AAC Technologies Holdings Inc. — M&A Activity 2025

Mar 28, 2025

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瑞聲科技控股有限公司

AAC Technologies Holdings Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2018)

VOLUNTARY ANNOUNCEMENT

This announcement is made by AAC Technologies Holdings Inc. (the "Company", together with its subsidiaries, the "Group") on a voluntary basis.

On 28 March 2025 (after trading hours), AAC (China) Investment Co., Ltd. (瑞聲(中國)投資有限公司) ("AAC Investment", an indirect wholly-owned subsidiary of the Company) entered into a share purchase and capital increase agreement with Hebei Chuguang Auto Parts Co., Ltd. (河北初光汽車部件有限公司) ("Chuguang"), Mr. Yuan Changzuo and Mr. Zheng Xianjie (collectively, the "Founders"), pursuant to which AAC Investment agreed to acquire approximately 53.74% interests in Chuguang at the total consideration of approximately RMB288 million (the "Transaction").

To the best of the knowledge, information and belief of the directors of the Company (the "Directors"), having made all reasonable enquiries, the Founders are third parties independent of the Company and its connected persons. The Transaction is subject to customary closing conditions as set forth in the transaction documents. Prior to the Transaction, the issued share capital of Chuguang was wholly owned by the Founders. Upon completion, Chuguang will become an indirect non-wholly owned subsidiary of the Company. The Founders will hold the remaining interests in Chuguang. The Founders, together with Chuguang's other existing core management, will continue to manage the operations of Chuguang.

ABOUT CHUGUANG

Chuguang is a limited liability company, incorporated in 2016 in the High-Tech Zone of Shijiazhuang, Hebei Province, China. It is classified as a National High-Tech Enterprise and Specialized/Innovative Small Medium Enterprise. Chuguang is a leading Chinese manufacturer specializing in the research, development and production of electronic component modules, primarily focusing on developing automotive factory-installed electronic products, with core expertise in technological innovation and product applications for in-vehicle acoustic voice interaction systems and active noise cancellation sensing units. Its product portfolio includes, amongst others, automotive analog microphone modules, digital microphone modules, E-CALL microphone modules, array microphone modules, headrest microphone modules, exterior vehicle microphone modules, and road noise cancellation (RNC) sensor modules.

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In recent years, Chuguang’s technology has expanded into in-vehicle electronic modules such as charging modules, ambient lighting, and emergency call switches. With dozens of core intellectual property rights related to these products. Chuguang has established extensive partnerships with leading joint-venture original equipment manufacturers (OEMs), national OEMs and new entrants in China. Its unaudited revenue for the year ended 31 December 2024 was RMB252 million$^{(Note)}$, achieving a compound annual growth rate (CAGR) of 108% over the past three years. Chuguang is now a major domestic supplier of automotive digital microphone modules in terms of market share.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction is expected to further enhance the Group’s acoustic system solutions capabilities, including strengthening electronic component module competencies in consumer electronics and achieving a comprehensive closed-loop solution in automotive applications – spanning sound sensing, processing and audio playing. Subsequent to the Transaction, the Group will leverage its established global network to accelerate Chuguang’s international market expansion.

The Transaction is priced at a price-to-earning ratio of less than 10 times$^{(Note)}$. Considering the reasons for and benefits of the Transaction as mentioned above, the Directors consider that the Transaction is fair and reasonable and in the interests of the shareholders of the Company as a whole.

As all applicable percentage ratios calculated under Rule 14.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) are below 5%, the Transaction does not constitute a notifiable transaction under the Listing Rules.

Potential investors and shareholders of the Company are advised to exercise caution when dealing in the Company’s securities.

• For ease of reference, the names of the companies or entities (including the PRC established companies or entities) have been included in this announcement in both the Chinese and English languages. The name in Chinese language is the official name of each such company or entity, while that in English language is translation of the Chinese name, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese version shall prevail.

Note: It was based on unaudited pro forma financial information of Chuguang for the year ended 31 December 2024.

By order of the Board

AAC Technologies Holdings Inc.

Zhang Hongjiang

Chairman

Hong Kong, 28 March 2025

As at the date of this announcement, the Board comprises Mr. Pan Benjamin Zhengmin, Mr. Mok Joe Kuen Richard and Ms. Wu Ingrid Chun Yuan, together with three Independent Non-executive Directors, namely Mr. Zhang Hongjiang, Mr. Kwok Lam Kwong Larry and Mr. Peng Zhiyuan.