お知らせ • Oct 11
Mindtell Technology Limited (SEHK:8611) completed the acquisition of Henan Lixuan Network Technology Co., Ltd. from Geng Nan and Zhao Baoqin.
Mindtell Technology Limited (SEHK:8611) signed a letter of intent to acquire Henan Lixuan Network Technology Co., Ltd. from Geng Nan and Zhao Baoqin on January 22, 2025. Mindtell Technology Limited entered into the Sale and Purchase Agreement to acquire Henan Lixuan Network Technology Co., Ltd. from Geng Nan and Zhao Baoqin for HKD 40 million on May 22, 2025. The consideration consists of promissory note of Mindtell Technology Limited having a value of HKD 40 million to be issued for common equity of Henan Lixuan Network Technology Co., Ltd.
For the period ending December 31, 2024, Henan Lixuan Network Technology Co., Ltd. reported total revenue of HKD 5.06 million (CNY 4.75 million) and net income of HKD 0.87 million (CNY 0.82 million). As of December 31, 2024, Henan Lixuan Network Technology Co., Ltd. reported total common equity of HKD 3.29 million (CNY 3.1 million).
The transaction is subject to consummation of due diligence investigation. As of May 22, 2205, Mindtell and/or its appointed advisers have completed a due diligence review on all business aspects of Henan Lixuan Network Technology Co., Ltd. including but not limited to commercial, operational, financial and legal affairs of Henan Lixuan Network Technology Co., Ltd. The results of such a due diligence review must obtain the approval of the Board of Directors of Mindtell, all necessary licences, consents, approvals, authorisations, franchises, waivers, orders, exemptions, or notifications issued by any government, regulatory authority, or other third party necessary for the execution, performance, and completion of the Sale and Purchase Agreement and the transactions contemplated thereunder, Mindtell having obtained a valuation report and the results of such valuation report shall be subject to the Mindtell’s satisfaction, no indication having been received from the Stock Exchange to the effect that the listing of shares of Mindtell will or may be withdrawn or objected to for any reason, Mindtell Technology Limited being satisfied in its absolute discretion that as of the date of the Sale and Purchase Agreement and on the Completion Date, all Vendors’ representations and warranties being true, accurate, complete, and not misleading in all respects, and that the Vendors have not breached any of their obligations under the Sale and Purchase Agreement, from the date of the Sale and Purchase Agreement up to the Completion Date, the Vendors having complied with and fulfilled all covenants, obligations, and terms contained in the Sale and Purchase Agreement, from the date of the Sale and Purchase Agreement up to the Completion Date, Henan Lixuan Network Technology Co., Ltd. not being in breach of any of the requirements under the Sale and Purchase Agreement, as of the Completion Date, no action having been commenced, filed or threatened by any person before any competent authority to obtain any binding order restraining or prohibiting any party from consummating the Sale and Purchase Agreement or from seeking remedies or remedies that may adversely affect the Purchaser’s legal and beneficial ownership of Henan Lixuan Network Technology Co., Ltd. equity interest free from encumbrances, and that the Sale and Purchase Agreement and all transactions contemplated thereunder being in compliance with applicable laws, rules and regulations, from the date of the Sale and Purchase Agreement up to the Completion Date, no material adverse effect having occurred in respect of Henan Lixuan Network Technology Co., Ltd, there has been no breach or default by Henan Lixuan Network Technology Co., Ltd, the transfer of the legal and beneficial interest of the Total Equity Interest from the Vendors to Mindtell Technology Limited shall comply with all applicable laws and Mindtell being satisfied in its absolute discretion with all representations and warranties made by the Vendors up to the Completion Date.
The transaction is expected to close on September 30, 2025.
Mindtell Technology Limited (SEHK:8611) completed the acquisition of Henan Lixuan Network Technology Co., Ltd. from Geng Nan and Zhao Baoqin on October 10, 2025. All Conditions Precedent under the Sale and Purchase Agreement had been satisfied. The financial results of the Henan Lixuan Network Technology Co., Ltd. will be consolidated with Mindtell Technology Limited.