OSHIDORI (00622) plans to acquire the entire equity interest in Apex Realm Ventures Limited for HK$3.186 billion.

OSHIDORI (00622) announces that on September 20, 2026, the Company (as purchaser) intends to acquire from the seller, Nova Scope Ventures Limited, the entire issued share capital of the target company, Apex Realm Ventures Limited, for a consideration of HK$3.186 billion, to be paid through the allotment and issue of consideration shares. The consideration shares (i.e. 1.180 billion new shares) represent approximately 16.99% of the Company's issued share capital as at the date of this announcement, and approximately 14.53% of the Company's issued share capital as enlarged by the consideration shares (assuming the acquisition has been completed and all consideration shares have been allotted and issued). The target company is a company incorporated under the laws of the British Virgin Islands and is principally engaged in investment holding. As at the date of this announcement, the target company is the sole legal and beneficial owner of the offshore intermediate company, Apex Realm Management Limited, which holds 99% equity interest in the PRC intermediate company (Haikou Guangzhi Teke Technology Co., Ltd.), and the PRC intermediate company in turn holds approximately 50.10% equity interest in the PRC operating company (Terminus (Shanghai) Intelligent Technology Co., Ltd.). The remaining 1% equity interest in the PRC intermediate company and the remaining approximately 49.90% equity interest in the PRC operating company are held by an independent third party, Terminus Ecological Technology Co., Ltd. Accordingly, the principal asset of the target company is its beneficial indirect ownership of approximately 49.60% equity interest in the PRC operating company. The PRC operating company is a leading supplier of AI infrastructure, computing power leasing, model services and agent applications. It independently develops inference engines and heterogeneous computing systems capable of scheduling computing power across different ecosystems, clusters and cloud platforms. The PRC operating company has the capability to undertake projects of various scales and has completed multiple flagship projects. Its customers span multiple industries, including the internet, automotive, energy and telecommunications sectors. In view of the recent acceleration in the pace of commercial deployment of global AI technology, computing power infrastructure is a core pillar supporting industry development, and market demand for computing power is experiencing explosive growth. The Company believes that the industry has sound long-term growth prospects. The Company is confident in the development prospects of the AI computing power industry and believes that, as China's digital economy and the industrialization of AI technology continue to develop, the AI infrastructure industry has enormous growth potential. The Directors believe that, compared with certain traditional industry assets, AI computing power assets with strong technical capabilities possess higher growth potential and long-term investment value. The Directors believe that the acquisition presents an attractive strategic opportunity for the Company to participate in the fast-growing AI-related industry through a long-term significant equity investment. Upon completion, the target group will be classified as a long-term significant investment of the Company. The target group possesses deep technical accumulation and a stable, high-quality customer base in the AI intelligent computing infrastructure sector. Its core operating entity, the PRC operating company, has mastered independently controllable heterogeneous computing power scheduling capabilities and has experience in undertaking large-scale intelligent computing projects at the ten-thousand-card level, and has implemented multiple benchmark projects across various industries. The Directors believe that the target group's industrial operating capabilities and asset quality will help enhance the overall investment portfolio returns of the Group and diversify risks. The management and technical leadership team of the target group comprises scientists and engineers with extensive experience in the computing power and artificial intelligence industries. Team members have received internationally recognized honors for their technical contributions in the engineering field. Upon completion, the Company expects the acquisition to generate synergies with its existing financial services business and to enhance the Group's technical knowledge and information technology infrastructure. The Directors confirm that, in order to support the future growth and business development of the target group, further capital injection may be required in the future. The Company will, if necessary, safeguard the overall interests of the Company and its shareholders through the Group's existing financial resources and, where applicable, fundraising activities.