverage 1919 and strategic partner Tianmu International Wine Industry to create an open ecological platform for the wine industry, focusing on efficient connections between upstream brands, channels, and consumers [3].

Group 1 - The top gainers in the Hong Kong stock market as of December 31 include Yiyuan Wine Industry (08146.HK) with a rise of 66.04%, Delin Holdings (01709.HK) up by 34.41%, and Yucheng Logistics (08489.HK) increasing by 19.70% [1][2] - Other notable gainers are Wanma Holdings (06928.HK) with an increase of 11.52%, Shou控 Group (01269.HK) rising by 10.00%, and Xingkong Huawen (06698.HK) up by 8.82% [1][2] - The list also includes China Property Investment (00736.HK) with an 8.57% increase, Gaoshan Enterprises (00616.HK) rising by 6.76%, Zhongbao New Materials (02439.HK) up by 6.55%, and KEEP (03650.HK) with a gain of 5.95% [1][2]

Core Viewpoint - Yiyuan Wine Industry (08146) experienced a significant stock price surge, rising by 160% at one point and currently up by 86.79% to HKD 0.495, with a trading volume of HKD 1.655 million [1] Group 1: Acquisition Details - Yiyuan Wine announced that Hill Valley Investment Co Ltd intends to acquire approximately 589 million shares for a total consideration of about HKD 73.6298 million, representing approximately 73.63% of the issued share capital [1] - Following the completion of the acquisition, the offeror and its concert parties are required to make a mandatory unconditional cash offer at a price of HKD 0.12491 per share, which is a discount of approximately 52.86% compared to the closing price of HKD 0.265 before the suspension [1] - The offeror, Yang Lingjiang, plans to maintain the company's listing on the Hong Kong Stock Exchange [1]

Core Viewpoint - Yiyuan Wine Industry (08146) experienced a significant stock price surge, rising by 160% at one point and currently up by 86.79% to HKD 0.495, with a trading volume of HKD 1.655 million [1] Group 1: Acquisition Details - Hill Valley Investment Co Ltd has announced an acquisition of approximately 589 million shares of Yiyuan Wine Industry, representing about 73.63% of the issued share capital, for a total consideration of approximately HKD 73.6298 million [1] - Following the completion of the acquisition, the offeror and its concert parties are required to make a mandatory unconditional cash offer at a price of HKD 0.12491 per share, which reflects a discount of approximately 52.86% compared to the closing price of HKD 0.265 before the suspension [1] - The offeror, Yang Lingjiang, intends to maintain the company's listing on the Hong Kong Stock Exchange [1]

Group 1 - The company, Yiyuan Wine Industry (08146), has applied to the Stock Exchange for the resumption of trading of its shares on GEM starting from 9:00 AM on December 31, 2025 [1][3]

Core Viewpoint - Hill Valley Investment Co Ltd has successfully completed the acquisition of approximately 589 million shares of Yiyuan Wine Industry (08146.HK), representing about 73.63% of the total issued share capital as of the announcement date [1] Group 1 - The total consideration for the acquisition amounts to approximately HKD 73.6298 million [1] - The price per share for the acquired shares is approximately HKD 0.12491 [1]

Core Viewpoint - Hill Valley Investment Co Ltd has completed the acquisition of approximately 589 million shares of Yiyuan Wine Industry (08146), representing about 73.63% of the total issued share capital as of the announcement date, for a total consideration of approximately HKD 73.6298 million, equating to about HKD 0.12491 per share [1] Group 1 - The mandatory unconditional cash offer will be made by the offeror to acquire all offer shares, excluding those already owned or agreed to be acquired by the offeror [1] - The cash offer price of HKD 0.12491 per share represents a discount of approximately 52.86% compared to the closing price of HKD 0.2650 per share reported on December 9, 2025, on the GEM of the Stock Exchange [1] - The company has applied to the Stock Exchange for the resumption of trading of its shares on GEM starting from 9:00 AM on December 31, 2025 [1] Group 2 - The offeror is ultimately wholly owned by Mr. Yang Lingjiang, who is the sole director of the offeror [1]