Announcement on Equity Acquisition

Announcement on Equity Acquisition

Jiangsu Wuyang Control Technology Co., Ltd. (hereinafter referred to as "Wuyang Control", "the Company", "the Listed Company") and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.

Special Reminder:

1. On June 3, 2026, Jiangsu Wuyang Control Technology Co., Ltd. signed an equity acquisition agreement with shareholders Shi Peipei, Wang Wei, Liu Song of Dongguan Kesi Yu Liquid Cooling Technology Co., Ltd. (hereinafter referred to as "Kesi Yu", "the Target Company", "the Acquired Company") to acquire 51% of Kesi Yu's equity for a total transaction price of RMB 68,085,000.
2. This transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies" and does not constitute a restructuring listing. The transaction has been approved by the Company's board of directors.
3. The transaction includes performance commitments, with the performance guarantor committing that the net profit of the Target Company for the year 2026 (the "net profit" under this transaction refers to the lower of net profit before and after deducting non-recurring gains and losses) will not be less than RMB 90 million, and the cumulative net profit for 2027 and 2028 will not be less than RMB 270 million.
4. The book value of all equity held by the shareholders of the Target Company (as of the evaluation benchmark date of March 31, 2026) is RMB 65,584,400. The assessed value of the equity to be acquired is RMB 135,700,000, with an assessed appreciation of RMB 129,141,570, resulting in an appreciation rate of 1,969.09%. The significant appreciation rate indicates potential risks for investors.
5. Other key risk factors for investors to pay attention to include:
   • (1) Significant uncertainty risk in this transaction.
   • (2) Integration risk post-acquisition.
   • (3) Risk of not meeting performance commitments.
   • (4) High assessment appreciation and goodwill impairment risk.
   • (5) Risks related to technological iteration and product upgrades.
   • (6) Uncertainty in order acquisition.
   • (7) Dependence on major customers.
   • (8) Financial and cash flow risks.

Transaction Overview

On June 3, 2026, the listed company signed the acquisition agreement to acquire a total of 51% equity of Kesi Yu. The company plans to acquire 30.60% of Kesi Yu's equity held by Shi Peipei, 15.30% held by Wang Wei, and 5.10% held by Liu Song. Upon completion of this transaction, the company will hold 51% of the Target Company's equity, which will be included in the consolidated financial statements of the listed company. The company held the third meeting of the strategic committee of the fifth board of directors and the eighteenth meeting of the fifth board of directors on June 3, 2026, to review and approve the equity acquisition matter, which does not require submission to the shareholders' meeting for approval. This transaction does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies".

Information on the Counterparties

Basic Information of the Counterparties

1. Shi Peipei: Male, Chinese nationality, ID number: 320321************, address: Dongguan City, Guangdong Province, holds 60% equity of Kesi Yu.
2. Wang Wei: Male, Chinese nationality, ID number: 340828************, address: Dongguan City, Guangdong Province, holds 30% equity of Kesi Yu.
3. Liu Song: Male, Chinese nationality, ID number: 320322************, address: Dongguan City, Guangdong Province, holds 10% equity of Kesi Yu.

Equity Transfer Details