Hong Kong–listed Cowell e Holdings Inc. (COWELL) on 7 May 2026 signed a Machinery Sale Agreement with its controlling shareholder Luxvisions Innovation Technology Corp. Limited (LITCL) to dispose of surplus and under-utilised production assets for a cash consideration capped at RMB40.00 million.

The package comprises various high-vacuum coating systems, laser cutting machines, high-precision die bonders and plasma, ultrasonic and centrifugal cleaning equipment. The units were originally acquired by COWELL for approximately RMB53.08 million; their unaudited net asset value stood at about RMB39.80 million as of 31 March 2026 and is expected to decline further by the delivery date due to ongoing depreciation. The final price will be set with reference to the unaudited net asset value as of 31 May 2026 (or another mutually agreed date), the exact quantity and specifications ordered, and delivery costs.

Management expects no material gain or loss on the transaction because the consideration will closely align with the updated net asset value. Proceeds will be allocated to general working capital, allowing COWELL to redeploy funds into newer, higher-specification production technology while reducing maintenance costs associated with equipment no longer central to operations.

LITCL indirectly controls about 69.94% of COWELL’s issued share capital, making the buyer a connected person under Hong Kong’s Listing Rules. This deal, together with a similar RMB30.00 million machinery sale agreement signed on 29 September 2025, is aggregated under Rule 14A.81, lifting the relevant transaction size but still keeping the highest applicable percentage ratio between 0.1% and 5%. Consequently, the agreement requires announcement and reporting but is exempt from independent shareholders’ approval.

Delivery of the machinery is scheduled within 60 days after execution of individual sub-contracts or orders and receipt of any necessary PRC regulatory clearances. All COWELL directors, including independent non-executive directors, consider the terms fair and reasonable and believe the disposal is in the interest of the company and its shareholders.