ZXZN QI-HOUSE(08395): Intends to acquire all shares of investment in Dianshi Technology, trading will resume on May 22nd.

ZXZN QI-HOUSE (08395) announced that on May 21, 2026, the buyer (Qi-House Investment Group Limited, a wholly-owned subsidiary of the company) entered into a sale and purchase agreement with the seller (Rock Group Holdings Limited) and the sellers guarantor, whereby the buyer conditionally agreed to acquire all the issued share capital of the target company (Rock Technology Investment Limited) and assume the sales loan, at a maximum consideration of HK$185 million. The consideration is to be paid as follows: (1) HK$85 million in cash; (2) HK$50 million by issuing 62.5 million Class A consideration shares; (3) HK$50 million by issuing 62.5 million Class B consideration shares. The consideration shares represent (i) 7.89% of the existing issued share capital on the date of the announcement; (ii) approximately 7.18% of the total issued share capital post-expansion through placements and issuing of consideration shares; (iii) approximately 6.70% of the total issued share capital post-expansion through placements, issuing of consideration shares, assuming no other changes to the share capital until completion. The target company is a limited company registered in Hong Kong on December 10, 2025, primarily engaged in investment holding business. As of the date of the announcement, the target company holds 30% of TGX's issued share capital. As disclosed in an announcement dated January 26, 2026 by AsiaTech, TGX (a subsidiary of AsiaTech) entered into a technical service agreement with the Hong Kong Gold Exchange on January 26, 2026, whereby TGX is required to provide various technical services to the Hong Kong Gold Exchange, designing, developing, operating, and maintaining a secure and stable electronic trading, clearing, and settlement platform for the Hong Kong Gold Exchange, its users, and other clients, as well as providing related technical advice, system support, and innovative services. The Group understands that TGX has developed an electronic trading, clearing, and settlement platform for the Hong Kong Gold Exchange, supporting physical gold and tokenized gold (including blockchain-based trading) to create a digital and sustainable "green gold." The directors are encouraged by indirectly investing in TGX through collaboration with the Hong Kong Gold Exchange, contributing to the modernization and digitization of the Hong Kong precious metals ecosystem, and will explore other opportunities in this area. The directors believe that TGX is well-positioned to benefit from the Hong Kong government's efforts to make Hong Kong a global commodity and gold trading hub and to make a positive financial contribution to the Group. The Group will continue to develop its existing business and strengthen its digitization through its connection with TGX to enhance competitiveness and create value for shareholders. On May 21, 2026, the company plans to offer up to 156 million shares for sale, equivalent to approximately 9.86% of the existing issued share capital on the date of the announcement; approximately 8.98% of the total issued share capital post-expansion through placements and issuing of shares; and approximately 8.38% of the total issued share capital post-expansion through placements, issuing of shares, and consideration shares. The offer price for each share is HK$0.81. It is anticipated that the total gross proceeds from the offering and the net proceeds will be approximately HK$126.6 million and HK$123.5 million, respectively. The company plans to utilize the net proceeds from the offering as follows: approximately HK$85 million for the cash portion of the consideration under the sale and purchase agreement; and approximately HK$38.5 million for general working capital. Additionally, the company has applied to the Stock Exchange for the resumption of trading of its shares on May 22, 2026, at 9:00 am.