Numans Health Food Holdings Announces Significant Acquisition of XtalPi Shares

Key Points of the Announcement

• Acquisition Details: On 4 March 2026, Numans Health Food Holdings Company Limited (“Numans” or “the Company”) acquired 2,000,000 shares of XtalPi Holdings Limited (“XtalPi”) via the open market for an aggregate consideration of approximately HK\$19.73 million (inclusive of stamp duty and related expenses).
• Average Purchase Price: The average purchase price per XtalPi share was approximately HK\$9.86.
• Previous Acquisitions: The Group had previously acquired a total of 10,000,000 XtalPi Shares on 5 January, 27 January, 28 January, and 5 February 2026, for an aggregate consideration of approximately HK\$118.4 million.
• Funding Source: The latest acquisition was fully funded by internal resources, and did not use proceeds from the Company’s IPO.
• Listing Rules Implications: When aggregated with previous acquisitions, the total transaction size triggers a “discloseable transaction” status under Hong Kong Listing Rules, as applicable percentage ratios exceed 5% but are below 25%.

Company Background & Strategic Rationale

Numans Health Food Holdings is primarily engaged in investment holding and the marketing, sales, and distribution of finished nutritional products in China under its proprietary brands “紐曼思” and “紐曼斯” (“Nemans”). Its product categories include algal oil DHA, probiotics, vitamins, multi-nutrients, and algal calcium products.

The Company has surplus cash due to the prevailing low interest rate environment and is seeking investment opportunities to enhance returns on idle funds and improve capital efficiency. The acquisition of XtalPi shares—an industry leader in drug discovery solutions—is viewed as a strategic move to potentially benefit from capital appreciation and strengthen the Group’s investment portfolio.

About XtalPi Holdings Limited

• Business Profile: XtalPi is a quantum physics-based, AI-powered, and robotics-driven R&D platform, offering drug and material science solutions. Its customers include 17 of the top 20 global biotech and pharmaceutical companies, such as Pfizer Inc., Johnson & Johnson, and Merck KGaA, as well as major players in materials science like Sinopec Shanghai Research Institute.
• Financial Highlights:
  • For the six months ended 30 June 2025:
    • Revenue: RMB 517,076,000
    • Profit before tax: RMB 75,609,000
    • Total assets: RMB 7,718,140,000
    • Net assets: RMB 7,028,666,000
  • For the year ended 31 December 2024:
    • Revenue: RMB 266,433,000
    • Loss before tax: RMB (1,514,869,000)
    • Total assets: RMB 4,354,740,000
    • Net assets: RMB 3,992,307,000
  • For the year ended 31 December 2023:
    • Revenue: RMB 174,420,000
    • Loss before tax: RMB (1,906,323,000)
    • Total assets: RMB 4,005,701,000
    • Net liabilities: RMB (7,241,242,000)
• Growth Trajectory: XtalPi has shown a sharp turnaround in profitability for the six months ended 30 June 2025, which may signal improved operational efficiency and business prospects.

Implications for Shareholders

• Potential Price Sensitivity: The acquisition increases Numans’ exposure to XtalPi, whose share price may be impacted by its improving financial performance and industry leadership in drug discovery and material science solutions.
• Capital Appreciation Opportunity: The Directors are optimistic about XtalPi’s future prospects and believe the investment could yield capital gains if XtalPi’s share price appreciates.
• Transaction Transparency: All acquisitions were conducted in the open market at prevailing prices, ensuring fair terms. The identities of counterparties are unknown but believed to be independent third parties.
• Regulatory Disclosure: The transaction remains discloseable but does not trigger requirements for shareholder approval or more stringent regulatory actions.
• Use of Funds: The acquisition was funded by internal resources, safeguarding IPO proceeds for their intended uses.

Board Composition

The Board comprises Mr. Wang Ping (Chairman and Executive Director), Ms. Cui Juan (Executive Director), Mr. Chan Hok Leung (Non-Executive Director), and Ms. Yim Wing Yee, Mr. Lau Kwok Fai Patrick, and Mr. Yu Tsz Ngo (Independent Non-Executive Directors).

Conclusion

Numans Health Food Holdings’ strategic investment in XtalPi shares—now totaling 12,000,000 shares with a combined investment of over HK\$138 million—marks a significant move to enhance capital efficiency and diversify its portfolio. Shareholders should monitor developments in XtalPi’s financial performance and share price, as these may positively impact Numans’ investment returns and potentially influence Numans’ own share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult professional advisors before making investment decisions. The information herein is based on the latest public announcements and may be subject to change.

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