Pengwin Holding (Shenzhen) Announces Board Approval to Acquire Minority Equity in Subsidiary

1. Type of acquisition (e.g., merger, spin-off, acquisition, or share transfer): Acquisition

2. Date of occurrence: July 23, 2026

3. Names of companies involved in the acquisition (e.g., merging party, newly established company from spin-off, acquisition target or share transfer subject): Acquiring company: Qingding Precision Electronics (Huai'an) Co., Ltd. (hereinafter "Qingding Precision") Target company: Huai'an Shengxin Park Management Co., Ltd. (hereinafter "Shengxin Company")

4. Counterparty (e.g., other party in merger, transferee in spin-off, or party from whom shares are acquired or transferred): Huai'an Jiawei Industrial Development Co., Ltd. (hereinafter "Jiawei Company")

5. Is the counterparty a related party?: Yes

6. Relationship between the counterparty and the company (e.g., the company holds XX% investment in the investee), and explanation of why the acquisition target is a related enterprise or individual, and whether it affects shareholder rights: Group company

7. Purpose and terms of the acquisition, including rationale, consideration, and payment timing: (1) Rationale: Upon completion, Qingding Precision’s equity stake in Shengxin Company will increase from 76.47% to 100%, simplifying the ownership structure and reducing related-party transactions. (2) Consideration: Cash payment of RMB 160.87 million for Shengxin Company’s equity. (3) Payment timing: As stipulated in the agreement.

8. Expected benefits post-acquisition: Optimization of asset structure and reduction of related-party transactions

9. Impact of the acquisition on net asset value per share and earnings per share: No impact

10. Type of consideration and source of funds: Type of consideration: Cash Source of funds: Internal funds

11. Share exchange ratio and calculation basis: Not applicable

12. Has the accountant, lawyer, or underwriter issued a non-reasonable opinion on this acquisition?: No

13. Name of accounting firm, law firm, or securities underwriter: Nanjing Great Wall Land Real Estate Asset Appraisal and Cost Consulting Co., Ltd.

14. Name(s) of accountant(s) or lawyer(s): Yu Lin, Liu Hui

15. Professional license number(s) of accountant(s) or lawyer(s): Yu Lin: Certified Professional Member, Asset Appraiser No. 32190250 Liu Hui: Certified Professional Member, Asset Appraiser No. 11230523

16. Content of the independent expert’s opinion on the reasonableness of the share exchange ratio, cash or other assets distributed to shareholders: Based on the asset-based valuation method, the total equity value of Shengxin Company as of the valuation date (May 31, 2026) was assessed at RMB 683.6987 million. Accordingly, the 23.53% equity held by Jiawei Company is valued at RMB 160.8743 million.

17. Expected completion timeline: Expected to be completed by the end of August 2026

18. Matters concerning rights and obligations assumed by the surviving or newly established company (if applicable): Not applicable

19. Basic information of companies involved in the merger: Not applicable

20. Matters related to spin-off: Not applicable

21. Conditions and restrictions on future transfer of acquired shares: None

22. Plans after completion of acquisition: Not applicable

23. Other important agreed matters: None

24. Other significant matters related to the acquisition: Not applicable

25. Did any director object to this transaction?: No

26. Information on directors with conflicts of interest in the acquisition transaction: In this related-party transaction, Chairman Shen Qingfang recused himself and did not participate in the discussion or voting.

27. Does this involve a change in business model?: No

28. Explanation of business model change: Not applicable

29. Transaction history with the counterparty in the past year and expected in the next year: None

30. Source of funds: Not applicable

31. Other explanatory matters: None