Zhibao Technology to acquire Malaysian AI computing firm Nexsys Tech

Zhibao Technology Inc. (NASDAQ: ZBAO), a China-based insurtech company, announced it has signed a definitive merger and acquisition agreement dated September 28, 2026, to acquire 100% of the issued shares of Nexsys Tech Sdn. Bhd., a newly incorporated Malaysian entity with no prior operating history.

The purchase consideration consists of $1 in cash at closing, plus up to $7.5 million in contingent earn-out consideration payable solely through the issuance of Zhibao's Class A ordinary shares. The earn-out is tied to Nexsys achieving a cumulative audited net profit of $3.015 million over a 27-month evaluation period running from October 1, 2026, through December 31, 2028, against a reference revenue objective of $201 million.

Nexsys's planned business would focus on high-end GPU servers, high-performance computing hardware, computing cluster integration, and hosting and leasing services. Target applications include large model training, AI inference, scientific computing, and 3D rendering. The company intends to serve overseas computing needs of Chinese AI companies.

According to the press release, Nexsys has established cooperation arrangements related to data center facilities in East Malaysia and Indonesia covering an aggregate rack power capacity of approximately 26 megawatts. Hardware procurement remains subject to supplier acceptance, product availability, export controls, and regulatory requirements. No existing customers or binding purchase commitments have been secured.

The acquisition is expected to close within 30 days of signing, subject to due diligence completion, clear title, and required corporate and regulatory approvals. Upon closing, Zhibao will consolidate Nexsys's financial results from the date control is obtained.

Earn-out shares will be priced at the Nasdaq closing sale price on the trading day immediately preceding the issue date, with net profit measured under U.S. GAAP and audited by an independent external auditor.

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