BLACK SESAME (02533) announced that on December 31, 2025 (after trading hours), BLACK SESAME Wuhan and an SPV (both being indirect wholly-owned subsidiaries of the Company) intend to acquire a 32.8435% equity interest in Zhuhai Eazy AI Technology Co., Ltd. (equivalent to 19.5623% of the enlarged share capital of the target company post-capital increase) for a total consideration of RMB 457.8 million, with the buyers also required to pay the corresponding unpaid registered capital of RMB 133,088 to the target company. On the same day, the SPV, management shareholders, existing shareholders, an employee partnership, and the target company entered into a capital increase agreement, pursuant to which the SPV will subscribe for new registered capital of RMB 20,218,838 in the target company for RMB 20,218,838 (equivalent to 40.4377% of the enlarged share capital of the target company post-capital increase). The completion of the equity transfer and the capital increase are conditional upon each other. Upon completion of both the equity transfer and the capital increase, the Company will indirectly hold a 60% equity interest in the target company through the SPV, and the target company will become a non-wholly-owned subsidiary of the Company, with its financial results consolidated into the Group's consolidated financial statements. The announcement stated that the Group is a leading supplier of automotive-grade smart car computing SoCs and SoC-based solutions for smart vehicles, primarily engaged in the sales of automotive-grade products and technologies. The target company focuses on the development and sales of cost-effective, low-power artificial intelligence (AI) system-on-chip (SoC) and solutions; the vast majority of intellectual property (IP) used in its chip products, including image signal processors (ISP), neural network processors (NPU), and analog IP, are self-developed, and it mainly provides full-stack solutions in areas such as automotive intelligence and edge-side AI applications. The Board believes that the acquisition will enable the Group to offer a full range of automotive-grade computing chips covering high, mid, and low tiers, provide full-scenario solutions for smart vehicles, and also facilitate the expansion of the Group's products into broader robotics and AI+ applications, offering a complete series of AI inference chips and solutions. Following the acquisition's completion, the Group and the target company are expected to achieve significant synergies in automotive product portfolios and customer expansion, robotics and AI+ innovation businesses and R&D, as well as supply chain and mass production, thereby enhancing business scale and financial performance, and further strengthening the Group's competitive advantage in the AI SoC chip field.
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