IB SETTLEMENT (00147) plans to acquire the entire equity interest in Quantum Compute Solutions Limited for HK$563 million.

IB SETTLEMENT (00147) announces that on 30 October 2026 (after trading hours), the Company, the Seller Brainwave Innovations Limited and the Seller's Guarantor entered into a share purchase agreement, pursuant to which the Company has conditionally agreed to acquire and the Seller has conditionally agreed to sell the Sale Shares (the entire equity interest in the Target Company, Quantum Compute Solutions Limited) for a consideration of HK$563 million. Upon completion, the Target Company will become a wholly-owned subsidiary of the Company, and the financial results of the Target Group will be consolidated into the financial statements of the Group. As at the date of this announcement, the Target Company directly owns the entire equity interest in Neuro Link, and Neuro Link directly owns the entire equity interest in Tianjing Fulian (Tianjin). As one of the conditions precedent to the Share Purchase Agreement, the Target Group shall undergo and complete a restructuring. Immediately upon completion of the Restructuring, the overall structure of the Target Group shall remain unchanged from that as at the date of the Share Purchase Agreement, except for the following changes: (i) the entire equity interest in Shanghai Tianjing Fuyu will be held by Tianjing Fulian (Tianjin) instead of by the Seller's Guarantor as at the date of the Share Purchase Agreement; and (ii) Shanghai Tianjing Fuyu's equity interest in Shanghai Tianjing Fulian will increase from approximately 70.28% as at the date of the Share Purchase Agreement to approximately 85.94%. The Shanghai Tianjing Fulian Group is principally 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 applications. Leveraging its chip design capabilities and comprehensive technical solutions, the Shanghai Tianjing Fulian Group has established a solid technical foundation in AI inference and edge computing infrastructure. Upon completion, the Group intends to continue operating the principal businesses of the Target Group as a standalone business. The Directors believe that the Acquisition will enable the Group to expand its business scope from its existing fintech and computing power services to AI chip design and edge computing infrastructure, thereby enhancing its technical capabilities and building a comprehensive ecosystem covering computing infrastructure, AI chips and AI application solutions. This strategic expansion is in line with the strong growth in the AI semiconductor, edge computing and digital infrastructure sectors, which is driven by increasing demand for low-latency real-time AI solutions and supportive government policies promoting semiconductor innovation and digital infrastructure investment. Given the Target Group's expertise in low-power AI SoC design and integrated solutions, the Board believes that the Target Group is well positioned to capture these macro trends, explore new growth opportunities and create long-term value for Shareholders. Upon completion, the Group expects to create strategic synergies primarily at the ecosystem and network levels. By incorporating the Target Group into the Group's broader corporate landscape, the Group intends to leverage the Target Group's industry network, strategic partnerships and market influence within the broader digital infrastructure and technology ecosystem. Over time, this expanded network is expected to facilitate strategic connections, business referrals and technical exchanges between the Target Group's chip technology and the Group's existing fintech-related businesses, thereby expanding the Group's overall industry presence. In terms of management experience, the Group has accumulated experience in technology-related businesses (including fintech services, computing power infrastructure and digital infrastructure operations). In addition, to strengthen the Group's management expertise in fintech-related businesses, the Group has appointed Dr. Tang Tianshen as the Chief Strategic Advisor of the Group. Dr. Tang holds a Ph.D. in Electrical Engineering from Texas A&M University in the United States and possesses expertise covering academic research, advanced chip design and executive leadership in the semiconductor industry. Dr. Tang has previously served as, among others, Assistant Professor and tenured Associate Professor at Texas A&M University-Kingsville; Chief Engineer at Lanstar; Senior Design Manager at Intel Corporation; Chief Technology Officer at Penstar; Vice President of Shanghai Hua Hong NEC Electronics Co., Ltd.; Vice President of Business Development, Senior Vice President of Design Services and Executive Vice President of Semiconductor Manufacturing International Corporation; President and Chief Executive Officer of Solantro of Canada; and Chief Executive Officer of Guangdong Yuefang Technology Co., Ltd. Dr. Tang currently serves as 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 businesses (for example, assessing the business prospects of the Target Group and advising the Board on the Acquisition). Upon completion, Dr. Tang will continue to advise on the strategic development and business operations of the Target Group. Upon completion, the Group will continue to leverage the expertise and industry experience of the Target Group's management and technical teams, supported by strategic guidance from the Group's management team. The Board intends to continue operating the Group's existing businesses upon completion and currently has no intention to terminate or materially scale down any existing business segment. Instead, the Acquisition aims to complement and enhance the Group's existing business portfolio in fintech and digital infrastructure by pivoting towards technology hardware and AI chip design capabilities, thereby establishing a more resilient, technology-driven business model and reducing reliance on fluctuations in the current cryptocurrency market. Looking ahead, the Group will actively monitor market trends and flexibly adjust its development strategy to capture emerging opportunities across different business segments, thereby driving sustainable growth and enhancing long-term value for Shareholders. The Board believes that the Acquisition represents an opportunity to immediately acquire AI chip design capabilities, professional technical talent, mature technology assets and growth opportunities in the AI industry. Compared with developing such capabilities internally, the Acquisition is expected to accelerate the Group's entry into the AI semiconductor and edge computing sectors, shorten development time and strengthen the Group's competitive position in the evolving digital economy. In the long term, the Acquisition is expected to help establish an ecosystem covering computing power infrastructure, AI chips and AI application solutions, create sustainable growth momentum and bring long-term value to Shareholders. For the reasons set out above, the Directors believe that the terms of the Share Purchase Agreement and the transactions contemplated thereunder are entered into on normal commercial terms, are fair and reasonable, and that the Acquisition is in the overall interests of the Company and the Shareholders.