SOLARTECH INT'L (01726) intends to sell the True Victor Sale Shares and transfer the True Victor Sale Loan.

SOLARTECH INT'L (01726) announces that on 29 September 2026, the Company entered into the True Victor Sale and Purchase Agreement with the True Victor Buyer, pursuant to which the True Victor Buyer has agreed to purchase and the Company has agreed to sell the True Victor Sale Shares and transfer the True Victor Sale Loan, at a consideration of HK$250.26 million; and the Company entered into the Wonder Time Sale and Purchase Agreement with the Wonder Time Buyer, pursuant to which the Wonder Time Buyer has agreed to purchase and the Company has agreed to sell the Wonder Time Sale Shares and transfer the Wonder Time Sale Loan, at a consideration of HK$500,000, each on the terms and conditions set out in the respective Sale and Purchase Agreements. Upon completion of the Disposals, the Group will cease to have any interest in the Target Group, and the financial results, assets and liabilities of the Target Group will no longer be consolidated into the consolidated financial statements of the Group. The principal business of True Victor is investment holding. The principal business of True Victor Group is the provision of a trading platform business and custodial services. BGE is an indirect wholly-owned subsidiary of True Victor and is principally engaged in the provision of a trading platform business. BGE is a licensed corporation permitted under the Securities and Futures Ordinance to carry on Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. BGE also holds a licence issued under section 53ZRK(1) of the Anti-Money Laundering Ordinance to provide services for operating a virtual asset trading platform. Since True Victor Group was granted the virtual asset trading platform licence, the Target Group has not generated significant revenue. Given the increasing number of trading platforms in Hong Kong and intensifying competition, the Target Group will need to incur substantial and continuous marketing and promotional expenditure to effectively launch and expand its business, and there is no assurance that it will be able to acquire and retain users or generate revenue conversion. The existing promotional budget for the fintech platform business in the first three years exceeds HK$30 million per annum. In addition, the relevant operating costs of the Target Group in operating the fintech platform business are inherently high, as the business is capital-intensive and requires continuous investment in technology, compliance and information technology talent. Over the past few years, the Company has had to continuously seek external debt and equity financing to develop the fintech platform business. In light of the above intensifying market competition, operating pressure and the Company's financial position, the Directors consider that substantial additional external financing through debt and/or equity financing will continue to be required to fund user acquisition marketing activities and to maintain its ongoing technological upgrades, regulatory compliance and talent retention. Reliance on debt financing will increase the Group's finance costs and gearing ratio. On the other hand, equity financing will cause a dilutive effect or financial burden on existing Shareholders. The funding requirements, coupled with the uncertainty of returns on such investments, constitute the reasons for the Disposals. The Disposals enable the Group to realise its investment in the Target Group at a reasonable price by reference to the valuation of True Victor Group and the financial position of Wonder Time Group. Wonder Time Group is an internal service group which only provides support services to True Victor Group and is not a standalone business. Accordingly, the Wonder Time Disposal is carried out together with the True Victor Disposal. In addition, the Disposals enable the Company to recover its past investment in the business and to exit a capital-intensive and highly volatile business. The fintech business is known for its market volatility. Severe structural volatility in the broader cryptocurrency market and increasingly stringent licensing standards triggered over the past few years have gradually and fundamentally altered the economics of the industry, transforming the fintech business into a high capital-intensive operation with diminishing profit margins. In 2026, the global cryptocurrency industry faced another significant correction, substantially compressing total market capitalisation amid interest rate sensitivity and cooling valuations, thereby limiting the industry's growth prospects and bringing uncertainty to its near-term development. Significant uncertainties and risks remain regarding the future development of the Group's fintech platform business. By disposing of the business, the Company can eliminate the recurring capital expenditure and operating expenses associated with the business, thereby freeing up and reallocating financial and management resources to strengthen its other core businesses, which have more predictable revenue streams and lower regulatory risks.