MINIEYE (02431) has agreed to purchase a 50% stake in Xi’an Tongtu Technology Co., Ltd. (“Tongtu Technology”) from ZTO Express Co., Ltd. for a total consideration of RMB 25.00 million. The transaction, signed on 29 May 2026 after market close, will be settled through a mixed payment of RMB 20.00 million in new MINIEYE H shares and RMB 5.00 million in cash.
Key terms and structure • Payment mix: 2.34 million new H shares (RMB 20.00 million) to be issued at HK$9.81 per share—equal to a 0.81% discount to the 29 May closing price and a 2.53% premium to the preceding five-day average—plus RMB 5.00 million in cash. • Issuance size: The new shares represent approximately 0.56% of MINIEYE’s enlarged share capital (414.75 million shares post-issue). • Funding: Cash outlay will be met from internal resources; shares will be issued under the existing general mandate. • Lock-up: ZTO WH Holding Ltd.—an affiliate of seller ZTO and the registered subscriber—has committed to a six-month lock-up on the Consideration Shares.
Conditions and timeline Settlement will occur in two tranches. The share consideration is due within 15 business days after MINIEYE receives (1) Tongtu’s new articles of association/shareholder resolutions and (2) Stock Exchange approval for the listing of the new H shares. The cash payment follows within seven business days of completing the equity-transfer registration and issuance of a new business licence for Tongtu. Completion remains subject to standard conditions precedent, including regulatory filings, licence confirmations and absence of material adverse changes.
Financial profile of Tongtu Technology Unaudited figures prepared under PRC GAAP show: • Total assets fell from RMB 7.62 million (end-2024) to RMB 2.86 million (end-2025). • Net assets declined from RMB 3.85 million to RMB 1.52 million over the same period. • Net losses narrowed from RMB 7.03 million in 2024 to RMB 5.33 million in 2025. The implied purchase price of RMB 25.00 million equates to roughly 16.5 times Tongtu’s 2025 net asset value; MINIEYE will initially record a 50% stake with a book value of about RMB 0.76 million.
Strategic rationale Tongtu operates in intelligent unmanned vehicle services, UAV operations, geographic information services and logistics technology. MINIEYE—focused on intelligent driving and autonomous vehicle solutions—expects the acquisition to accelerate commercial deployment of its Level-4 autonomous driving capabilities in smart-logistics scenarios. Tongtu’s nationwide logistics network and operational resources are anticipated to complement MINIEYE’s in-house perception algorithms and dispatch systems, supporting new revenue streams in driverless logistics services.
Post-deal shareholding impact Issuing 2.34 million new H shares dilutes existing shareholders by approximately 0.56%. MINIEYE’s single largest shareholder group remains the largest bloc at roughly 23.96% pre-deal and 23.83% post-deal (figures from company disclosure). ZTO WH Holding will emerge with a 0.56% stake.
Regulatory status All applicable Hong Kong Listing Rules ratios are below 5%; accordingly, the deal is classified as a “share transaction”, requiring announcement but no shareholder circular or vote. Completion is still contingent on the fulfilment of agreed conditions; investors are advised to exercise caution when dealing in MINIEYE shares.