MTT Group Holdings Limited Enters Memorandum of Understanding to Acquire Controlling Stake in Tsingzhan International AI Co., Limited

Key Points from the Announcement

• MTT Group Holdings Limited (“MTT” or “the Company”) has entered into a non-legally binding Memorandum of Understanding (“MOU”) with Tsingzhan Technology Holdings Limited (“the Vendor”) to potentially acquire a controlling stake in Tsingzhan International AI Co., Limited (“Target Company”).
• The Target Company and its subsidiaries (“Target Group”) are wholly owned by the Vendor and operate independently from MTT and its connected persons.
• The consideration for the acquisition will be negotiated on an arm’s-length basis and may be settled through cash and/or the issuance of new shares in MTT.
• MTT will conduct due diligence on the Target Group’s assets, financials, and operations. The Vendor is required to provide all necessary information and documents for this purpose.
• The parties aim to enter into a formal sale and purchase agreement (“Formal Agreement”) within two months, during which the Vendor is subject to exclusivity undertakings and cannot negotiate with other parties regarding the Target Company or its assets.
• If the Vendor breaches the exclusivity clause, it will be required to indemnify MTT for any resulting losses or expenses.

Details on the Target Group

• The Target Company is incorporated in Hong Kong with limited liability and has years of research and development experience in industrial artificial intelligence (AI) and robotics.
• The Target Group principally offers industrial AI and intelligent robotic solutions, targeting manufacturing clients in sectors such as automotive, equipment manufacturing, and electronics—industries that require large-scale automation and quality inspection.
• The Group collaborates with local universities and research institutes to enhance customized solutions via proprietary analysis and computing platforms.
• The Target Group has secured contracts with over 70 industrial clients, demonstrating a strong track record and a diverse customer base.

Strategic Rationale and Potential Impact on Shareholders

• MTT is currently engaged in IT product distribution and the provision of system integrated solutions in Hong Kong, Macau, and the PRC.
• The Company is actively accelerating the commercialization of hyper-converged infrastructure and AI platforms, expecting further demand growth in AI infrastructure driven by increasing enterprise adoption of machine learning and deep learning.
• This potential acquisition aligns with MTT’s strategic goal of expanding its AI ecosystem and capitalizing on the rapidly growing AI market.
• By integrating the Target Group’s established expertise, resources, and client network, MTT anticipates gaining immediate access to critical hardware, technical capabilities, and expanded marketing channels, particularly in the PRC manufacturing sector.
• The Board believes the Proposed Transaction is consistent with the Company’s business strategy and is in the interest of the Company and its shareholders as a whole.

Price-Sensitive Elements and Shareholder Considerations

• The MOU is non-legally binding and the transaction may or may not proceed. There is no certainty that the deal will be completed or on what terms.
• If the transaction materializes and constitutes a notifiable transaction under the Hong Kong Listing Rules, further announcements will be made as appropriate.
• Shareholders and potential investors are advised to exercise caution in dealing in the Company’s securities, as the outcome of the transaction can significantly affect the Company’s business direction and valuation.
• The acquisition, if completed, could lead to new share issuance, potentially diluting existing shareholders depending on the final consideration structure.

Board Composition

• As of the date of the announcement, the Board consists of Mr. Yan Wei and Mr. Wang Guan (Executive Directors), Mr. Ip Ka Wai Charlie (Non-Executive Director), and Mr. Jiao Jian, Mr. Wang Dong, and Ms. Kwok Pui Ha (Independent Non-Executive Directors).

Conclusion

The announcement marks a potentially significant strategic move for MTT Group Holdings Limited, aiming to fast-track its AI business expansion and strengthen its position in the industrial automation sector, especially within the Greater China region. This deal, while still subject to due diligence and negotiation, could be a material development for the Company and may impact the share price upon further progress or completion.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Shareholders and investors should exercise caution and consult their own advisors before making any investment decisions. The proposed acquisition may or may not proceed, and further updates will be provided by the Company as required under relevant listing regulations.

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