QIAN XUN TECH (01640) announced that on September 16, 2025, the Company entered into a non-legally binding memorandum of understanding (the "MOU") with Punk Code Technology Hong Kong Limited (the "Target Company") regarding a potential acquisition transaction. Under the MOU, the Company proposes to conduct a potential 100% equity acquisition of the Target Company (the "Potential Acquisition").
According to the terms set out in the MOU, the Company intends to acquire 100% equity of the Target Company. Subject to the Company's due diligence results and payment prerequisites stipulated in the final legally binding documentation, the consideration for this acquisition shall not exceed HK$25 million and will be paid through equivalent share issuance and/or cash consideration according to a schedule to be mutually agreed upon by the parties at that time.
The final consideration for the Potential Acquisition will be determined based on a valuation report issued by an independent valuer and the results of the Company's completed due diligence, taking into account factors such as comparable industry transaction price ranges. The final consideration will be specified in the formal agreement.
The Target Company is a Web3 fintech company established in Hong Kong, with a founding team primarily from Tencent. Founder Mr. Cai Yige graduated from the Computer Science Department of Nanjing University and joined Tencent in September 2004. He previously served as General Manager for QQ membership services, reading and animation businesses, and Tencent's blockchain business. During his tenure at Tencent, he led teams to incubate from scratch the blockchain supply chain finance platform "WeBank Chain," the nation's first blockchain electronic invoice system, and "ZhiXin Chain" used for judicial evidence storage scenarios. "ZhiXin Chain" was also chosen by numerous digital collectible platforms. Additionally, he participated in establishing Tencent's Hong Kong virtual bank Fusion Bank in 2020, exploring blockchain finance and digital asset scenarios.
Based on its overseas second-hand digital trading business scenarios, QIAN XUN TECH proposes to explore new fintech products based on blockchain technology—blockchain wallets—to create customized blockchain payment solutions for the second-hand digital industry. Using compliant stablecoins as settlement media, the focus is on addressing pain points in cross-border trade such as low payment efficiency, high exchange rate volatility, high settlement costs, and insufficient transaction transparency, providing secure, efficient, and low-cost cross-border capital flow and settlement services for global second-hand digital importers, exporters, wholesalers, and retailers.
The Board believes that the Potential Acquisition enables the Group to develop new business in the blockchain wallet application field, especially as blockchain wallet applications are experiencing rapid global development. Additionally, it can expand the Group's customer base and consolidate its industry-leading position. The Board believes that if the Potential Acquisition is implemented, it will effectively strengthen the Group's core competitive barriers and create strategic leverage and returns for long-term shareholder value enhancement.