Zhitong Finance App News, International Commercial Settlement (00147) announced that on October 30, 2026 (after the trading period), the company entered into a share purchase agreement with the seller Brainwave Innovations Limited and the seller's guarantor. According to this, the company conditionally agreed to buy and the seller conditionally agreed to sell sales shares at a cost of HK$563 million (all shares of the target company QuantumCompute Solutions Limited).
Upon completion, the target company will become a wholly-owned subsidiary of the company, and the target group's financial results will be incorporated into the group's financial statements.
On the date of this announcement, the target company directly owns all of Neuro Link's shares, while Neuro Link directly owns all of Tianjing Fulian (Tianjin)'s shares.
As a prerequisite to the share purchase agreement, the target group must carry out and complete the restructuring. Following the completion of the restructuring, with the exception of the following changes, the overall structure of the target group should remain the same as on the day of the share purchase agreement: (i) all shares of Shanghai Tianjing Fuyu will be held by Tianjing Fulian (Tianjin), and not by the seller's guarantor on the date of the share purchase agreement; and (ii) Shanghai Tianjing Fuyu's shares in Shanghai Tianjing Fulian will increase from about 70.28% to about 85.94% on the date of the share purchase agreement.
Shanghai Tianjing Fulian Group is mainly engaged in the design and development of AI SoC products and integrated solutions, with a particular focus on low-power, cost-effective AI computing power and edge computing power applications. With its chip design capabilities and comprehensive technical solutions, Shanghai Tianjing Fulian Group has established a solid technical foundation in AI inference and edge computing power infrastructure.
After completion, the Group plans to continue operating the target group's main business as an independent business. The directors believe that the acquisition will enable the Group to expand its business scope from existing fintech and computing power services to AI chip design and edge computing power infrastructure, thereby enhancing its technical capabilities and building a comprehensive ecosystem covering computer infrastructure, AI chips and AI application solutions. This strategic expansion is consistent with strong growth in AI semiconductors, edge computing power, and digital infrastructure, driven by increasing demand for low-latency real-time AI solutions and supportive government policies that drive semiconductor innovation and investment in digital infrastructure. Given Target Group's expertise in low-power AI SoC design and integrated solutions, the Board believes that Target Group is fully equipped to grasp these macro-trends, explore new growth opportunities, and create long-term value for shareholders.
Upon completion, the Group expects to create strategic synergies mainly at the ecosystem and network levels. By incorporating the target group into the Group's broader corporate landscape, the Group intends to take advantage of the target group's industry networks, strategic partnerships and market influence within the broader digital infrastructure and technology ecosystem. Over time, the expanded network layout is expected to promote strategic links, business referrals and technical exchanges between the target group's chip technology and the Group's existing fintech-related business, thereby expanding the Group's overall industry layout.
As far as management experience is concerned, the Group has accumulated experience in technology-related businesses (including fintech services, computing power infrastructure and digital infrastructure operations). Furthermore, in order to enhance the Group's management expertise in fintech-related businesses, the Group has appointed Dr. Tang Tianshen as the Group's Chief Strategy Advisor. Dr. Tang holds a doctorate degree in electronic engineering from Texas A&M University, USA, and has expertise in academic research, advanced chip design, and semiconductor industry executive leadership. Dr. Tang has served (among others) as Assistant Professor and Tenured Associate Professor at Texas A&M University Kingsville; Lanstar Chief Engineer; Senior Design Manager of Intel Corporation; Chief Technical Officer of Penstar; Vice President of Shanghai Huahong NEC Electronics Co., Ltd.; Vice President of Business Development, Senior Vice President and Executive Vice President of Design Services of SMIC Integrated Circuit Manufacturing Co., Ltd.; President and CEO of Solantro Canada; and CEO of Guangdong Fangyue Technology Co., Ltd. Dr. Tang is currently an executive director of Moxin Artificial Intelligence Technology (Shenzhen) Co., Ltd. and an independent director of Anji Microelectronics Technology (Shanghai) Co., Ltd. Since joining the Group, Dr. Tang has been advising on the development of the Group's fintech-related business (such as evaluating the target group's business prospects and advising the board on acquisitions). After completion, Dr. Tang will continue to provide advice on the strategic development and business operations of the target group. After completion, the Group will continue to draw on the expertise and industry experience of the target group's management and technical team, supported by the Group's management team with strategic guidance.
The Board of Directors intends to continue to operate the Group's existing business after completion and has no intention of terminating or drastically reducing any of the existing business divisions at this time. Instead, the acquisition aims to supplement and enhance the Group's existing business portfolio in fintech and digital infrastructure by shifting to technical hardware and AI chip design capabilities, thereby establishing a more resilient, technology-driven business model and reducing dependence on current cryptocurrency market fluctuations. Looking ahead, the Group will actively monitor market trends and flexibly adjust its development strategy to seize emerging opportunities in different business segments, thereby promoting sustainable growth and enhancing long-term shareholder value.
The board of directors believes that the acquisition is an opportunity to immediately obtain AI chip design capabilities, professional technical talents, mature technology assets, and growth opportunities for the AI industry. Compared to developing such capabilities in-house, the acquisition is expected to accelerate the Group's entry into the field of AI semiconductors and edge computing power, shorten development time, and consolidate the Group's competitive position in the continuously evolving digital economy.
In the long run, the acquisition is expected to help establish an ecosystem covering computing power infrastructure, AI chips and AI application solutions, create sustainable growth drivers, and bring long-term value to shareholders. For the above reasons, the directors believe that the terms of the share purchase agreement and the transactions to be carried out under general commercial terms are fair and reasonable, and that the acquisition is in the overall interests of the Company and shareholders.