Announcement Regarding Proposed Acquisition of Esun Cool Dragon Equity by Wholly-Owned Subsidiary and Related Party Transaction

Stock Code: 002747

Stock Abbreviation: Esun Automation

Announcement No.: 2026-051

Nanjing Esun Automation Co., Ltd.

Announcement Regarding Proposed Acquisition of Esun Cool Dragon Equity by Wholly-Owned Subsidiary and Related Party Transaction

The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.

Key Information Prompts:

1. Nanjing Esun Automation Co., Ltd. (hereinafter referred to as the "Company" or "Esun"), its wholly-owned subsidiary Nanjing Esun Robot Engineering Co., Ltd. (hereinafter referred to as "Esun Robot"), and Nanjing Dingtong Electromechanical Automation Co., Ltd. (hereinafter referred to as "Dingtong Electromechanical") plan to acquire the equity of Nanjing Esun Cool Dragon Technology Co., Ltd. (hereinafter referred to as "Esun Cool Dragon", "Target Company", or "Target Company") by cash payment, with a total transaction amount of RMB 48,710.00 million. Among them, Esun Robot plans to acquire 83.26% of the equity of Esun Cool Dragon, with a transaction amount of RMB 40,555.96 million; Esun Robot and Dingtong Electromechanical plan to acquire the equity of the three employee stock ownership platforms of Esun Cool Dragon, Nanjing Esun Cool Dragon Co-creation Technology Partnership (Limited Partnership) (hereinafter referred to as "Cool Dragon Co-creation"), Nanjing Esun Cool Dragon Win-win Technology Partnership (Limited Partnership) (hereinafter referred to as "Cool Dragon Win-win"), and Nanjing Esun Cool Dragon Synergy Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Cool Dragon Synergy") as a whole, with a transaction amount of RMB 8,154.04 million. Cool Dragon Co-creation, Cool Dragon Win-win, and Cool Dragon Synergy collectively hold 16.74% of the equity of Esun Cool Dragon. After the completion of this transaction, the Company will indirectly hold 100% of the equity of Esun Cool Dragon through its subsidiaries Esun Robot and Dingtong Electromechanical, and Esun Cool Dragon will be included in the consolidated financial statements of the Company.

2. Performance commitments are set for this transaction, and the relevant performance commitment parties promise as follows: (1) From May to December 2026, and for the years 2027, 2028, and 2029, the operating revenue of Esun Cool Dragon shall not be less than RMB 70 million, RMB 120 million, RMB 180 million, and RMB 250 million respectively. The cumulative operating revenue achieved during the aforementioned commitment period shall not be less than RMB 620 million; (2) From May to December 2026, and for the years 2027, 2028, and 2029, the net profit of Esun Cool Dragon's collaborative robot business segment (net profit attributable to parent company shareholders after deducting non-recurring gains and losses, hereinafter referred to as "net profit") shall not be less than RMB 5 million, RMB 15 million, RMB 20 million, and RMB 26 million respectively. The cumulative net profit achieved during the aforementioned commitment period shall not be less than RMB 66 million.

3. The counterparty to this transaction, Nanjing Parexellence Technology Co., Ltd. (hereinafter referred to as "Parexellence"), is the controlling shareholder of the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, this transaction constitutes a related party transaction.

4. This transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies".

5. This transaction has been reviewed and approved by the second meeting of the sixth Board of Directors of the Company and is subject to approval by the Company's shareholders' meeting, and there is uncertainty.

6. This transaction involves risks such as delivery risk, risk of failure to achieve performance commitments, and acquisition and integration risks. The Company will continue to pay attention to the operating conditions of the target company and fulfill information disclosure obligations in a timely manner in accordance with relevant laws, regulations, and normative documents. Investors are advised to make cautious decisions and be aware of investment risks.