On January 9, 2026, the Company's associate, i-Sprint Holdings, entered into a share purchase agreement with Secure Trust Technologies, an independent third party unconnected to the Company and its related parties. Following the i-Sprint transaction, the Group will no longer hold any shares in i-Sprint Holdings. The Board believes the disposal of this business will enable the Company and i-Sprint Holdings to focus on their respective core business strengths and enhance operational flexibility within their service regions.
As a precondition to the share purchase agreement, on January 9, 2026 (after trading hours), the Company's wholly-owned subsidiary, ASL Security, entered into a deed of guarantee with Great Ally, Hu Liankui (collectively with ASL Security, the "Guarantors"), and the Buyer. The Guarantors agreed to provide several liability guarantees to the Buyer, serving as security for i-Sprint Holdings' certain ongoing operational obligations under the share purchase agreement for a specified period, a commercial requirement from the Buyer as part of the overall terms and conditions of the i-Sprint transaction. The maximum guarantee amount is USD 87.9423 million, equivalent to 100% of the consideration.
Furthermore, ASL Security's several liability cap is USD 34.4745 million, representing approximately 39.2013% of the consideration (reflecting ASL Security's shareholding proportion in i-Sprint Holdings and the minority shareholders' proportion). The Group expects cash proceeds of approximately USD 24.8 million from the i-Sprint transaction, which will be allocated to regional business development.
The guarantee provided under the deed of guarantee is related to the i-Sprint transaction under the share purchase agreement, serving as security for i-Sprint Holdings' certain ongoing operational obligations for a specified period, a commercial requirement from the Buyer as part of the overall terms. Under the deed of guarantee, the Group's risk exposure is limited to specific categories of obligations of the principal seller, such as breaches of fundamental warranties (including matters related to ownership and capacity), tax warranties, and claims under other contractual warranties contained in the share purchase agreement.
The guarantee does not cover liabilities beyond the scope of the agreed warranty and indemnity provisions. The Directors believe that, although providing the guarantee is not part of the Group's ordinary and general business course, the terms of the deed of guarantee were negotiated fairly, limiting ASL Security's liability to a cap of USD 34.4745 million (approximately 39.2013% of the consideration, reflecting its shareholding proportion). They consider the terms to be on normal commercial terms, fair and reasonable, and in the overall best interests of the Company and its shareholders.