MEGAIN Holding (Cayman) Co., Ltd. announced a connected transaction under which Geehy International Limited (the “Offeror”) will subscribe for 103.75 million new ordinary shares at HK$0.61 each.

• Deal Size and Pricing – Gross proceeds: approximately HK$63.29 million; net proceeds: about HK$61.29 million. – Issue price represents an 18.70% discount to the last closing price of HK$0.75 on 8 January 2026 and aligns with the 31 December 2025 audited net asset value of HK$0.61 per share. – New shares equal 20.00% of MEGAIN’s existing issued share capital and 16.67% of the enlarged share base (622.50 million shares).

• Concurrent Share Purchase and Resulting Shareholding Geehy International will simultaneously acquire 211.00 million existing shares from three founding vendors at HK$0.50 per share. Upon completion of both the share purchase and the subscription, Geehy International will hold 314.75 million shares, translating to 50.56% of MEGAIN’s enlarged share capital and triggering a mandatory unconditional cash offer for all remaining shares under the Takeovers Code. Public float will decline from 35.30% to 29.43%.

• Use of Proceeds Net proceeds of HK$61.29 million are earmarked as follows: – Up to 50% (≈HK$30.64 million) for R&D of chip and solution products, equipment purchases and R&D staffing. – Up to 30% (≈HK$18.39 million) for marketing, promotional activities and customer-base expansion. – Up to 20% (≈HK$12.26 million) for general working capital, mainly rent and property management fees. The company targets full utilisation of funds within three to five years.

• Conditions and Timeline Key conditions include independent shareholders’ approval, Stock Exchange listing approval for the new shares, completion of PRC outbound investment filings by the Offeror, and simultaneous completion of the vendors’ share sale. An extraordinary general meeting will be held via eVoting Portal on 29 June 2026 at 11:30 a.m. to seek independent shareholders’ approval for the specific mandate.

• Strategic Rationale Management expects the alliance with Geehy Group—a semiconductor designer specialising in printer and IoT chips and majority-owned by Pantum Technology—to enhance R&D capabilities, supply-chain efficiency and market reach. Geehy Group operates 10 global R&D centres and holds over 4,100 patents.

• Financial Snapshot For FY2025, MEGAIN recorded revenue of RMB155.34 million and a net loss of RMB83.70 million, versus a RMB9.66 million profit in FY2024. As at 31 December 2025, net assets stood at RMB286.94 million with net current assets of RMB215.61 million.

Completion of the subscription and share purchase must occur by the long-stop date of 31 August 2026; otherwise, the agreements will lapse.