Q Technology (Group) Company Limited (Q TECH, 01478) will terminate its existing continuing connected transaction with 河源友華微機電科技有限公司 (Heyuan Youhua) and replace it with a broader, three-year framework agreement with QT Technology Investment Inc. (QT Investment), a vehicle wholly owned by Chairman Mr. He Ningning.

The board signed a termination agreement on 27 July 2026; the Heyuan Youhua Purchase Agreement will remain effective until the “Effective Date,” when shareholders approve the new arrangement at an extraordinary general meeting (EGM).

Under the proposed QT Investment Purchase Framework Agreement, effective through 31 December 2028, Q TECH will buy electronic components—such as voice-coil motors, connectors, holders, card trays and metal cases—as well as moulds, jigs and fixtures from QT Investment Group. Pricing must be no less favourable than offers from at least two independent third-party suppliers.

Annual spending caps are set at: • RMB0.33 billion for the four months from 1 September to 31 December 2026, • RMB0.77 billion for full-year 2027, and • RMB0.87 billion for full-year 2028.

These caps replace the existing RMB0.38 billion limit for 2026 under the outgoing Heyuan Youhua agreement. For the six months ended 30 June 2026, aggregate purchases from Heyuan Youhua, TDK and Actutek—before Actutek became a connected party—totalled RMB285.80 million (RMB188.40 million from Heyuan Youhua and RMB97.40 million from TDK/Actutek).

Management cites recent corporate restructuring—TDK’s divestment of relevant operations to Actutek and Actutek’s subsequent acquisition by QT Investment Group—as the driver for consolidating procurement under a single framework to streamline supply and oversight.

Given that the highest annual cap exceeds the 5% threshold under Hong Kong’s Listing Rules, the new agreement constitutes a major continuing connected transaction. Independent shareholder approval is required, with Gram Capital appointed as the independent financial adviser. Non-executive directors Mr. He, Mr. Hu Sanmu and Mr. Fan Fuqiang have abstained from voting due to their interests in QT Investment or Heyuan Youhua.

Q TECH has outlined layered internal controls, including mandatory price benchmarking against independent suppliers, monthly monitoring of transaction values, risk alerts at 80% utilisation of annual caps, and annual reviews by both independent directors and external auditors. A shareholder circular is expected by 31 August 2026 ahead of the EGM.