Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Related Party Transaction

Potential Energy Holding Co., Ltd.

Announcement Number: 2026-048

Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Related Party Transaction

The board of directors and all directors of this company guarantee that this announcement contains no false or misleading statements or significant omissions, and they shall bear legal responsibility for the authenticity, accuracy, and completeness of its content.

Special Instructions:

1. Potential Energy Holding Co., Ltd. (hereinafter referred to as "Potential Energy," "the Company," or "the Listed Company") plans to issue A-shares to a specific target (hereinafter referred to as "this issuance" or "this issuance to a specific target"). The issuance target is the Company's controlling shareholder, Mr. Zhou Jinming, who will subscribe for all shares issued in cash. The total funds raised will not exceed RMB 20,000,000 (inclusive). After deducting issuance expenses, the net proceeds will be used to supplement working capital and repay bank loans. The pricing base date for this issuance of A-shares to a specific target will be the first day of the issuance period. The issuance price will not be less than 80% of the average trading price of the Company's A-shares over the 20 trading days prior to the pricing base date. The number of A-shares to be issued to the specific target will be determined by dividing the total funds raised by the issuance price, and will not exceed 30% of the Company's total share capital before this issuance, subject to the registration approval documents from the China Securities Regulatory Commission regarding this issuance.

2. Mr. Zhou Jinming is the controlling shareholder and actual controller of the Company. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other regulations, Mr. Zhou Jinming is a related party of the Company. Mr. Zhou Jinming's cash subscription for the A-shares to be issued by the Company constitutes a related party transaction.

3. This issuance to a specific target is subject to approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and registration approval by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). There is uncertainty regarding whether this issuance will be approved by the relevant regulatory authorities and the time it will take to obtain such approval.

4. Regarding subsequent matters related to this issuance, the Company will fulfill its information disclosure obligations in a timely manner based on the progress of the situation. This issuance is subject to uncertainty, and investors are advised to pay attention to investment risks.

I. Overview of Related Party Transactions

On August 4, 2026, the Company held the fourteenth meeting of the Sixth Board of Directors, which deliberated and approved the "Proposal on the Company Meeting the Conditions for Issuing A-shares to Specific Targets," the "Proposal on the Company's 2026 Plan for Issuing A-shares to Specific Targets," and the "Proposal on the Company's 2026 Issuance of A-shares to Specific Targets Constituting a Related Party Transaction," among other proposals. The Company plans to issue shares to a specific target to raise a total of no more than RMB 20,000,000 (inclusive). The issuance target is Mr. Zhou Jinming, and the Company has signed the "Conditional Share Subscription Agreement for Issuance of A-shares to Specific Targets by Potential Energy Holding Co., Ltd. and Zhou Jinming" (hereinafter referred to as the "Conditional Share Subscription Agreement") with Mr. Zhou Jinming.

As of the disclosure date of this announcement, Mr. Zhou Jinming directly holds 131,740,000 shares of the Company, accounting for 41.17% of the Company's total share capital before this issuance. His concerted party, Mr. Zhou Zilong, directly holds 17,070,000 shares, accounting for 5.33% of the Company's total share capital before this issuance. Together, they hold 148,810,000 shares, accounting for 46.50% of the Company's total share capital before this issuance. Mr. Zhou Jinming is the controlling shareholder and actual controller of the Company. According to the relevant regulations of the "Shenzhen Stock Exchange GEM Stock Listing Rules," this issuance constitutes a related party transaction.