Produced by | Ruisi Network

After market close on September 18, Goodmin Group Holdings (01271.HK) announced the sale of two data centers under construction in Fanling, New Territories, Hong Kong, to Amazon.

This sale was not a spontaneous decision. For over a year, Goodmin had been seeking buyers for these two projects, with market rumors initially suggesting Bain Capital as the potential acquirer. After several extensions of negotiations, Amazon ultimately signed the agreement, having already been an occupant of one of the projects.

For Goodmin, the purpose of this transaction is clear: debt repayment.

Two Unfinished Data Centers

The buyer is Amazon Data Services Hong Kong Limited, the operational entity of Amazon's cloud business AWS in Hong Kong; the sellers are Yue Ji Development and Jin Da Fu, two indirectly wholly-owned subsidiaries of Goodmin.

The two projects, collectively known as iTech Tower 3, are a newly constructed data center campus that commenced construction in late 2022, comprising iTech 3.1 and iTech 3.2, located at 3 On Kui Street and 8 On Lok Tsuen On Tuck Street in Fanling. The sites were acquired by Goodmin in 2020, covering approximately 17,900 and 19,100 square feet, respectively. They were later converted to data center use through land exchanges, with land premiums fully paid.

According to the 2023/24 annual report, the two buildings have a combined total gross floor area of approximately 186,000 square feet. Information from Goodmin's data center brand website indicates that the campus features a board-to-board height exceeding 5 meters, a floor load capacity of 12 kPa, and is constructed to Tier IV ready standards. The two buildings are adjacent and technically designed to operate as one, with staggered closings: the closing of 3.2 is contingent on the completion of 3.1, while 3.1 is not dependent on 3.2.

In terms of progress, the mechanical and electrical installation and interior fitting-out of 3.1 are scheduled for the second half of 2025, with phased delivery planned from the fourth quarter of 2025. The first two phases have already been delivered to Amazon, the current occupant, in December 2025, generating rental income, with remaining works continuing; the foundation of 3.2 has been completed, and the superstructure is under construction, with phased completion planned from mid-2026, currently generating no rental income.

The price is structured in two tiers. Upon project delivery, Amazon will pay a minimum total consideration of HK$2.179 billion; after the completion of specified fitting-out and construction works and the fulfillment of conditions, an additional maximum of HK$266 million will be paid. Combined, the maximum total consideration is HK$2.445 billion.

The HK$266 million is not guaranteed. The announcement states that it is tied to the works Goodmin must continue to complete, with some payment milestones dependent on third-party completion and approvals, making it possible that some or all of this amount may not be received.

The pricing reflects the seller's predicament. Independent valuer Knight Frank assumed the full completion of both projects and provided a preliminary valuation of HK$2.692 billion as of August 31, 2026. Goodmin's board calculated that the minimum total consideration of HK$2.179 billion is approximately 19% lower than the completion valuation; even if the full HK$266 million is paid, it is still approximately 9.2% lower. The initial target closing date set in the agreement is February 26, 2027.

Only HK$24.3 Million in Cash on Hand

Goodmin had no choice but to sell.

Founded in 1995 and listed in Hong Kong in 2013, the company's main businesses are construction, property leasing, and property development. It began operating high-end data centers in 2007 and previously leased iTech Tower and iTech Tower 2 in Tsuen Wan and Kwai Chung.

However, the financial statements for the 2025/26 fiscal year are already tight. The annual report shows that as of March 31, 2026, the group reported a full-year net loss of HK$349.5 million and net current liabilities of HK$4.592 billion; bank and other loans due within one year or repayable at any time amounted to HK$5.401 billion, while cash and bank balances stood at only HK$24.3 million. The company's assessment of its ability to continue as a going concern relies on a package of self-rescue measures, with the sale of the two Fanling projects being one of them.

Rental income from existing data centers is also declining. In the 2025/26 fiscal year, leasing revenue from iTech Tower 1 and 2 decreased by 17.4% year-on-year to HK$226.5 million, which the company attributed to the expiration of a data center lease during the year.

According to the loan agreements, the proceeds from this sale will be prioritized for debt repayment. Goodmin's loans with Dah Sing Bank, United Overseas Bank Hong Kong Branch, Hang Seng Bank, and Dragons 225 Limited are expected to have an outstanding balance of approximately HK$2.168 billion at closing, maturing in January 2028. If the additional HK$266 million is not received, the net proceeds after deductions and fees will be approximately HK$2.081 billion, about HK$87.1 million less than the outstanding loans; the company stated in the announcement that it will consider continuing to dispose of other assets at that time. Only if the full additional amount is received will approximately HK$154 million remain as working capital after debt repayment.

The massive book loss stems from this. Goodmin expects to confirm an unaudited loss of approximately HK$1.088 billion from this sale if the additional amount is not received. The combined book value of the two projects in the audited financial statements as of March 31, 2026, is approximately HK$3.266 billion, with the minimum selling price of HK$2.179 billion, and the difference represents the source of the loss. The company specifically noted that this loss is primarily due to the selling price being lower than the historical book value and does not represent a separate cash outflow at closing.

