AGTech Holdings announced that its indirect wholly-owned subsidiary, mFinance, has signed a Capital Increase Agreement to subscribe for 3.00 million new common shares of Ant Bank (Macao) at MOP100 (HK$97) per share, representing a total consideration of MOP300.00 million (HK$291.27 million). The subscription price was negotiated on an arm’s-length basis, taking into account the bank’s working-capital position and regulatory capital requirements in Macau. Payment will be funded entirely by the Group’s internal cash reserves.
Upon completion, mFinance’s equity interest in Ant Bank (Macao) will rise from 51.5 % to 67.3 %, while Xunyi (Macau) Holding and Yinyi (Macau) Investment—both indirect subsidiaries of Ant International—will hold 16.4 % and 16.3 %, respectively. The bank will remain an indirect non-wholly-owned subsidiary of AGTech. The capital base of Ant Bank (Macao) will expand to MOP920.00 million from MOP620.00 million.
Financial data disclosed for Ant Bank (Macao) show audited net losses of MOP49.89 million (HK$48.43 million) and MOP23.80 million (HK$23.10 million) for 2023 and 2024, and an unaudited net loss of MOP42.21 million (HK$40.99 million) for 2025. Unaudited net assets stood at MOP376.32 million (HK$365.36 million) as at 31 December 2025.
Because Xunyi and Yinyi are connected persons under Chapter 20 of the GEM Listing Rules, the capital increase constitutes both a connected and discloseable transaction. Applicable percentage ratios exceed 5 % but remain below 25 %, triggering reporting, announcement, circular and independent shareholders’ approval requirements. An Independent Board Committee has been formed, and Altus Capital Limited appointed as Independent Financial Adviser. A shareholder circular is slated for dispatch by 12 May 2026, ahead of a special general meeting where independent shareholders will vote on the proposal.
Completion is conditional upon regulatory approvals—including from the Monetary Authority of Macau—corporate authorisations, and execution of a revised shareholders’ agreement that will maintain board control by mFinance (three directors) alongside two directors from the Ant shareholders. Closing is expected within ten business days after all conditions are met.
AGTech’s board states that the transaction will strengthen Ant Bank (Macao)’s capital position, ensure compliance with Macau’s minimum own-funds requirements, and deepen AGTech’s presence in the territory’s banking sector. Shareholders and potential investors are advised to exercise caution, as the deal’s consummation remains subject to the satisfaction or waiver of all precedent conditions.
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