VONGROUP (00318) announced that on April 29, 2026 (after trading hours), the company entered into a share swap and preemptive rights agreement. Under the terms of the agreement: a) The company acquired a 40% equity stake in Slencor AI from the counterparty for a consideration of HKD 24 million. b) The acquisition includes preemptive rights, granting the company priority to purchase additional shares in Slencor AI. The purchase price when exercising these rights will be determined with reference to third-party offer prices, but shall be adjusted downward if it exceeds a predetermined formula linked to Slencor AI's past earnings. In any event, the total amount payable for exercising all preemptive rights is capped at HKD 120 million. c) The company sold its 60% equity stake in VCFC to the counterparty for HKD 24 million. The acquisition and disposal were completed simultaneously upon the signing of the agreement, with the respective considerations settled by way of set-off.

The acquisition of Slencor AI will enable the group to further expand into the rapidly evolving artificial intelligence sector, particularly in the areas of AI agent data training and reinforcement learning from human feedback, where demand is growing. The board of directors believes this acquisition will strengthen the group's technological capabilities, allowing it to capture emerging market opportunities in AI-related services and generate potential synergies with existing operations. Furthermore, the professional expertise and experience of Slencor AI's management and operational team are expected to provide strong support for the group's development in AI and technology-driven solutions.

Concurrently, the disposal of VCFC allows the group to streamline its business operations and reduce exposure to non-core consumer finance investments. The board noted that VCFC's financial performance has been relatively weak in recent years and believes the disposal will enable the group to more effectively reallocate financial and management resources to higher-growth, technology-centric business segments, thereby improving overall capital allocation efficiency. The disposal is also expected to result in a modest gain for the group.

In summary, these transactions reflect the group's ongoing strategy to strengthen its strategic focus on artificial intelligence and advanced technology-related businesses while optimizing its existing asset portfolio. The board considers the terms of the transactions to be fair and reasonable, concluded on normal commercial terms, and in the interests of the company and its shareholders as a whole.