Buyer Once Rumored to Be Bain

The process of Goodmin seeking a buyer has been a rollercoaster.

According to the 2024/25 annual report, on June 19, 2025, the group received a non-binding letter of intent from a potential buyer interested in acquiring the entire equity interests in the holding companies of iTech 3.1 and 3.2, and due diligence had commenced. The indicative term sheet signed on September 22 of that year initially expanded the scope. According to this HKEX announcement, the group at the time intended to package and sell all four of its data center projects, including the two operational iTech Tower 1 and 2 in Tsuen Wan and Kwai Chung, with a total potential consideration of HK$5.25 billion, of which WPHL's initial consideration was HK$4.05 billion and Wei Feng Properties' maximum consideration was HK$1.2 billion, both adjustable. The buyer was granted a 90-calendar-day exclusivity period, expiring on December 21, 2025.

The announcement did not name the buyer. At the time, media sources cited sources claiming that Bain Capital was behind the deal. This U.S. investment firm manages approximately US$220 billion in assets and has been investing in and, at one point, controlling data center operator Chindata Group since 2018. Bain declined to comment on the rumors.

Subsequent official announcements revealed ongoing extensions of negotiations without a finalized deal. After the exclusivity period expired in December 2025, Goodmin signed another exclusivity agreement and letter of intent on January 6, 2026; according to the 2025/26 annual report, related arrangements were extended multiple times before expiration, with another extension on June 15, 2026, setting the latest expiration date as August 3, 2026. After this date, the initial buyer still had not signed a final agreement. Until more than a month later, on September 18, Amazon's name appeared on the agreement, and the scope of the sale returned to the two projects under construction, 3.1 and 3.2, with a maximum consideration of HK$2.445 billion, excluding the operational iTech Tower 1 and 2.

Bain's actions during the same period provide another context. Bain's website shows that on January 16, 2026, it completed the sale of WinTriX DC Group's (formerly Chindata Group) China business to a consortium led by Shenzhen East Sunshine Industrial for US$4 billion; in March 2026, media reports indicated that Bain planned to sell up to 70% of its stake in overseas platform Bridge Data Centres, with Citigroup and JPMorgan Chase serving as advisors. In other words, while Goodmin's sale was progressing, Bain was more focused on disposing of and monetizing data center assets rather than acquiring new projects in Hong Kong. Whether there is a direct correlation remains unconfirmed by official statements.

Amazon Already Occupies One Project

Ultimately, Amazon, the acquirer, had already been involved. Goodmin's board mentioned that Amazon is the current occupant of iTech 3.1, and the company needed its consent to sell this project to a third party.

Amazon values time. During its Q2 2026 earnings call, the company disclosed that AWS's order backlog had reached US$496 billion; management raised the full-year capital expenditure guidance to US$220 billion, primarily for data centers and AI infrastructure. CEO Andy Jassy stated that data center construction needs to be completed approximately two years in advance before servers can be installed and revenue generated, and data centers can operate continuously for over 30 years once built. AWS revenue reached US$42.2 billion in Q2, a 37% year-on-year increase.

Constraints in Hong Kong slow down self-construction. The city has long faced tight supply of data center land and power, with land acquisition, approvals, and power connections all taking time; AWS's Hong Kong region has been operational since 2019, featuring three availability zones, with financial institutions as the primary customer base. The company is also advancing Hong Kong's first data center cooled by reclaimed water this year. Acquiring a project with partial production already underway and the rest under construction saves the most time-consuming early stages.

To increase transaction certainty, Goodmin's founder and controlling shareholder, Chen Hongming, and his wholly-owned Chan HM Company Limited, which collectively hold approximately 64.89% of the shares, have provided an irrevocable undertaking to the buyer to vote in favor of the sale proposal at the extraordinary general meeting and not dispose of these shares before the meeting. The transaction circular is expected to be dispatched on or before September 30.

The transaction is not without variables. The sale constitutes a very substantial disposal and requires approval at an extraordinary general meeting; closing is also contingent on obtaining fire safety, hazardous brand licenses, occupation permits, and other certifications, the release of existing mortgages, and the signing of a Standstill Agreement by the lenders to refrain from taking enforcement actions. The announcement clarifies that the sale of either property may not proceed.

The market's reaction was short-lived. On the first trading day after the announcement, September 21, Goodmin's stock closed at HK$0.405, up 39.66% from the previous close of HK$0.29, reaching a high of HK$0.48 during the session. The stock gave back gains the next day, closing at HK$0.35 on September 22, down 13.58%, and remained at HK$0.35 on September 23, further declining intra-day on September 24.

If the additional HK$266 million is ultimately not received, even if the transaction closes smoothly, the proceeds from selling the projects will still be insufficient to cover the loans, and Goodmin will need to continue seeking asset monetization.

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