MEGAIN Holding (Cayman) Co., Ltd. has signed two three-year continuing connected-transaction agreements with Pantum Technology Co., Ltd., both commencing on 1 October 2026 (or the date of independent shareholder approval, if later) and running to 31 December 2028. The contracts cover reciprocal purchasing and supply of consumable printer chips, MCU/IoT chips and related products.

Under the Purchase Framework Agreement, MEGAIN will source integrated-circuit and MCU semi-finished products from Pantum Technology Group. Annual spending limits are set at RMB16.50 million for the period from 1 October 2026 to 31 December 2026, RMB64.85 million for 2027 and RMB59.35 million for 2028. These caps were derived from expected production plans, confirmed and forecast orders, historical purchases (RMB13.72 million in 2024, RMB11.42 million in 2025 and RMB10.84 million in 1H 2026) and a 10% buffer for market fluctuations.

Conversely, the Supply Framework Agreement authorises MEGAIN to sell finished consumable chips, MCU-based IoT chips and printing consumables to Pantum Technology Group. Sales caps are set at RMB6.03 million for the final quarter of 2026, RMB17.27 million for 2027 and RMB17.82 million for 2028, reflecting expected demand and MEGAIN’s strategic focus on chip rather than non-chip product sales. Historical supplies to Pantum Technology Group were RMB43.89 million in 2024, RMB63.18 million in 2025 and RMB15.30 million in 1H 2026.

Pricing for both agreements will be negotiated order-by-order. Purchases by MEGAIN must be on terms no less favourable than offers from at least two independent suppliers or, where Pantum is sole source, no less favourable than Pantum’s sales to third parties. Sales by MEGAIN to Pantum must match or exceed terms granted to independent customers.

Because Pantum Technology is an associate of MEGAIN’s controlling shareholder Geehy International, the transactions constitute connected transactions under Hong Kong Listing Rules. Independent shareholders will vote on the agreements and their annual caps at an extraordinary general meeting scheduled for 5 October 2026 via eVoting. Directors with roles in Pantum Technology or Geehy Group—Chairman Wang Dongjie, CEO Wang Yuanxue and Non-executive Director Liu Tao—have abstained from the board vote.

The Independent Board Committee has appointed Lego Corporate Finance as independent financial adviser. Both the committee and the adviser deem the agreements and caps to be fair, reasonable and in the interests of independent shareholders.