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Minth Group Limited — M&A Activity 2026
May 11, 2026
49208_rns_2026-05-11_ff936cee-25a6-44b3-9dd8-3b32988a4fca.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
MINTH GROUP LIMITED
敏寶集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 425)
VOLUNTARY ANNOUNCEMENT
FRAMEWORK AGREEMENT ON
INTELLIGENT ROBOTS AND ROBOTIC DOGS
This announcement is made on a voluntary basis by the Company to keep the shareholders and potential investors of the Company informed of the latest business development of the Group.
The Company is pleased to announce that on 15 April 2026, UAT, a subsidiary of the Company, entered into the Framework Agreement with Mirle in relation to, among others, the proposed strategic cooperation and proposed establishment of one or more joint venture companies. The Framework Agreement sets out the preliminary cooperation framework between the parties. The detailed terms of the proposed joint venture, including the capital contribution schedule, governance arrangements and other implementation arrangements, are subject to further negotiation and the execution of formal agreement(s) by the parties.
Set out below is a summary of the principal terms of the Framework Agreement.
SUMMARY OF THE FRAMEWORK AGREEMENT
The salient terms of the Framework Agreement are as follows:
Date
15 April 2026
Parties
(i) UAT
(ii) Mirle
Subject Matter
UAT and Mirle intend to establish a long-term and
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comprehensive strategic partnership by leveraging their respective strengths and resources. The parties intend to collaborate on projects relating to intelligent robots and robotic dogs, including the research and development (“R&D”), manufacturing and sales of complete intelligent robots and robotic dogs, as well as the development of application scenarios for intelligent robots and robotic dogs.
Following the signing of the Framework Agreement, the parties will establish a working group as soon as practicable to discuss and formulate the detailed list of products and projects under the proposed cooperation.
Proposed Joint Venture
The parties plan to implement the project cooperation by jointly establishing one or more joint venture companies in Taiwan. The parties will further discuss the specific establishment and operation of the joint venture company or companies and may enter into one or more formal agreements, including but not limited to joint venture contracts, business agreements and technical agreements, based on the actual circumstances of the project cooperation.
Shareholding and capital contributions
It is currently proposed and expected that UAT will directly hold 60% of the equity interests in the proposed joint venture, and Mirle will directly or through its affiliates hold 40% of the equity interests in the proposed joint venture.
The registered capital of the proposed joint venture is expected to be NT$1 billion. The actual capital contribution schedule and timing will be further determined by the board of directors of the proposed joint venture based on its operational needs. Accordingly, no definitive capital contribution schedule has been fixed as at the date of this announcement.
Governance
The governance structure of the proposed joint venture, including the shareholders’ meeting and the board of directors, shall be set out in the formal joint venture agreement, articles of association or other relevant formal documents to be separately entered into by the parties.
The number of members of the board of directors of the proposed joint venture and the rules for their appointment shall be determined through subsequent negotiations between the parties.
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Scope of Business
The scope of business of the proposed joint venture is expected to include the development, manufacturing and sale of complete intelligent robots and robotic dogs. The parties also intend that the board of directors of the proposed joint venture shall have the authority to approve the developmental milestones and scope of business of the proposed joint venture.
Regulatory Approvals
The establishment of the proposed joint venture may be subject to necessary filings, submissions or approvals from competent authorities in accordance with the laws of Taiwan, including, where applicable, filings with the Fair Trade Commission, approval from the Science Park Administration if the proposed joint venture is located within a science park, and approvals from other relevant industry regulatory authorities.
Term and Termination
The Framework Agreement became effective on the date of signature by both parties. If the parties fail to file a merger notification regarding the establishment of the proposed joint venture or execute a formal joint venture agreement within 18 months following the date of execution of the Framework Agreement, either party shall have the right to terminate the Framework Agreement by giving 30 days' prior written notice to the other party.
As at the date of this announcement, the proposed joint venture has not yet been established, and the parties have not yet entered into the formal joint venture agreement or other definitive transaction documents. The proposed shareholding structure, registered capital, capital contribution schedule, governance arrangements and other implementation details remain subject to further negotiation and final agreement between the parties. The Company will make further announcement(s) as and when appropriate in accordance with the Listing Rules.
