Announcement on the Acquisition of 100% Equity of Angi (Shanghai) Automation Engineering Co., Ltd. and Related Party Transaction

Securities Code: 300457

Securities Abbreviation: Winhong Technology

Announcement Number: 2026-027

Shenzhen Winhong Technology Co., Ltd.

Announcement on the Acquisition of 100% Equity of Angi (Shanghai) Automation Engineering Co., Ltd. and Related Party Transaction

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

Special Note:

1. The Company, at its 29th meeting of the Fifth Board of Directors held on June 17, 2026, reviewed and approved the non-public agreement transfer of 100% equity of Angi (Shanghai) Automation Engineering Co., Ltd. (hereinafter referred to as "Angi Automation") from Shanghai Electric Power Holdings Group Co., Ltd. (hereinafter referred to as "Electric Power Holdings"), Shanghai Qingwang Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Qingwang Venture"), Shanghai Dongshu Venture Capital Center (Limited Partnership) (hereinafter referred to as "Dongshu Venture"), Shanghai Yuanpai Investment Center (Limited Partnership) (hereinafter referred to as "Yuanpai Investment"), and five other individual shareholders (hereinafter referred to as "this transaction").

2. The transaction price is based on the appraised value of all equity interests of Angi Automation as of December 31, 2025. The total transaction amount is RMB 204.3484 million (determined according to the final appraised price filed with the State-owned Assets Supervision and Administration Commission). Among them, the company will acquire 58.02% of Angi Automation's shares from Electric Power Holdings, with a transaction amount of RMB 11,856.29 million (determined according to the final appraised price filed with the State-owned Assets Supervision and Administration Commission based on the shareholding ratio). Upon completion of this transaction, the company will hold 100% of Angi Automation's equity, and Angi Automation will be included in the company's consolidated financial statements.

3. In accordance with the "GEM Stock Listing Rules of the Shenzhen Stock Exchange" and other regulations, given that the transferor, Electric Power Holdings, is the company's indirect controlling shareholder and a related legal person of the company, this transaction constitutes a related party transaction. However, it does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and has not reached the standard for shareholder approval.

I. Transaction Overview

1. The Company intends to sign a "Share Transfer Agreement" with all shareholders of Angi Automation to acquire 100% of Angi Automation's equity for RMB 20,434.84 million. Upon completion of this equity acquisition, the Company will hold 100% of Angi Automation's equity.

2. Electric Power Holdings is the Company's indirect controlling shareholder and a related legal person of the Company. This transaction constitutes a related party transaction. Apart from this, there is no other relationship between Angi Automation's other shareholders and the Company.

3. The Company reviewed and approved the "Proposal on the Acquisition of 100% Equity of Angi (Shanghai) Automation Engineering Co., Ltd. and Related Party Transaction" at the 29th meeting of the Fifth Board of Directors held on June 17, 2026 (Voting Results: Related Directors Jia Tinggang, Zheng Yingxia, Shen Yuling, and Jiang Jianfei recused themselves from voting. 5 votes in favor, 0 against, 0 abstentions). This matter has been reviewed and approved by the independent directors' special meeting. This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and has not reached the standard for shareholder approval.

4. As of the date of this transaction, in the past 12 months, excluding daily related party transactions, the related party transactions between the Company and Electric Power Holdings have not reached more than 5% of the absolute value of the Company's net assets in the most recent audited period.