Black Sesame has agreed to purchase a controlling 60% equity interest in Zhuhai Eeasy Technology via a dual-step transaction comprising an equity transfer and a capital increase totalling RMB478.03 million.

The transaction is structured as follows: • Equity Transfer – RMB457.80 million in cash for 32.84% of Zhuhai Eeasy’s enlarged equity, with Black Sesame’s special-purpose vehicle assuming RMB0.13 million of unpaid registered capital. • Capital Increase – RMB20.22 million in cash for newly issued shares representing 40.44% of the post-enlargement equity.

Completion of the two steps is inter-conditional. Upon closing, Zhuhai Eeasy will become a non-wholly owned subsidiary, and its results will be consolidated into Black Sesame’s accounts.

Zhuhai Eeasy develops low-power AI SoC chips for driving-assistance, smart hardware and AIoT applications. Audited 2025 revenue reached RMB173.25 million (up 30.3% year on year) with a net loss of RMB86.75 million. As at 31 December 2025 the company carried net liabilities of RMB744.94 million.

Independent valuer AVISTA appraised Zhuhai Eeasy’s equity at RMB800.87 million as of 30 June 2025, implying the agreed purchase price represents a 0.99x equity value multiple.

Management shareholders have committed that the target will achieve tax-inclusive revenue of at least RMB300 million, RMB400 million and RMB500 million in 2026-2028 respectively (RMB1.20 billion in aggregate) and adjusted net profit of RMB5 million, RMB35 million and RMB50 million (RMB90 million in aggregate). If minimum thresholds are not met, Black Sesame may acquire an additional 20% equity from management for RMB1; conversely, up to 9% equity and share awards may be granted for outperformance.

Black Sesame intends to fund the acquisition with internal resources and/or bank financing. The deal constitutes a major transaction under Hong Kong listing rules and is subject to shareholder approval at an extraordinary general meeting scheduled for 17 June 2026.