INFORMATION ON THE GROUP
The Group is primarily engaged in two major businesses, namely the R&D, production and sales of auto parts, as well as that of toolings and moulds. The auto part business of the Group mainly includes metal and trim products, plastic products, aluminum products and battery housing products. The tooling and mould business mainly includes various moulds, gauges and fixtures for the development, processing and production of automobile exterior decorative parts and body structural parts. The Group is also actively exploring new business areas and products and striving to develop a further area for growth. The Group focuses on R&D and exploration of new fields such as artificial intelligence, robotics, low-altitude economy and
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intelligent mobility. As a globalized supplier, the Group has established worldwide presence through the development of R&D, design, production and sales networks in Canada, China, France, Germany, Japan, Mexico, Poland, Serbia, South Korea, Thailand, the Czech Republic, the United Kingdom and the United States.
INFORMATION ON MIRLE
Mirle is a company incorporated in Taiwan, the shares of which are listed on the Taiwan Stock Exchange under stock code 2464. Mirle is principally engaged in the design, development, manufacture and sale of automation equipment and systems. Its major products and services include semiconductor automation systems, intelligent robots and robotic dog development, intelligent automation application systems, artificial intelligence digital technology products and services, industrial controllers and other automation-related products and services.
Mirle has core technical capabilities in semiconductor automation system integration, intelligent robots and robotic dog development. Through the proposed cooperation, Mirle is expected to contribute its automation system integration experience and robotics-related technical expertise to the proposed joint venture and related project cooperation.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mirle and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons as defined under the Listing Rules.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENT
The Group places strong strategic emphasis on the development and commercialization of robot-related products, including the R&D, production and manufacturing of core robotic components, modular products and complete robotic products. The Group believes that intelligent robots and robotic dogs represent an important area of future industrial development, with potential applications across manufacturing, logistics, inspection, security, service and other commercial scenarios.
The proposed cooperation combines the deep foundation of UAT and the Group in the global automotive components supply chain and manufacturing capabilities with Mirle's core technologies in semiconductor automation system integration and the development of intelligent robots and robotic dogs. Through the proposed cooperation, the parties intend to carry out in-depth integration in the R&D, manufacturing and multi-scenario application of complete intelligent robots, thereby leveraging complementary industrial advantages and jointly capturing opportunities in the global intelligent automation and robotics industry.
The Board believes that the Framework Agreement provides an opportunity for the Group to further expand its presence in the intelligent robotics sector, deepen cooperation with an established automation system integration partner, and explore new business opportunities in
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the R&D, manufacturing and sales of complete intelligent robots and robotic dogs. The Board considers that the entering into of the Framework Agreement is in line with the Group's long-term development strategy and is in the interests of the Company and its shareholders as a whole.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms will have the following meanings:
"Board" the board of Directors;
"Company" Minth Group Limited, a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 00425);
"Director(s)" the director(s) of the Company;
"Framework Agreement" the strategic cooperation and joint venture framework agreement dated 15 April 2026 entered into between UAT and Mirle in relation to, among others, the proposed strategic cooperation and proposed establishment of one or more joint venture companies;
"Group" the Company and its subsidiaries;
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;
"MIRle" Mirle Automation Corporation(盟立自動化股份有限公司),a company incorporated in Taiwan, the shares of which are listed on the Taiwan Stock Exchange under stock code 2464;
"NT$" New Taiwan dollars, the lawful currency of Taiwan;
"PRC" the People's Republic of China;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"UAT" United Alloy-Tech. Company, a company incorporated in Taiwan and a subsidiary of the Company.
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Yours faithfully
For and on behalf of the Board
MINTH GROUP LIMITED
Wei Ching Lien
Chairperson
Hong Kong, 11 May 2026
As at the date of this announcement, the Board comprises Ms. Wei Ching Lien, Mr. Ye Guo Qiang, Ms. Zhang Yuxia and Mr. William Chin, being executive Directors; and Ms. Chin Chien Ya, being non-executive Director; and Mr. Mok Kwai Pui Bill, Mr. Tatsunobu Sako, Professor Meng Li Qiu, Mr. Chan Pak Hung and Mr. Hu Ting Wu being independent non-executive Directors.
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