Announcement Regarding Company Share Transfer Agreements and Proposed Change of Control

Securities Code: 300996

Bond Code: 123261

Securities Abbreviation: PTL Software

Bond Abbreviation: PTL Software Convertible Bond

Announcement Number: 2026-045

PTL Software Co., Ltd.

Announcement Regarding Company Share Transfer Agreements and Proposed Change of Control

The controlling shareholders, actual controllers Lin Guoqiang, Wang Hu, and their concerted parties Xiang Hongwei, Zhang Bingbing, Ren Bingzhang, Li Yansong, Shi Lianshan, Yang Hua, Xu Yanming, Li Shiqiang, Feng Xuewei, Gao Fengxin, Li Shulin, Nie Yutao, Hu Dongying, and Chen Xuyue, guarantee that the information disclosed is true, accurate, and complete, and contains no false or misleading statements or material omissions.

The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false or misleading statements or material omissions.

Special Notice:

1. On July 29, 2026, PTL Software Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company"), its controlling shareholders, actual controllers Lin Guoqiang, Wang Hu, and their concerted parties Xiang Hongwei, Zhang Bingbing, Ren Bingzhang, Li Yansong, Shi Lianshan, Yang Hua, Xu Yanming, Li Shiqiang, Feng Xuewei, Gao Fengxin, Li Shulin, Nie Yutao, Hu Dongying, and Chen Xuyue signed the "Share Transfer Agreement" with Beijing Minglue Zhaohui Technology Co., Ltd. (hereinafter referred to as "Minglue Zhaohui"). Pursuant to the "Share Transfer Agreement," Lin Guoguiang, Wang Hu, Xiang Hongwei, Zhang Bingbing, Ren Bingzhang, Li Yansong, Shi Lianshan, Yang Hua, Xu Yanming, Li Shiqiang, Feng Xuewei, Gao Fengxin, Li Shulin, Nie Yutao, Hu Dongying, and Chen Xuyue plan to transfer a total of 75,473,893 shares of the Company they hold to Minglue Zhaohui, representing 19.07% of the total share capital.

2. Upon completion of this share transfer, the Company's actual controller Wang Hu will no longer hold shares in the Company, and the original concerted party relationship will terminate. The controlling shareholder, actual controllers Lin Guoguiang, Wang Hu, and their concerted parties have signed the "Termination Agreement of Concerted Action Agreement."

3. The original concerted parties have signed the "Letter of Undertaking Regarding Not Seeking Control of PTL Software Co., Ltd.," undertaking that during their holding of PTL Software shares, they will not seek the actual control of PTL Software; they will not cooperate/conspire/assist any third party in seeking the actual control of PTL Software; they will not reach any tacit understanding or otherwise affect/obstruct Minglue Zhaohui's position as the controlling shareholder of PTL Software, or the exercise of actual control.

4. After this equity change, the Company's controlling shareholder will change from Lin Guoguiang and Wang Hu to Minglue Zhaohui, and the actual controller will change to Wu Minghui.

5. The funds required for this share acquisition by Minglue Zhaohui will all come from its own funds and legally raised funds, with self-owned funds accounting for no less than 50%.

6. Minglue Zhaohui undertakes that within 60 months after the completion of this equity change, it will not directly or indirectly transfer the acquired shares of the listed company. Transfers between entities controlled by the same actual controller are not subject to the aforementioned 60-month restriction, but must comply with the "Measures for the Administration of the Takeover of Listed Companies."

7. Minglue Zhaohui undertakes that within 36 months after the completion of this equity change, there are no plans or arrangements for restructuring or injecting assets of related parties into PTL Software.

8. Minglue Zhaohui undertakes that within 36 months after the completion of this equity change, it will not pledge the acquired shares of the listed company.

9. This equity change does not trigger a mandatory offer, nor does it violate any existing undertakings.

10. This transaction is subject to the compliance review by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") and the completion of the transfer procedures at China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The completion of this transaction and its outcome remain uncertain. Investors are advised to pay attention to related risks.