The Target is a profitable digital technology service provider anchored in "AI + Big Data". Its technical framework incorporates advanced capabilities in privacy‑computing, large‑language‑model ("LLM") applications and machine‑learning algorithms. By combining privacy‑computing technologies with machine‑learning capabilities, the Target has built a robust data‑model ecosystem interconnected via nodes and application‑programming interfaces ("APIs"). The Target’s core value proposition lies in delivering intelligent‑decision‑making‑related services. The Target’s client base comprises large corporations as well as small‑and‑medium‑sized companies.
Pursuant to the MOU, ZentoAI holds the right to acquire a controlling stake in the Target. Transaction consideration may consist of cash and/or newly‑issued equity securities of the Company. All definitive commercial terms of the proposed transaction will be further negotiated and documented in mutually‑acceptable definitive transaction agreements. Notwithstanding certain binding provisions under the MOU (including confidentiality and governing‑law provisions), the MOU does not legally oblige either party to consummate the acquisition. Completion of the contemplated transaction remains subject to satisfactory due‑diligence reviews, negotiation and execution of definitive transaction documentation, requisite board approvals and other customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed acquisition will be completed.