KWG Group Holdings (KWG Group) has agreed to dispose of its entire 50% stake in Precious Wave Investments—held through wholly owned subsidiary Best Day Enterprises—to Winner Galaxy, an investment vehicle wholly owned by Sun Hung Kai Properties (China).

The headline consideration is RMB 160.00 million, payable at completion. A further payment of 33.33% of any corporate-income-tax refund received by the underlying PRC entity, capped at RMB 128.00 million, could lift total proceeds to a maximum RMB 202.66 million.

Precious Wave, via its Hong Kong subsidiary Quality Express, owns 66.66% of Guangzhou Fujing Real Estate Development (EJV), giving KWG Group an indirect 33.33% interest in the EJV. The EJV’s assets comprise the 459,540-sq m International Grand City (IGC) Mall, Conrad Guangzhou hotel and associated parking facilities in Guangzhou’s Pearl River New Town.

For the years ended 31 December 2024 and 2025, the Target Company booked unaudited net losses of RMB 1.13 billion and RMB 1.53 billion, respectively. As at 31 December 2025, its unaudited consolidated net asset value stood at RMB 27.00 million.

KWG Group expects to record a disposal gain of approximately RMB 146.50 million, calculated as the initial consideration less 50% of the Target’s net asset value. Proceeds are earmarked for general corporate purposes and ongoing debt restructuring.

Completion is conditional on PRC tax clearance, settlement of outstanding matters among stakeholders, confirmation of property management arrangements for the IGC Mall, discontinuation of related Hong Kong litigation, and the accuracy of the Vendor’s warranties. The onshore transfer of Guangzhou R&F’s 33.34% stake in the EJV to a Sun Hung Kai Properties (China) subsidiary will close concurrently.

The transaction qualifies as a major transaction under Hong Kong Listing Rules, with the highest applicable percentage ratio between 25% and 75%. Majority shareholder Mr. Kong Jianmin and concert parties—holding roughly 1.996 billion shares or 58.38% of issued share capital—have provided written approval, waiving the need for an extraordinary general meeting. A circular detailing the deal is slated for dispatch on or before 16 June 2026.