PATEO (02889) announced on August 7, 2026, after market hours, that it has entered into a share transfer agreement with the transferors, the target company's actual controller Mao Yi, and the target company itself. Under the agreement, PATEO conditionally agrees to acquire, and the transferors conditionally agree to sell, a total of 53,518,600 shares of the target company, representing approximately 70% of its total issued shares, for a total consideration of no more than 1.4 billion yuan. The transferors include Tianlang Electronics, Hainan Ruixin, Hainan Xunxin, Hainan Nuoling, Hainan Nuochuang, and Tianlang SPV.
The target company, Chengdu Mingyi Electronic Technology Co., Ltd., is a joint-stock company incorporated in China. It is an integrated circuit design enterprise specializing in the development of high-performance communication chips, operating under a Fabless model. The company focuses on the research, development, design, and sale of products such as high-speed optoelectronic chips, high-performance analog chips, and modules. Its optoelectronic chip products are among the core chips for current AI data center optical modules, representing a sector where domestic demand is particularly scarce. The target company is one of the very few domestic enterprises capable of mass-producing single-channel 100G TIA electronic chips. This capability addresses the critical link of high-speed interconnection for data center computing power, achieving self-sufficiency and holding the potential to fully replace leading international communication chips. Additionally, the target company also operates in the wireless transmission and access network sectors, with its RF front-end chip performance metrics matching international top-tier manufacturers, placing it in a leading industry position.
As of the announcement date, the ultimate beneficial owner and actual controller of the target company is Mao Yi. The target group primarily engages in the research, development, design, and sale of optoelectronic chips, RF front-end chips, high-performance analog chips, and modules. The directors believe that this transaction provides an opportunity for the group to further expand its capabilities in chips, optoelectronics, and AI servers, aligning with the overall "Software, Hardware, Chip, Cloud" integrated development strategy. The key benefits include: (i) The target company's communication chips align with the group's strategic direction in the "chip business," deepening the group's industrial layout in artificial intelligence, chips, semiconductors, in-vehicle AI agents, optical interconnects, and related upstream and downstream industry chains. This will help seize the opportunity for underlying high-speed data transmission demand driven by the upgrade of smart car architectures, creating an end-cloud synergy effect. (ii) Optical communication chips are a core element of AI infrastructure construction, with broad market prospects. The target company has deep technical expertise, mature product offerings, and high-quality customer resources in the high-speed optical communication chip field. This transaction helps the group quickly enter the core link of the AI infrastructure industry chain, acquire key technologies and industrial resources in the optical communication chip field, and share the growth dividends from AI infrastructure construction in China and globally with the target company. (iii) The group and the target company will deeply integrate top-tier customer resources, jointly consolidate and expand the strategic position of the key account ecosystem, and synergize technical capabilities in areas such as smart cockpits, open-source software systems, AI servers, and communication chips. This will promote potential synergies between the target company and the group's existing businesses in smart cockpits, intelligent connected vehicles, intelligent driving, in-vehicle AI agents, physical AI world models, in-vehicle Token value ecosystems, and in-vehicle optical interconnects.
Following the completion of this transaction, the acquirer will become a shareholder of the target company. Through arrangements under the share transfer agreement, including the appointment of the chairman and financial officer, board restructuring, major decision-making arrangements, performance commitments, and other transaction terms, the acquirer will participate in the target company's business development, financial management, and compliance operations. After considering these factors, the directors (including independent non-executive directors) believe that, although the share transfer agreement is not entered into in the ordinary and usual course of the group's business, it is based on normal commercial terms, and its terms are fair and reasonable and in the overall interests of the company and its shareholders.
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