NVC International announced that its indirect subsidiary, Zhejiang Youtong Technology, has signed a capital-injection agreement with Zhejiang Miler Technology (the “Subscriber”) and Zhejiang NVC Lighting (the “Target Company”). The Subscriber has injected RMB8.45 million in cash, of which RMB5.00 million increases the Target Company’s registered capital to RMB25.00 million and RMB3.45 million is credited to the capital reserve.
Post-transaction, Youtong Technology’s equity interest in the Target Company will fall from 100% to 80%, while the Subscriber will hold the remaining 20%. Despite this dilution, Zhejiang NVC Lighting will remain a consolidated subsidiary of NVC International, and the transaction will be accounted for as an equity transaction without any gain or loss recognised in group earnings.
The consideration was set after arm’s-length negotiations and referenced three benchmarks: 1) An independent valuation by Jones Lang LaSalle Corporate Appraisal and Advisory that placed 100% equity value of the Target Company at approximately RMB42.24 million as of 31 December 2025; 2) The unaudited consolidated net asset value of RMB36.60 million as at the same date; 3) Strategic benefits related to management incentive alignment.
Listing Rules classification: the dilution constitutes a deemed disposal under Rule 14.29 of the HKEX Listing Rules. With the highest applicable percentage ratio exceeding 5% but below 25%, the deal is treated as a discloseable transaction, requiring announcement and reporting.
Operational snapshot of the Target Company (unaudited): • 2025 profit after tax: RMB8.25 million, vs. RMB26.19 million in 2024 • 2025 profit before tax: RMB8.72 million, vs. RMB27.37 million in 2024 • 31 December 2025 net asset value: RMB36.60 million The Target Company, established in 2007, manufactures and sells energy-saving lamps and lighting fixtures and conducts related R&D and import-export activities.
Proceeds from the capital injection are earmarked for working-capital needs. A three-year lock-up restricts any share transfers by both Youtong Technology and the Subscriber, with Youtong retaining a right of first refusal on subsequent transfers after the lock-up period.
Management views the transaction as a mechanism to attract and retain key managers by granting them equity participation, thereby aligning their interests with those of NVC International and its shareholders.