Hong Kong – ITC Neocloud Group Limited (formerly ITC Properties Group) has agreed to purchase 80% of Guangzhou Chaoqi Xiyang Technology Co., Ltd. (“Target Company”) for RMB 83.62 million (approximately HK$95.32 million). The transaction, signed on 28 September 2026 by wholly-owned subsidiary Beijing ITC AI Computing Holding Co., and PRC vendor Ms Sun Meichen, qualifies as a discloseable transaction under Hong Kong Listing Rule Chapter 14.
The Target Company, incorporated in July 2026, has already taken delivery of 26 high-performance servers—24 standalone units (192 accelerator cards) and two integrated units (144 cards). It holds two computing-power orchestration contracts with a Shanghai-based AI infrastructure customer, carrying combined service fees of RMB 648.96 million (inclusive of tax). Billing under the first contract commenced in August 2026; a deposit for the second contract has been received, with initial invoicing pending.
Funding Structure and Consideration • Purchase price: RMB 83.62 million, including RMB 82.82 million for equity value and RMB 0.80 million for paid-in capital reimbursement. • Payment deadline: on or before 30 November 2026, unless extended by mutual consent. • Withholding mechanism: ITC Neocloud may defer part of the payment if investigations arise over equipment origin, import procedures or export-control issues. • Financing: the Target Company carries RMB 517.60 million in factoring loans at a 2.55% nominal annual rate, aligned with customer collections.
Financial Profile of the Target For the period from incorporation (15 July 2026) to 31 August 2026, unaudited revenue was RMB 3.41 million, while a net loss of RMB 29.00 million reflected a one-off RMB 30 million financing-advisory fee. Unaudited net liabilities stood at roughly RMB 28.00 million as of 31 August 2026.
Management estimates—based on full-year performance of both customer contracts—indicate potential annual gross profit of about RMB 47.79 million (gross margin 36.82%) and EBITDA of approximately RMB 124.99 million (EBITDA margin 96.30%). These figures are illustrative and contingent on service execution, cost control and collection.
Strategic Rationale 1. Immediate scale-up: Delivered servers and signed contracts accelerate ITC Neocloud’s AI computing-services rollout, bypassing typical equipment procurement lead times. 2. Cash-flow profile: Monthly service fees are payable in advance by the customer, supporting working-capital efficiency alongside low-cost, long-tenor project financing. 3. Platform building: Integration of assets, demand and funding strengthens ITC Neocloud’s AI infrastructure expansion and provides a template for future projects. 4. Post-contract upside: Equipment may retain economic value for redeployment or sale after current contracts expire, subject to market conditions.
Governance and Timeline Upon completion, ITC Neocloud will consolidate the Target Company, appoint all directors and key executives, while the vendor retains a 20% minority stake with standard shareholder rights. The deal is conditional on satisfactory due diligence, regulatory filings, third-party consents and confirmation of equipment compliance. Outstanding consents related to customer and factoring agreements must be secured before the long-stop date of 30 November 2026.
Completion is expected within 15 business days after all conditions are met. Shareholders and investors are advised to note that the transaction may not proceed if conditions are unmet or waived.