MOMENTUM FIN (01152) announced that on April 27, 2026, the company, the target company PayCools Cayman Limited, and other contracting parties entered into an agreement. Under the agreement, the company conditionally agreed to subscribe, and the target company conditionally agreed to issue, target shares for a consideration of $3 million. The payment will be settled through the allotment and issuance of 92.126 million consideration shares by the company to the target company and/or its designated persons. Upon completion, the company will hold 2% of the target company's total issued shares.
The 92.126 million consideration shares represent approximately 2.77% of the issued share capital as of the announcement date and approximately 2.70% of the enlarged issued share capital after the allotment and issuance of the consideration shares. The consideration shares will be allotted and issued under a general mandate. This mandate authorizes the directors to allot and issue shares up to 20% of the total issued shares (excluding treasury shares) as of the date of an extraordinary general meeting. The maximum number of shares available for issuance under the general mandate is 196 million. As of the announcement date, no shares have been issued under this mandate. The general mandate is sufficient to cover the issuance of all consideration shares, making shareholder approval unnecessary for this transaction. After the allotment and issuance of all consideration shares, 104 million shares will remain available under the general mandate.
The issue price of HK$0.254 per consideration share was determined through fair negotiation between the company and the target company. It was set at the lower of two figures: the average closing price over the 20 consecutive trading days preceding the signing of the memorandum of understanding, or the average closing price over the 20 consecutive trading days preceding the signing of the agreement. This price represents a premium of approximately 4.10% over the closing price of HK$0.244 per share on the agreement date as quoted on the Stock Exchange of Hong Kong.
The company plans to expand its e-commerce offerings and diversify its business model to enhance low-cost capital flow and provide convenient payment solutions for cross-border e-commerce enterprises. The target company offers comprehensive cross-border payment solutions supporting multiple currencies and payment methods. Consequently, the contracting parties intend to jointly develop an e-wallet product, share transaction-related resources, and conduct a share swap to strengthen mutual trust and cooperation, thereby establishing a long-term, stable strategic partnership.
By leveraging the target group's substantial annual payment volume and high transaction frequency, the company and the target group can channel a large user base and payment activities into the jointly developed e-wallet product. This initiative is expected to significantly accelerate user acquisition, engagement, and overall transaction growth. Building on the share swap, both parties have agreed to actively explore technological synergies. The group will utilize its e-commerce resources to supply the target group with high-quality domestic and international token calls, supporting its intelligent upgrades in areas such as smart risk control, automated cross-border operations, and globalized customer service. The aim is to jointly create an industry benchmark case for AI-powered payment solutions.