Prospectus for Issuance of Shares to Specific Targets and Listing on the ChiNext Market (Draft for Declaration)

Stock Abbreviation: Sino Wealth Electronic Stock Code: 300327

Sino Wealth Electronic Ltd. (Address: Room 3, Lane 767, Jinzhong Road, Changning District, Shanghai)

Prospectus for Issuance of Shares to Specific Targets and Listing on the ChiNext Market (Draft for Declaration)

Sponsor (Lead Underwriter) Huatai United Securities Co., Ltd. (Address: Room 401, Building B7, Qianhai Shenzhen-Hong Kong Fund Town, No. 128 Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen)

Announcement Date: June 2026

Important Notice

The Company specifically reminds investors to carefully read the full content of this prospectus and pay special attention to the following important matters before making any investment decisions.

I. Overview of the Issuance of A-Shares to Specific Targets

1. Matters related to this issuance of shares to specific targets have been reviewed and approved by the 7th meeting of the 6th Board of Directors, the 9th meeting of the 6th Board of Directors, and the 1st Extraordinary General Meeting of 2026. According to relevant laws, regulations, and normative documents, this issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the CSRC before it can be implemented. The final issuance plan shall be subject to the plan approved by the CSRC.

2. The target of this issuance is the Company's controlling shareholder, Zhineng Gongdian. The target will subscribe for the shares in RMB cash. This issuance constitutes a related-party transaction. The independent directors have held a special meeting to review this transaction. During the Board's review of the relevant proposals, related directors abstained from voting. During the General Meeting's review of the relevant matters, related shareholders abstained from voting.

3. The pricing benchmark date for this issuance is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the Company's shares for the 20 trading days preceding the pricing benchmark date (Average price = Total transaction amount for the 20 trading days / Total transaction volume for the 20 trading days). If there are new regulations or regulatory opinions regarding the pricing principles for such issuances, the Company will make adjustments accordingly.

4. The total amount of funds to be raised shall not exceed RMB 1,000,000,000 (inclusive). The number of shares to be issued is determined by dividing the total raised funds by the issuance price, with a maximum of 49,407,114 shares (inclusive), not exceeding 30% of the total share capital prior to the issuance. The final cap is subject to the number of shares approved by the CSRC.

If the Company experiences ex-rights or ex-dividend events such as dividend distributions, bonus issues, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the subscription quantity will be adjusted accordingly based on the subscription amount and the adjusted issuance price as per the "Conditional Share Subscription Agreement" and its supplementary agreement.

1. If, upon completion of this issuance, the voting shares held by Zhineng Gongdian do not exceed 30% of the Company's issued shares, the shares subscribed shall not be transferred within 18 months from the end of the issuance. If the voting shares exceed 30%, the shares shall not be transferred within 36 months. In accordance with the "Administrative Measures for the Takeover of Listed Companies," the 7th meeting of the 6th Board of Directors and the 1st Extraordinary General Meeting of 2026 approved the exemption of Zhineng Gongdian from the obligation to make a tender offer.

2. The net proceeds after deducting issuance expenses will be used for the following projects: