D&G TECH (01301) announced that on November 3, 2026 (after trading hours), relevant members of the group entered into a capital increase and share purchase agreement, a Beijing Youjun shareholders agreement, a Dejun Smart Computing joint venture agreement, a technical cooperation agreement, and an assembly and supply agreement with Beijing Youjun and other contracting parties.
The transactions contemplated under the transaction agreements include the company's investment in Beijing Youjun, the establishment of a joint venture by the company and Beijing Youjun through Dejun Smart Computing, as well as related technical cooperation and assembly and supply arrangements.
Under the capital increase and share purchase agreement, the group has agreed to invest RMB 5 million in Beijing Youjun. Upon completion of the Beijing Youjun matters, the Hainan subsidiary will hold 4% of the enlarged equity of Beijing Youjun.
The Beijing Youjun shareholders agreement sets out the governance arrangements and shareholder rights of Beijing Youjun following the completion of the Beijing Youjun matters.
Under the Dejun Smart Computing joint venture agreement, upon completion of the Dejun Smart Computing matters, Dejun Smart Computing will be 60% held by Infinite Galaxy (a wholly-owned subsidiary of the company) and 40% held by Hong Kong Youjun (a wholly-owned subsidiary of Beijing Youjun), and will continue to be a non-wholly-owned subsidiary of the company.
Under the technical cooperation agreement, the company will provide a production and assembly base at the group's facilities and carry out production and assembly work for Beijing Youjun's modular data center pods, while Beijing Youjun will provide the necessary technical support.
Under the assembly and supply agreement, D&G Machinery will assemble and supply the infrastructure and related systems for a demonstration modular data center pod for Beijing Youjun, with a contract amount of RMB 3.3 million.
The announcement stated that this cooperation aims to combine Beijing Youjun's technology, know-how, and technical capabilities in modular data center infrastructure and integrated computing, energy, and network solutions with the group's production facilities, manufacturing and engineering experience, and supply chain resources.
This cooperation will also leverage the group's international network, commercial resources, and market development capabilities to identify and evaluate potential customers and projects outside mainland China.
Dejun Smart Computing, as an operating platform registered in Hong Kong, is intended to support the deployment and commercialization of these solutions in the relevant markets. Dejun Smart Computing will initially focus on preliminary market exploration and identification of potential business opportunities, and the scope and pace of further development will be determined after evaluating these opportunities.
Specifically, the demonstration project and technical cooperation, as well as the assembly and supply arrangements, will enable the group to utilize its existing production facilities in Langfang City, Hebei Province, China, and its electrical, mechanical, and manufacturing capabilities to assemble and integrate the infrastructure and related systems of modular data center pods in accordance with Beijing Youjun's technical specifications and with its technical support.
The group believes that these activities provide a practical way to apply its existing resources to a new product category and to further develop its production, assembly, and system integration capabilities.
These arrangements will also provide a platform to explore the integration of new energy and sustainable solutions (including energy storage, power management, and thermal management) into the supporting energy infrastructure of modular data center systems.
In summary, the investment in Beijing Youjun, the demonstration project, and the establishment of Dejun Smart Computing provide a path for the group to participate in the modular data center pod and related infrastructure sector in stages.
This approach will enable the group to accumulate relevant technical and operational experience and assess market demand before determining the scope and pace of further business development, and is in line with the group's established business priorities regarding technological innovation, sustainable energy solutions, and broader industrial applications.
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