Eston (02715): The subsidiary plans to acquire the total shares of Nanjing Eston Cool Zhuo Technology Co., Ltd.

According to Zhitong Finance App, Eston (02715) announced that on August 4, 2026 (after the trading period), Aston Robotics and Dingtong Electromechanical (both wholly-owned subsidiaries of the Company) signed an equity acquisition agreement with the seller (original shareholder and partner seller) and the target company Nanjing Eston Cool Zhuo Technology Co., Ltd., according to this, (i) Eston Robotics conditionally agreed to sell about 83.26% of the target company's shares at a total cost of RMB 406 million.

Also, (ii) Aston Robotics and Dingtong Electromechanical conditionally agreed to the acquisition, and the partnership seller conditionally agreed to sell all partnership interests in partnership 1 (Nanjing Cool Zhuo Collaborative Enterprise Management Partnership (limited partnership)), partnership 2 (Nanjing Cool Zhuo Win-Win Technology Partnership (limited partnership)), and partnership 3 (Nanjing Cool Zhuo Co-Creation Technology Partnership (limited partnership)) held a total of about 16.74% of the target company's shares, at a total cost of RMB 81.54 million.

Upon completion, the target company will become an indirect wholly-owned subsidiary of the Company, and the target company's financial results will be incorporated into the Group's financial statements.

The directors believe that this transaction is conducive to enhancing the company's long-term comprehensive competitiveness and is in line with the company's long-term development and strategic plans. The specific analysis is as follows:

(1). Expand the product matrix to continuously meet the diversified needs of customers

After a long period of technology accumulation and production capacity construction, Eston Cool has formed mature collaborative robots and physical intelligent solutions, and has large-scale product delivery capabilities. Through this acquisition, it will help further expand the company's product matrix, establish a full-scene robot product system of “heavy-duty industrial robot+lightweight collaborative robot+physical intelligent robot”, and achieve horizontal expansion of the industrial chain. Relying on a multi-level, full-category product layout, we further enhance customer stickiness and meet the diverse and multi-scenario automation needs of customers.

(2). Share market resources to accelerate large-scale expansion of target businesses

The company has established a marketing network and localized service system covering the whole country and the world, and is deeply involved in core industrial customers such as automobiles, new energy, and high-end equipment. After the transaction is completed, Eston Cool products can be actively introduced into the supply chain system of leading existing customers. Relying on the company's complete technical service network, pre-sales plan support and after-sales operation and maintenance system, the product delivery cycle and on-site commissioning time can be effectively shortened, and investment in market expansion can be reduced. At the same time, it integrates the resource advantages of both industries and collaborates to develop incremental markets such as 3C electronics, precision medicine, and flexible automation for small and medium-sized enterprises; using the company's brand influence to increase the market penetration rate of Eston Cool products, achieve customer resource sharing and complementary application scenarios, and fully unleash the collaborative value of the market.

(3). Deepen strategic layout and integrate R&D resources to improve investment efficiency

Eston Cool has built a full-stack self-developed technology platform for intelligent software and hardware. The core R&D team has cutting-edge technical research capabilities and industry-academia research accumulation, and participated deeply in the formulation of China's first batch of national standards for humanoid robots. As the first chairman unit of the Jiangsu Realistic Intelligent Robotics Industry Alliance, the company closely follows the technological evolution of the industry and continues to promote the strategic layout of industrial transformation in line with downstream market demand. This transaction is in line with the company's overall development strategy of personalized intelligence. It is conducive to integrating R&D capabilities of both parties, optimizing the allocation of innovative resources, shortening the R&D iteration cycle, speeding up the implementation of artificial intelligence patents, technology iteration and industrialization, reducing investment in cutting-edge technology research and development, promoting the deep integration of robots and intelligent technology, and promoting large-scale implementation of personalized intelligent solutions in industrial scenarios.

(4). Intensive scale manufacturing, integrated optimization of supply chain and production resource allocation

The company has a high autonomy rate for industry-leading robot core components, self-developed and large-scale mass production of key components such as servo motors, drivers, and controllers. It has a mature supply chain system, centralized procurement scale advantages, and standardized manufacturing capabilities. After the transaction is completed, the two sides will promote collaboration and integration of core component procurement, manufacturing, testing and certification, etc., to give full play to scale effects to optimize the cost structure; rely on production line resource sharing and unified quality management systems to continuously improve overall production and operation efficiency.