AGTech Holdings Limited (Stock Code: 8279) announced plans to renew certain continuing connected transactions through two newly signed agreements. The 2026 AS Framework Agreement covers acquiring service business cooperation with Alipay, Alipay Connect, AISG, and Ant Bank (Macao), while the 2026 RS Framework Agreement addresses business cooperation and resources sharing between the Group and Ant Bank (Macao), AITHK, Zoloz, and Digital Engine. Both agreements will run from their respective effective dates to March 31, 2029, subject to various annual caps and shareholder approvals.
Under the 2026 AS Framework Agreement, an indirect wholly owned subsidiary of AGTech—Macau Pass—will continue delivering acquiring services, with Alipay, Alipay Connect, AISG, and Ant Bank (Macao) handling payment processing and settlement. Projected service fees (AS Service Fees) for this cooperation feature annual caps of HK$67 million, HK$74 million, and HK$82 million over the three respective periods ending March 31, 2027, 2028, and 2029.
The 2026 RS Framework Agreement covers shared services, remittance and settlement services, and technical services. Shared services will entail various operational support and customer service resources, subject to annual caps of HK$17 million, HK$21 million, and HK$25 million for the same three forthcoming periods. Technical services—covering payment, financial, and e-banking technology solutions—are subject to annual caps of HK$56 million, HK$69 million, and HK$81 million. Certain other components, including deposit services and loan services provided by Ant Bank (Macao), are exempt or below relevant thresholds.
As some applicable percentage ratios for the acquiring service business (2026 AS Framework Agreement) and technical services (2026 RS Framework Agreement) exceed 5%, these transactions will require reporting, announcement, annual review, circular issuance, and approval by independent shareholders under Chapter 20 of the GEM Listing Rules. The shared services component, with annual caps below 5%, remains subject to reporting, announcement, and annual review only.
AGTech formed an Independent Board Committee to evaluate these transactions. Altus Capital Limited serves as Independent Financial Adviser. A special general meeting will be convened for independent shareholders to vote on both agreements’ terms and annual caps. A circular with further details and meeting notice is scheduled for dispatch on or before March 6, 2026, providing shareholders with comprehensive information on the proposed frameworks and relevant transaction caps.