IWS Group Holdings Limited (IWS Group) has exited its investment in subsidiary IWS-N1 Solutions Limited through a discloseable and connected transaction concluded on 10 July 2026.

Transaction Snapshot • Seller: IWS Security System Holdings (wholly owned by IWS Group) • Purchaser: N1 Solutions Limited (already holding 49% of IWS-N1) • Assets sold: 5,100 shares representing 51% of IWS-N1 and assignment of the entire shareholder’s loan (Sale Loan). • Consideration: HK$9.30 million, of which HK$1.06 million was paid at signing; HK$8.24 million is due 90 days post-completion. • Completion: Immediate on 10 July 2026; IWS-N1 ceases to be a Group subsidiary and will be deconsolidated.

Valuation Rationale The price was set after arm’s-length negotiations, reflecting: 1) Continuous net losses at IWS-N1—HK$1.26 million (FY25) and HK$5.58 million (FY26 unaudited). 2) