The company has announced that on 29 September 2026, it entered into a True Victor sale and purchase agreement with the True Victor buyer, under which the buyer agreed to purchase and the company agreed to sell the True Victor sale shares and assign the True Victor sale loan for a consideration of HK$250.26 million.
Separately, the company entered into a Wonder Time sale and purchase agreement with the Wonder Time buyer, under which the buyer agreed to purchase and the company agreed to sell the Wonder Time sale shares and assign the Wonder Time sale loan for a consideration of HK$500,000, each on the terms and conditions set out in the respective agreements.
Upon completion of the disposals, the group will no longer hold any interest in the target group, and the financial results, assets and liabilities of the target group will cease to be consolidated into the group's consolidated financial statements.
True Victor's principal business is investment holding. The principal business of the True Victor Group is the provision of a trading platform business and custodian services. BGE is an indirectly wholly-owned subsidiary of True Victor and is principally engaged in the provision of a trading platform business. BGE is a licensed corporation permitted under the Securities and Futures Ordinance to carry on Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. BGE also holds a licence under section 53ZRK(1) of the Anti-Money Laundering Ordinance to provide services for operating a virtual asset trading platform.
Since the True Victor Group was granted a virtual asset trading platform licence, the target group has not generated any material revenue. Given the rising number of trading platforms in Hong Kong and intensifying competition, the target group would need to incur substantial and ongoing marketing and promotion expenditure to effectively launch and expand its business, with no assurance of being able to acquire and retain users or convert them into revenue. The existing promotion budget for the fintech platform business in its first three years exceeds HK$30 million per year. In addition, the relevant operating costs of running the target group's fintech platform business are inherently high, as the business is capital-intensive and requires continuous investment in technology, compliance and information technology talent.
Over the past few years, the company has had to continuously seek external debt and equity financing to develop the fintech platform business. In light of the intensified market competition, operating pressure and the company's financial condition, the directors believe that substantial additional external financing through debt and/or equity fundraising will continue to be required to fund user acquisition marketing activities and to maintain ongoing technological upgrades, regulatory compliance and talent retention. Reliance on debt financing would increase the group's finance costs and leverage ratio. Equity financing, on the other hand, would cause dilution to existing shareholders or create a financial burden.
The funding needs, together with the uncertainty of returns on such investments, form the rationale for the disposals. The disposals enable the group to realise its investment in the target group at a reasonable price, with reference to the valuation of the True Victor Group and the financial position of the Wonder Time Group. The Wonder Time Group is an internal services group that only provides support services to the True Victor Group and is not a standalone business. Accordingly, the Wonder Time disposal is being carried out together with the True Victor disposal.
In addition, the disposals allow the company to recover its past investment in the business and exit a capital-intensive and highly volatile business. The fintech business is well known for its market volatility. Severe structural fluctuations in the broader cryptocurrency market and increasingly stringent licensing standards in recent years have gradually and fundamentally altered the economics of the industry, turning the fintech business into a high capital-intensive operation with diminishing margins. In 2026, the global cryptocurrency industry faced another significant correction, sharply compressing total market capitalisation amid interest rate sensitivity and cooling valuations, thereby limiting the industry's growth prospects and creating uncertainty for its near-term development.
Significant uncertainty and risks remain regarding the future development of the group's fintech platform business. By disposing of the business, the company can eliminate the recurring capital expenditure and operating expenses associated with it, thereby freeing up and reallocating financial and management resources to strengthen its other core businesses, which have more predictable revenue streams and lower regulatory risk.