OSHIDORI (00622) has announced an agreement to purchase the entire issued share capital of Apex Realm Ventures Limited from seller Nova Scope Ventures Limited. The transaction, valued at HK$3.186 billion, will be settled through the allotment and issuance of consideration shares.
The consideration shares, totaling 1.18 billion new shares, represent approximately 16.99% of the company's issued share capital as of the announcement date. Following completion of the acquisition, this figure will equate to roughly 14.53% of the enlarged issued share capital, assuming all consideration shares are duly allotted and issued.
Apex Realm Ventures, incorporated under the laws of the British Virgin Islands, operates primarily as an investment holding entity. It serves as the sole legal and beneficial owner of offshore intermediate company Apex Realm Management Limited, which in turn holds a 99% stake in China-based intermediate company Haikou Guangzhi Tech Technology Co., Ltd. This Chinese entity owns approximately 50.10% of the operating company, Terminus (Shanghai) Intelligent Technology Co., Ltd. The remaining 1% of the Chinese intermediate company and approximately 49.90% of the operating company are held by independent third party Terminus Ecological Technology Co., Ltd. Consequently, Apex Realm Ventures' principal asset is its beneficial indirect interest of approximately 49.60% in the Chinese operating company.
The operating company stands as a leading provider of AI infrastructure, computing power leasing, model services, and intelligent agent applications. It has developed proprietary inference engines and heterogeneous computing systems capable of scheduling computing resources across diverse ecosystems, clusters, and cloud platforms. The company has demonstrated its ability to undertake projects of various scales, having completed multiple flagship initiatives. Its client base spans several industries, including internet, automotive, energy, and telecommunications sectors.
Given the accelerating pace of commercial deployment of AI technologies globally, computing power infrastructure has emerged as a core pillar supporting industry development, with market demand for computing resources experiencing explosive growth. The company recognizes the strong long-term growth prospects of this sector. Management expresses confidence in the future of the AI computing industry, believing that as China's digital economy and AI technology industrialization continue to evolve, the AI infrastructure sector holds substantial growth potential.
The directors consider that, compared with certain traditional industry assets, AI computing assets with robust technological capabilities offer higher growth potential and greater long-term investment value. The acquisition presents an attractive strategic opportunity for the company to participate in the rapidly expanding AI-related industry through a significant long-term equity investment. Upon completion, the target group will be classified as a long-term material investment of the company.
The target group has accumulated deep technical expertise and a stable base of quality customers in the AI intelligent computing infrastructure field. Its core operating entity has mastered independent and controllable heterogeneous computing scheduling capabilities, with experience in undertaking massive-scale intelligent computing projects involving ten-thousand-card clusters, and has successfully implemented benchmark projects across multiple industries. The directors believe that the target group's operational capabilities and asset quality will help enhance the overall portfolio returns of the group while diversifying risk.
The target group's management and technical leadership team brings together scientists and engineers with extensive experience in the computing power and artificial intelligence sectors. Team members have received internationally recognized honors for their technical contributions in engineering. Upon completion, the company anticipates that the acquisition will generate synergies with its existing financial services business while enhancing the group's technical knowledge and information technology infrastructure.
The directors confirm that further capital injections may be required in the future to support the target group's growth and business development. The company will, if necessary, utilize the group's existing financial resources and, where applicable, fundraising activities to safeguard the overall interests of the company and its shareholders.
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