FS.COM Limited (03355.HK): Acquires 100% Equity Interest in Shanghai Boda Data Communication for RMB330 Million
FS.COM Limited (03355.HK) announced that on July 4, 2026, the company (as buyer) entered into an equity transfer agreement with Chen Qun, Wang Ge, Chen Zhiqiang, Xu Jing, Li Chuang, Xu Jianming, Liu Yu, Ni Xinping, Yang Furong, Yu Yaqin, Xu Zhaoyang, Chen Xiaomin, Xu Jian, Peng Shuangting, Zhou Yan (as sellers), and Shanghai Boda Data Communication Co., Ltd. (the target company). Pursuant to the agreement, the company conditionally agreed to acquire, and the sellers conditionally agreed to sell, an aggregate of 100% equity interest in the target company held by them for a consideration of RMB330 million.
Upon completion, the target company will become a wholly-owned subsidiary of the company, and its financial results will be consolidated into the group's consolidated financial statements. As one or more applicable percentage ratios exceed 5% but are below 25%, the acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules, subject to reporting and announcement requirements but exempt from shareholders' approval requirements.
The consideration is payable in instalments: 40% within five business days after the agreement becomes effective and conditions (i)-(iv) are satisfied; and the remaining balance within ten business days after all conditions precedent are fulfilled. The consideration will be paid from the company's own funds and does not involve proceeds from the issuance of H shares.
The target company, Shanghai Boda Data Communication Co., Ltd., was established in 1994 and has been deeply engaged in the R&D, production, and sales of network communication equipment for over 30 years. Boda has formed six core product series including routers, switches, industrial switches, xPON optical networks, wireless WiFi, and network security. It has been rated as a national-level "Little Giant" specialist and new enterprise, a Shanghai software backbone enterprise, and a Shanghai high-tech enterprise. Its self-developed core operating system BDROS has 100% complete independent intellectual property rights. Its headquarters is located in Shanghai Zhangjiang Hi-Tech Park with a building area of 11,000 square meters, and it has established professional production bases including in Shanghai Jinshan, with annual production capacity exceeding ten million units (sets). To date, Boda has accumulated 45 invention patents, 94 computer software copyrights, and 30 registered trademarks.
According to the target company's financial data prepared under China Accounting Standards, the net profit/(loss) after tax for the years ended December 31, 2024 (unaudited), December 31, 2025 (audited), and May 31, 2026 (audited) were approximately RMB(89,690,159), RMB(64,576,471.69), and RMB(35,807,002.09) respectively. As of May 31, 2026, the audited equity attributable to the parent company's owners was RMB-142 million.
The directors believe the acquisition is a forward-looking strategic layout for the group's long-term network infrastructure competitive landscape and a key measure to continuously complete its full-link network infrastructure capability system. It will strengthen product R&D capabilities, consolidate large-scale manufacturing capabilities, enhance supply chain management and delivery resilience, and upgrade global scenario service capabilities.
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