Automated Systems Holdings Announces Major Transaction: Disposal of Security Authentication Business and Share Buyback

Key Highlights

• Major Transaction: Automated Systems Holdings Limited (“ASL” or “the Company”) announced a major transaction involving the disposal of its security authentication business and the full divestment of its equity interest in i-Sprint Holdings.
• Disposal Value: The total consideration for the sale of i-Sprint Holdings’ security authentication business to Secure Trust Technologies is US\$87,942,250.
• Share Buyback: i-Sprint Holdings will buy back 137,662,491 shares (approx. 35.42% equity interest) from ASL Security (a wholly owned subsidiary of ASL) for US\$24,980,526.
• Completion Dates: The i-Sprint Transaction was completed on 12 March 2026, with the Share Buyback Agreement executed on the same date.
• Post-Transaction: Upon completion, ASL will no longer hold any shares in i-Sprint Holdings, marking its complete exit from this associate.
• Financial Impact: ASL estimates an unaudited gain of approximately US\$20.6 million as a result of the Share Buyback.
• Use of Proceeds: The net proceeds will be used for working capital and regional business development initiatives, aimed at supporting long-term growth.

Transaction Details

On 9 January 2026, i-Sprint Holdings, an associate of the Company, entered into a Share Purchase Agreement with Secure Trust Technologies for the sale of its security authentication business for US\$87,942,250. Immediately after this transaction, ASL Security maintained its 35.42% equity interest in i-Sprint Holdings. However, the proceeds from this transaction were intended, in part, to finance a share buyback by i-Sprint Holdings of all shares held by ASL Security.

On 12 March 2026, i-Sprint Holdings entered into a Share Buyback Agreement with ASL Security to repurchase all 137,662,491 shares (representing 35.42% of i-Sprint Holdings’ equity) for US\$24,980,526. After the buyback, ASL will have fully exited its investment in i-Sprint Holdings.

Listing Rules and Shareholder Approval

• The share buyback constitutes a major transaction under Chapter 14 of the Hong Kong Listing Rules, as one or more percentage ratios exceed 25% but are less than 75%.
• No directors have a material interest in the transaction, and no shareholder is required to abstain from voting.
• Written approval has been obtained from Teamsun Technology (HK) Limited, the controlling shareholder with approximately 67.2% of ASL’s issued share capital, allowing the transaction to proceed without a general meeting.
• A circular providing further information will be dispatched to shareholders on or before 2 April 2026.

Rationale and Strategic Benefits

• The transaction marks ASL’s strategic exit from a non-core investment, enabling the Company to realize value and optimize its capital structure.
• The cash inflow will enhance liquidity and financial flexibility, supporting long-term growth and regional expansion.
• The Directors believe the transaction demonstrates confidence in the Company’s long-term prospects and is in the best interests of shareholders.

Financial Information of i-Sprint Holdings Group

Consideration Calculation and Allocation

• The consideration for the Share Buyback was determined after arm’s length negotiations, factoring in:
• The total distributable amount of approximately US\$79.75 million from the i-Sprint Transaction (after adjustments).
• ASL Security’s pro rata entitlement of 35.42% (approx. US\$28.25 million).
• Deduction of an agreed support amount (~US\$3.27 million) to i-Sprint management, resulting in net proceeds of US\$24.98 million for ASL Security.

Conditions Precedent

• Written approval from controlling shareholders.
• All necessary governmental and third-party approvals, consents, or waivers.
• Representations and warranties by both ASL Security and i-Sprint Holdings remaining true and accurate.
• None of these conditions may be waived, and completion is subject to their full satisfaction.

Potential Price Sensitivity and Shareholder Considerations

• Strategic Exit: The Company’s full exit from i-Sprint Holdings and the expected gain of US\$20.6 million may be seen as value-accretive and could positively influence the share price.
• Enhanced Liquidity: The significant cash inflow strengthens the Company’s balance sheet and could support future growth initiatives, potentially attracting investor interest.
• Risk Factors: Completion of the Share Buyback is subject to certain conditions precedent; if not fulfilled, the transaction may not proceed. Investors should monitor further announcements closely.
• Shareholder Approval: The process has been streamlined with written approval from the controlling shareholder, avoiding the need for a general meeting and expediting the transaction timeline.

Warning to Investors

Completion of the Share Buyback is conditional upon satisfaction of the stipulated conditions precedent. There is no guarantee that these conditions will be met, and the transaction may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company and to consult professional advisors if in doubt.

Disclaimer: This article is prepared based on the official announcement by Automated Systems Holdings Limited dated 12 March 2026. It is intended for informational purposes only and does not constitute investment advice. Investors should make their own independent assessment and consult with professional advisors before making any investment decisions.

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