Elate Holdings Limited has signed a share purchase agreement under which wholly owned subsidiary Cityhill Limited will acquire 69% of AOMI Corporation for a maximum consideration of HK$754.06 million.

Key terms

• Consideration mix: HK$534.06 million payable at completion—comprising approximately 14.98 million Multiple Up Point (MUP) tokens (HK$514.20 million) and 19,370 g of gold bullion (HK$19.86 million)—plus up to HK$220.00 million in additional MUP tokens, contingent on AOMI’s average audited net profit for FY-2027 and FY-2028.

• Contingent formula: (Actual Net Profit – FY-2025 Net Profit) × 24.04, capped at HK$220.00 million; payable within 10 business days of confirmation of results.

• Ownership post-completion: Cityhill 69%; Han Carvestone International Limited (seller) 31%. AOMI will become an Elate subsidiary and be fully consolidated.

Strategic rationale

Management intends to leverage AOMI’s established on-demand logistics and mobility platform in Macau to accelerate Elate’s digital transformation, including the planned rollout of an AI-enabled trading platform for its graphite business.

Valuation

Independent valuer Valtech Valuation Advisory Limited determined a midpoint equity value of HK$774 million for AOMI using a peer-based P/E approach (median 24.04×), corroborated by an EV/S cross-check indicating an upper potential value of HK$1.09 billion.

Financial profile of AOMI

• FY-2025 revenue: MOP 368.70 million (HK$357.95 million) • FY-2025 net profit after tax: MOP 32.86 million • 1H-2026 annualised net profit: HK$29.30 million • 30 Jun 2026 net assets: MOP 13.52 million

Regulatory implications

• Acquisition: “Very Substantial Acquisition” (percentage ratio >100%) under HKEX Listing Rule 14.06(5). • Disposal of MUP and gold: “Very Substantial Disposal” (percentage ratio >75%) under Listing Rule 14.06(4). Both transactions require shareholder approval at an extraordinary general meeting (EGM). A circular is scheduled for dispatch on or before 30 Oct 2026. Completion is subject to customary conditions precedent, including due diligence, regulatory approvals and no material adverse change.

Balance-sheet impact

Upon completion, Elate will transfer 21.39 million MUP tokens and all 19,370 g of gold bullion. Based on fair values at signing, the group expects to recognise a fair-value gain of approximately US$17.73 million on these assets in FY-2026.

Shareholder caution

Because completion is conditional, the board advises shareholders and potential investors to exercise caution when dealing in Elate securities.