Breton Technology Co., Ltd. (BRETON) has signed an equity transfer agreement to purchase a 6.8281% stake in Shanghai Xingmiao Photoelectric Technology Co., Ltd. for RMB14.00 million, funded entirely from internal resources. The transaction was executed on 11 May 2026 and is classified as a connected transaction under Chapter 14A of the Hong Kong Listing Rules; it requires disclosure but is exempt from circular and independent shareholders’ approval because the highest applicable percentage ratio is below 5%.
Concurrent Transfers • Chairman and controlling shareholder Mr. Chen Fangming will acquire a further 4.00% of Xingmiao Photoelectric from two individual shareholders for RMB8.20 million. • Gongqingcheng Xingyuan Zhisheng Venture Capital Partnership will purchase 2.05% for RMB4.20 million. • An external investor, Mr. Liu Yan, will acquire 3.50% for RMB7.18 million.
Post-transaction, BRETON will hold 6.83% of the target company, which will be recognised as a financial asset rather than a consolidated subsidiary.
Pricing Rationale The RMB14.00 million consideration was negotiated at arm’s length, referencing: 1. Cloud Tribe Yijin’s 2018 investment cost of approximately RMB3.00 million for the same proportion of shares; 2. Xingmiao’s steady growth since 2018; 3. 2025 valuation metrics of roughly 6.6× price-to-sales and 20× price-to-earnings; and 4. An implied internal rate of return of about 22%–23% for the seller.
Strategic Fit Xingmiao Photoelectric develops picosecond-level time-measurement chips, single-photon detectors and industrial LiDAR. BRETON expects these technologies to enhance autonomous distance measurement, environmental perception and safety functions for its battery-electric mining trucks, strengthening its position in smart-mining solutions.
Financial Snapshot of Xingmiao Photoelectric (PRC GAAP) • Total assets (31 Dec 2025): RMB64.00 million • Owner’s equity (31 Dec 2025): RMB50.27 million • Revenue (2025): RMB30.83 million • Net profit (2025): RMB9.35 million
Financial Impact on BRETON The investment will be recognised as an equity asset. Management does not anticipate any material gain or loss upon completion; actual effects will depend on post-closing audits.
Governance Because Mr. Chen Fangming is a connected person and an interested party, he abstained from voting on the board resolution approving the deal. No other directors were required to abstain.