AUTOMATED SYS(00771) sells safety certification services and provides limited guarantees.

date
17:54 09/01/2026
avatar
GMT Eight
The automatic system (00771) announces that on January 9, 2026, the Company and its affiliate i-Sprint Holdings entered into a Share Purchase Agreement with Secure Trust Technologies, a third party (buyer) independent of the Company and its related parties. After the transaction with i-Sprint, the Group will no longer hold any shares in i-Sprint Holdings. The Board believes that selling this business will enable both the Company and i-Sprint Holdings to focus on their respective core business strengths and enhance operational flexibility in their respective service areas.
AUTOMATED SYS(00771) issued a notice that on January 9, 2026, the Company's joint venture i-Sprint Holdings and Secure Trust Technologies, independent third party buyers (Buyers) who have no relationship with the Company or its related parties, entered into a share purchase agreement (Share Purchase Agreement). After the i-Sprint transaction, the Group will no longer hold any shares in i-Sprint Holdings. The Board of Directors believes that selling this business will allow the Company and i-Sprint Holdings to focus on their respective core business strengths and enhance operational flexibility in their respective service regions. As a condition precedent to the Share Purchase Agreement, on January 9, 2026 (after the trading session ends), the Company's wholly-owned subsidiary ASL Security, together with Great Ally, Hu Liankui (together with ASL Security, the "Guarantors"), entered into a guarantee deed with the Buyer, whereby the Guarantors agreed to provide separate liability guarantees to the Buyer as a guarantee for certain ongoing operational obligations of i-Sprint Holdings under the Share Purchase Agreement for a specified period of time, as one of the commercial requirements of the i-Sprint transaction as a whole. The guarantee ceiling is $87.9423 million, equivalent to 100% of the consideration. In addition, ASL Security's separate liability ceiling is $34.4745 million, representing approximately 39.2013% of the consideration (including ASL Security's shareholding in i-Sprint Holdings and minority shareholders' shareholding). Regarding the i-Sprint transaction, the Group expects a cash inflow of approximately $24.80 million to be invested in regional business development. The guarantees provided under the guarantee deed are related to the i-Sprint transaction under the Share Purchase Agreement and serve as a guarantee for certain ongoing operational obligations of i-Sprint Holdings under the Share Purchase Agreement for a specified period of time, as one of the commercial requirements of the i-Sprint transaction as a whole. Under the guarantee deed, the Group's risk exposure is limited to specific categories of obligations of the principal seller, such as breaches of fundamental warranties (including matters related to title and capacity), tax warranties, and claims for other contract warranties set forth in the Share Purchase Agreement. The guarantees do not cover liabilities beyond the scope of the warranties and indemnities provisions of the agreement. The Directors believe that although providing guarantees is not a common practice in the Group's daily and general business processes, the terms of the guarantee deed were agreed upon through fair negotiation to limit ASL Security's liability ceiling to $34.4745 million, representing approximately 39.2013% of the consideration (including ASL Security's shareholding in i-Sprint Holdings and minority shareholders' shareholding), and are in line with general commercial terms, fair and reasonable, and in the overall best interests of the Company and its shareholders.