Core Viewpoint - The proposed acquisition of Hubei Daguan Tea Industry Group by Oriental Rise Holdings is expected to enhance upstream supply control, improve product mix, and advance the company's vertical integration strategy [1][2]. Company Overview - Oriental Rise Holdings Limited is an integrated tea supplier in mainland China, focusing on the cultivation, processing, and sale of tea products, including primarily-processed and refined white and black teas [8]. - The company operates tea gardens in Zherong County, Ningde City, Fujian Province, and serves both wholesale distributors and end-user retail customers [8]. Proposed Transaction Details - The company has entered into a non-binding letter of intent to acquire a controlling equity interest in Daguan Tea, a leading tea producer and processor based in Hubei Province [1][2]. - The transaction aims to strengthen control over core tea raw material resources, optimize cost structure, and enhance the development of higher value-added tea products [2]. Strategic Benefits - If completed, the acquisition is expected to generate strategic benefits by combining Oriental Rise's public company platform, capital market access, branding capabilities, and nationwide distribution network with Daguan Tea's upstream resources and production strengths [5]. - Anticipated benefits include improved supply stability and quality control, a more favorable product mix with increased exposure to higher-margin offerings, enhanced supply-chain coordination, and improved operating leverage for future growth initiatives [5]. Daguan Tea Overview - Daguan Tea is a vertically integrated tea enterprise with operations in tea cultivation, processing, product development, and brand management [3]. - The company has substantial self-owned tea plantation resources and modern production facilities capable of producing a wide range of tea products, including premium and export-grade teas [3][4]. Vertical Integration Strategy - The proposed acquisition reflects Oriental Rise's ongoing execution of its vertical integration strategy, focusing on expanding across the tea value chain from cultivation to export [6]. - Management emphasizes that securing upstream resources and production capacity is crucial for enhancing long-term competitiveness and earnings quality in the tea industry [7].

Core Viewpoint - Oriental Rise Holdings Limited is conducting a public offering of up to 14,800,000 Units at a price of US$0.4681 per Unit, aiming to raise approximately US$6.9 million for various corporate purposes [1][2]. Group 1: Offering Details - The Offering consists of Units that include one Ordinary Share and one Common Warrant, with the Common Warrant exercisable at the same price as the Unit [1]. - The Common Warrants will have a downward adjustment in exercise price to 70% and 50% of the initial price on the 5th and 10th trading days post-closing, respectively [1]. - The Offering is expected to close on July 23, 2025, subject to customary closing conditions [2]. Group 2: Use of Proceeds - Proceeds from the Offering will be allocated for general corporate purposes, working capital, sales network expansion, and production capacity enhancement [2]. Group 3: Company Overview - Oriental Rise Holdings Limited is an integrated supplier of white and black tea products in mainland China, with operations covering cultivation, processing, and sales [6]. - The company operates tea gardens in Zherong County, Ningde City, Fujian Province, focusing on both wholesale and retail markets [6].

Core Viewpoint - Oriental Rise Holdings Limited has received a notification from Nasdaq regarding non-compliance with the minimum bid-price requirement due to its ordinary shares trading below US $1.00 for 30 consecutive business days [1][2]. Compliance Status - The closing bid price of the Company's ordinary shares was below US $1.00 from May 15, 2025, to June 27, 2025 [2]. - The Company has a 180-calendar-day compliance period, ending on December 29, 2025, to regain compliance with the minimum bid-price rule [2]. - If the closing bid price reaches at least US $1.00 for a minimum of 10 consecutive business days during this period, Nasdaq will confirm compliance [2]. Potential Actions - If compliance is not regained within the initial period, the Company may be eligible for an additional 180-calendar-day grace period, provided it meets other continued-listing criteria [3]. - The Company may consider implementing a reverse stock split if necessary to regain compliance [3]. Company Operations - Oriental Rise is an integrated supplier of tea products in mainland China, focusing on white and black tea [5]. - The Company's operations include cultivation, processing, and sale of tea products to both wholesale distributors and retail customers [5]. - The Company operates tea gardens located in Zherong County, Ningde City, Fujian Province [5].