YADEA (01585.HK): Acquires 100% of Jinjian Technology Group for RMB 1.02 billion, expanding e-two-wheeler market
NewTimeSpace News: On 25 August 2026 (after trading hours), Yadea Group Holdings Ltd. (stock code: 01585) announced that a wholly owned subsidiary of the Company (the buyer) entered into a share acquisition agreement with Mr. Zhu Chaofeng (the seller) to acquire 100% of the equity interests of the target company, Jinjian Technology Group Co., Ltd., at a total consideration of RMB 1,020,000,000, to be settled by the Group in cash and funded by internal resources. As the highest applicable percentage ratio in respect of the acquisition exceeds 5% but all applicable percentage ratios are below 25%, the acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, subject to the notification and announcement requirements but exempt from the circular and shareholders' approval requirements.
The target group is principally engaged in the R&D, manufacturing and sales of electric bicycles, electric scooters, electric tricycles and related components and parts, and has independently developed the intelligent dual-chip 2.0 system integrating 7 safety technologies. The total consideration was determined by the seller and the buyer on a fair basis and on normal commercial terms, taking into account the historical financial and operating performance of the target group — unaudited consolidated revenue of approximately RMB 1.74 billion and RMB 2.68 billion for the years ended 31 December 2024 and 2025 respectively (up approximately 54.0% year-on-year), and unaudited consolidated net profit before tax of approximately RMB 14.9 million and RMB 139.0 million respectively. The agreement contains an earnings adjustment mechanism: if the target group's consolidated net profit for the second half of fiscal 2026 falls below RMB 50 million, or its consolidated net profit from July to September 2026 falls below RMB 30 million, the shortfall will be deducted from the total consideration; if the second-half net profit exceeds RMB 80 million but not more than RMB 100 million, the total consideration will be increased by RMB 2 million, and by RMB 5 million if it exceeds RMB 100 million, with the relevant thresholds adjusted on a pro-rata basis over 184 days.
In terms of payment arrangements, within 7 business days after the agreement date, the buyer is required to pay an intention deposit of RMB 5 million (non-refundable) and pay into an escrow account the first payment equivalent to 25% of the total consideration less the intention deposit; the second payment of 70% of the total consideration is payable within 7 business days after completion, and the third payment of 5% of the total consideration within 7 business days after the expiry of 12 months from completion. Completion is subject to a number of conditions, including the competition review decision of the State Administration for Market Regulation and the execution of retention and non-competition agreements of not less than three years by certain core team members of the target group; the liquidated damages for breach by either party amount to RMB 50,000,000.
The board believes that the acquisition will help the Group consolidate its market position and expand its business footprint in the e-two-wheeler market and the commercial segment (including delivery services), capturing the opportunities arising from ongoing industry consolidation, in line with the Group's strategy of developing a diversified, multi-brand and multi-product portfolio. Upon completion, the target company will become an indirect wholly owned subsidiary of the Company, and its financial results will be consolidated into the Group's financial statements.
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