JIUMAOJIU (09922) announced that on February 27, 2026 (Hong Kong time), the company (i) entered into a share subscription agreement with the target company to subscribe for and purchase approximately 48.2044 million Series A preferred shares for $28 million; and (ii) entered into separate share purchase agreements with eight selling shareholders, under which the company agreed to purchase a total of approximately 25.8238 million shares of the same class of preferred stock from the sellers (these shares will subsequently be converted into Series A preferred shares of the target company), for a total purchase price of $15 million.

The target company is a North American chain restaurant operator under the "Big Way Hot Pot" brand, offering a self-selection hot pot dining experience. Its distinctive feature allows customers to choose from a wide variety of high-quality meats, seafood, fresh vegetables, and assorted condiments to create their own meal, which is then cooked in individually served flavorful broths.

As part of the proposed restructuring outlined in the transaction documents, upon completion of the deal, JIUMAOJIU will hold an approximately 49.0% participatory interest in the "Big Way Hot Pot" business through the target company and/or other entities with an identical equity structure.

As of the date of this announcement, the "Big Way Hot Pot" brand has established a total of 21 restaurants across the Greater Vancouver area, Toronto, and California.

Following the transaction's completion, the target company will have Class A and Class B shares. Each Class A share carries one vote and one participation right, while each Class B share carries weighted voting rights but no participation rights.

Xinzhong Yao will control approximately 86.7% of the voting rights and approximately 39.4% of the participation rights in the target company through his personal holdings, his wholly-owned company 1576825 B.C. Ltd., and his family trust, the LY Trust.

By holding approximately 49.0% of the Class A shares in the target company, JIUMAOJIU will control approximately 10.8% of the voting rights and approximately 49.0% of the participation rights.

The target company will not become a subsidiary of JIUMAOJIU, and its financial results will not be consolidated into the group's financial statements.