Netac Technology Co., Ltd.
Announcement on the Sale of Subsidiary Equity and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or significant omissions.
I. Overview of Related Party Transactions
(I) Background and Main Content of This Transaction
- On March 27, 2025, Netac Technology Co., Ltd. (hereinafter referred to as the "Company") held the 20th meeting of the 6th Board of Directors and approved the "Proposal on the Sale of Subsidiary Equity and Related Party Transaction." It was agreed that Hong Kong Netac Technology Co., Ltd. (hereinafter referred to as "Hong Kong Netac"), a wholly-owned subsidiary of the Company, would transfer its 42.2997% equity in Cloudsway Pte. Ltd. (hereinafter referred to as "Cloudsway") to Mr. Liu Chengyan, a related party, or its controlled entity Fromindo Limited, for RMB 105.749250 million. The transaction was completed on April 7, 2025.
According to the equity transfer agreement for Cloudsway shares, all parties should complete the transfer of MSP business contracts (including those signed by the Company's subsidiary Hong Kong Shen Jia Technology Co., Ltd. (hereinafter referred to as "Hong Kong Shen Jia")) within one year after the transaction closing date. The signing entity of these MSP business contracts should be changed, and the Cloudsway Group or its designated entity will continue to perform the aforementioned contracts. The parties should conduct friendly negotiations on the specific plan for business transfer, including but not limited to stripping assets, contracts, and creditor's rights and debts related to businesses other than MSP of Hong Kong Shen Jia, and then transferring the control of Hong Kong Shen Jia to Cloudsway. Due to objective factors, the aforementioned post-closing matters could not be completed within the agreed period. The parties reached a consensus through friendly negotiation and signed a supplementary agreement on April 2, 2026, extending the completion time for post-closing obligations to August 20, 2026. For specific content, please refer to the "Announcement on the Sale of Subsidiary Equity and Related Party Transaction" and the "Announcement on the Progress of the Sale of Subsidiary Equity and Related Party Transaction" disclosed by the Company on Juchao Information Network on March 29, 2025, and April 3, 2026 (Announcement Numbers: 2025-010, 2026-017).
- As of now, the change of signing entity for some existing MSP business contracts to Cloudsway or its designated entity has not yet been completed. Therefore, to fulfill the post-closing obligations of the initial equity transfer agreement and supplementary agreement, the parties have reached a consensus through friendly negotiation. Hong Kong Netac intends to transfer 100% of its equity in Hong Kong Shen Jia to Cloudsway's wholly-owned subsidiary, Hong Kong Cloudsway Limited (hereinafter referred to as "Hong Kong Cloudsway"), at a valuation of USD 101,288.95 million based on the asset valuation report of the entire shareholder's equity of HongKong Seaga Technology Limited held by Hong Kong Netac (Dongzhou Ping Bao Zi [2026] No. 1905). Currently, except for some overseas procurement contracts, the Company has basically completed the transfer of assets, contracts, and creditor's rights and debts related to businesses other than MSP of Hong Kong Shen Jia. The functions of Hong Kong Shen Jia have been undertaken by the Company's wholly-owned subsidiary Hong Kong Jiahui Co., Ltd. and Wangsu Technology FZ-LLC (Dubai Netac). For assets that have not been transferred, Hong Kong Cloudsway will pay Hong Kong Netac the corresponding consideration according to the valuation report. For overseas procurement contracts that have not been re-signed by the Company, the Company will procure relevant resources through Hong Kong Shen Jia according to the overall arrangement.