NewTimeSpace News: Plover Bay Technologies (01523.HK) issued an announcement on February 25, 2026, disclosing a plan to spin off its North American business for an independent listing on the NASDAQ Stock Market.

According to the announcement, the company has submitted the proposal for the proposed spin-off to the HKEX pursuant to Practice Note 15 of the Listing Rules, and has obtained approval from the HKEX. The proposed spin-off will be carried out by way of a pro rata in specie distribution of all shares in the spun-off entity, Peplink Holdings Limited, held by the company to its shareholders, followed by the independent listing of the spun-off entity’s ordinary shares on the NASDAQ Stock Market.

As at the date of this announcement, the spun-off entity is a wholly-owned subsidiary of the company. Upon completion of the proposed spin-off, the spun-off entity will be separated from the company, forming an independent listing structure between the company and the spun-off entity. Shareholders (except for Non-Eligible Shareholders) will be entitled to hold shares in both the company and the spun-off entity.

Upon completion of the proposed spin-off:

Spin-off Group: It is expected to engage in connectivity business in the North American market, targeting markets including the United States, Canada, Colombia, Mexico, Puerto Rico and the U.S. Virgin Islands.

Remaining Group: Its core business will be connectivity business in non-North American markets, and the sales business of Starlink satellite equipment will continue to be operated by the Remaining Group.

After the proposed spin-off, the Spin-off Group will have an independent management team. Mr. Chan Wing Hong will transition from Executive Director of the company to Non-Executive Director, and be appointed as Chairman and Executive Director of the spun-off entity. Mr. Chow Kit Wai will resign from his position at the company and be appointed as Chief Executive Officer and Executive Director of the spun-off entity. The remaining Executive Directors are expected to remain with the company.

To comply with the provisions of paragraph 3(f) of Practice Note 15, the company will implement the proposed distribution to ensure that shareholders receive an assured entitlement to the shares of the spun-off entity. Each shareholder will receive all shares of the spun-off entity held by the company on a pro rata basis according to their shareholding on the record date.

For shareholders with registered addresses outside Hong Kong whom the company considers inappropriate to transfer shares to (Non-Eligible Shareholders), the current plan is to provide cash compensation, with the net proceeds from the sale of their entitled shares at the prevailing NASDAQ price to be distributed to them.

The Board of Directors believes that the proposed spin-off aims to clarify strategic focus and better align with the unique characteristics of each regional market. The North American and non-North American markets require localized product design, brand strategies and pricing models due to differences in technical standards, customer preferences, cultural gaps and regulatory environments. The spin-off will enable a more localized strategic layout, more efficient resource allocation, and more agile capture of business opportunities in local markets.

Expected benefits include: enhanced focus on regional markets, improved management efficiency, attraction of specialized talents, deepened cooperation in regional ecosystems, strengthened financial transparency and corporate governance, clearer valuation for investors, and independent financing platforms for both companies.