Botai Auto Federation (02889) plans to acquire 70% of the issued shares of Chengdu Mingyi Electronic Technology for no more than 1.4 billion yuan

According to Zhitong Finance App, Botai Auto Association (02889) issued an announcement. On August 7, 2026 (after the transaction period), the company entered into a share transfer agreement with the transferor, Mao Yi, the actual controller of the target company, and the target company. According to this, the company conditionally agreed to the acquisition, and the transferor conditionally agreed to sell a total of 53.518,600 shares of the target company's shares held and/or should be held in accordance with the share transfer agreement, accounting for about 70% of the total shares issued by the target company, and no more than RMB 1.4 billion.

The transferors are Tianlang Electronics, Hainan Ruixin, Hainan Xunxin, Hainan Nuoling, Hainan Nuochuang, and Tianlang SPV.

The target company, Chengdu Mingyi Electronic Technology Co., Ltd., is a limited company incorporated in China. It is an integrated circuit design enterprise specializing in the development of high-performance communication chips. Using the Fabless business model, it is mainly engaged in R&D, design and sales of products such as high-speed optoelectronic chips, high-performance analog chips and modules. Its optoelectronic chip products are one of the core chips for current AI data center optical modules, and it is also an industrial direction where localization needs are more scarce. The target company is one of the few domestic enterprises that can achieve mass production of single-channel 100G TIA electronic chips. It has solved the key aspects of high-speed interconnection of data center computing power, achieved autonomy and control, and has the potential to completely replace leading international communication chips. At the same time, the target company is also developing wireless transmission and access network services. Its RF front-end chip performance indicators are compared to leading international manufacturers and are in a leading position in the industry. As of the date of this announcement, the ultimate beneficial owner and actual controller of the target company was Mao Yi.

Target Group is mainly engaged in R&D, design and sales of optoelectronic chips, RF front-end chips, and high-performance analog chips and modules. The directors believe that this transaction can provide an opportunity for the Group to further expand its capabilities related to chips, optoelectronics and AI servers around the “soft and hard core cloud” integrated development strategy, including the following main benefits: (i) The target company's communication chips are in line with the Group's strategic direction in the “chip business” layout and can deepen the Group's industrial layout in the upstream and downstream industrial chains of artificial intelligence, chips, semiconductors, automotive AI agents, optical interconnection and related industries, and seize the underlying high-speed data transmission demand opportunities brought about by smart vehicle architecture upgrades; (ii) Optical communication chips are It is one of the core elements of AI infrastructure construction and has broad market prospects. The target company has deep technology accumulation, mature product layout and high-quality customer resources in the field of high-speed optical communication chips. This transaction will help the Group quickly enter the core link of the AI infrastructure industry chain, obtain key technology and industrial resources in the field of optical communication chips, and share the growth dividends of AI infrastructure construction in China and the world with the target company; and (iii) the group and target company will deeply integrate leading customer resources to jointly consolidate and expand the strategic position of the major customer ecosystem. Together with both parties in smart cockpits, open source software systems, AI servers and communication chips, etc. Technical capabilities in the field promote potential collaboration between target companies and the Group's existing businesses such as smart cockpits, intelligent connectivity, intelligent driving, in-vehicle AI agents, physical AI world models, in-vehicle token value ecology, and in-vehicle optical interconnection.

After the transaction is completed, the acquirer will become a shareholder of the target company and can participate in the target company's business development, financial management and compliance operation through the appointment of the chairman and financial director under the share transfer agreement, board restructuring, major decision-making arrangements, performance commitments and other transaction arrangements. After considering the above factors, directors (including independent non-executive directors) believe that although the share transfer agreement is not concluded in the Group's daily and general business, it is based on general commercial terms, and that the terms are fair and reasonable and conform to the overall interests of the Company and shareholders.