Announcement on Signing a Conditional Share Subscription Agreement with the Issuance Target and Related Party Transaction of Issuing A Shares to Specific Objects

Shenzhen Kelu Electronics Co., Ltd.

Announcement on Signing a Conditional Share Subscription Agreement with the Issuance Target and Related Party Transaction of Issuing A Shares to Specific Objects

The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false representations, misleading statements, or material omissions.

Key Information Prompt:

1. Shenzhen Kelu Electronics Co., Ltd. (hereinafter referred to as the "Company" or "Kelu Electronics") plans to issue A shares to its controlling shareholder, Midea Group Co., Ltd. (hereinafter referred to as "Midea Group") (hereinafter referred to as "this issuance" or "this private placement of shares").

2. The Company and Midea Group have signed the "Conditional Share Subscription Agreement for Private Placement of Shares by Shenzhen Kelu Electronics Co., Ltd. and Midea Group Co., Ltd." (hereinafter referred to as the "Conditional Share Subscription Agreement"). This issuance constitutes a related party transaction but does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a backdoor listing.

3. Upon completion of this issuance, Midea Group, as the subscriber, will further strengthen its controlling shareholder status. After this issuance, the Company's controlling shareholder will remain Midea Group, and the actual controller will remain Mr. He Xiangjian. This transaction will not result in a change of control of the Company.

4. The relevant proposals for this issuance have been reviewed and approved by the Company's Independent Director Special Committee at its third meeting in 2026, the Audit Committee of the Board of Directors at its sixth meeting in 2026, and the Second (Extraordinary) Meeting of the Tenth Board of Directors. This issuance is subject to approval by the Company's shareholders' meeting, review and approval by the Shenzhen Stock Exchange, and registration and approval by the China Securities Regulatory Commission before it can be implemented. There is uncertainty regarding whether the above approvals will be obtained and the timing of such approvals. Investors are reminded to pay attention to investment risks.

I. Overview of Related Party Transactions

On July 9, 2026, the Company and Midea Group signed the "Conditional Share Subscription Agreement for Private Placement of Shares by Shenzhen Kelu Electronics Co., Ltd. and Midea Group Co., Ltd." Midea Group agrees to subscribe for all shares issued by the Company in cash. The number of shares issued in this offering shall be the total amount of raised capital divided by the issue price, and shall not exceed 30% of the Company's total share capital before this issuance. Calculated based on the Company's total share capital as of June 30, 2026, the number of shares issued in this private placement shall not exceed 501,765,182 shares (inclusive). The pricing benchmark date for this issuance is the first day of the offering period, and the issue price shall not be less than 80% of the average daily trading price of the Company's shares in the 20 trading days prior to the pricing benchmark date. The total amount of capital to be raised in this issuance shall not exceed RMB 2.5 billion.

Midea Group is the Company's controlling shareholder. According to the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, this issuance constitutes a related party transaction.

The relevant proposals for this issuance have been reviewed and approved by the Company's Independent Director Special Committee at its third meeting in 2026 and the Audit Committee of the Board of Directors at its sixth meeting in 2026. The Company held the Second (Extraordinary) Meeting of the Tenth Board of Directors on July 9, 2026, and reviewed and approved the relevant proposals for this issuance. Ms. Song Jiaoyang and Mr. Lai Liang Sheng, related directors, abstained from voting on the relevant proposals. This issuance is subject to approval by the Company's shareholders' meeting, review and approval by the Shenzhen Stock Exchange, and registration and approval by the China Securities Regulatory Commission before it can be implemented. The controlling shareholder, Midea Group, will abstain from voting on the relevant proposals at the shareholders' meeting.