HOLLWIN URBAN Plans RMB49.54 Million Related-Party Takeover of Liwei Zhongtian; Seeks Shareholder Nod to Reallocate IPO Funds

HOLLWIN URBAN Operation Service Group Co., Ltd. (Hollwin Urban, 02529) will ask independent shareholders to approve the 100% acquisition of Hunan Liwei Zhongtian Technology Development for RMB49.54 million and a related change in use of H-share IPO proceeds at an extraordinary shareholders’ meeting on 30 June 2026.

Key Transaction Terms • Counterparties: 51% seller Changsha Urban Development Group (CSUDGCL, Hollwin Urban’s controlling shareholder) and five minority founders holding the remaining 49%. • Consideration: RMB49.54 million in cash—equal to the asset-based valuation of Liwei Zhongtian as at 30 June 2025—funded from internal resources. • Payment schedule: 70% on completion; three annual tranches of 5% each tied to profit targets; final 15% linked to recovery of RMB124.27 million baseline receivables. • Performance guarantee: cumulative audited net profit of at least RMB24.00 million over three years (RMB6.55 million, RMB8.00 million and RMB9.45 million respectively). Shortfalls trigger cash compensation capped at 15% of consideration. • Receivables recovery: sellers must secure repayment of baseline receivables; incentive of 60% of excess recovery up to a defined cap. • Subsequent share purchase: individual sellers will reinvest 50% of their after-tax proceeds to buy unlisted Hollwin Urban shares from CSUDGCL, subject to a 36-month lock-up.

Strategic Rationale Hollwin Urban says the deal broadens its smart-city and digital solutions capability, strengthens its qualifications in intelligent systems engineering, and aligns with its goal of becoming a leading integrated urban service provider. Liwei Zhongtian posted FY2025 revenue of RMB80.18 million and profit of RMB0.59 million; the valuation represents a 1.0% premium to book net assets.

Change in Use of IPO Proceeds Of the HK$86.40 million net raised in its May 2024 listing, HK$64.50 million remained unutilised at the latest practicable date. The board proposes shifting HK$12.60 million originally earmarked for team expansion and training into the “strategic acquisitions” pool, raising that allocation to HK$37.80 million to partly fund the purchase.

Approval and Timetable Because CSUDGCL is a connected person, the acquisition constitutes a discloseable and connected transaction. CSUDGCL and its associate (together holding 75% of issued shares) will abstain from voting. The EGM is scheduled for 30 June 2026 in Changsha; proxy forms are due by 29 June 2026.