PATEO (02889.HK): Proposes Acquisition of Approximately 70% Equity in Chengdu Mingyi for up to RMB 1.4 Billion, Entering AI Optical Communication Chip Chain
NewTimeSpace News: PATEO CONNECT Technology (Shanghai) Corporation (stock code: 02889) announced on August 7 that the Company conditionally agreed to acquire an aggregate of 53,518,613 shares of Chengdu Mingyi Electronic Technology Co., Ltd. (the "Target Company"), representing approximately 70% of the total issued shares of the Target Company, for a total consideration of no more than RMB 1.4 billion. The Target Company is an integrated circuit design enterprise specializing in the development of high-performance communication chips, operating under the Fabless model, and is one of the few enterprises domestically and globally capable of mass production of single-channel 100G TIA electrical chips, with products widely applied in data centers, access networks and other scenarios.
According to the announcement, the acquirer will pay the share transfer consideration through its own funds and bank loans, paying 30% (no more than RMB 420 million) as an advance payment within 30 days after signing, and the remaining 70% (no more than RMB 980 million) within 60 days after all conditions precedent to completion are satisfied and the equity transfer is completed. The transferors include Tianlang Electronics, Hainan Ruixin, Hainan Xunxin, Hainan Nuoling, Hainan Nuochuang and Tianlang SPV, and the ultimate beneficial owner and actual controller of the Target Company is Mr. Mao Yi.
In terms of performance commitment, the transferors committed that the audited consolidated total revenue of the Target Company for fiscal years 2026, 2027 and 2028 will be no less than RMB 480 million, RMB 620 million and RMB 800 million respectively, and the annual pre-tax profit will be no less than RMB 45 million, RMB 90 million and RMB 120 million respectively; if the overall achievement falls below the agreed ratio, the transferors will provide cash compensation to the acquirer. In addition, the acquirer is obliged to acquire the remaining 30% of the Target Company's shares within 30 days after the expiry of the performance commitment period, with the valuation of 100% of the Target Company's equity calculated on the basis of RMB 2 billion (with the consideration for 100% equity not exceeding RMB 2.5 billion in any event).
The Target Company recorded revenue of RMB 262.1 million and a pre-tax net loss of RMB 63.1 million for the year ended December 31, 2024, and revenue of RMB 305.2 million and a pre-tax net loss of RMB 9.1 million for the year ended December 31, 2025, with unaudited consolidated net assets of approximately RMB 242.1 million as of December 31, 2025.
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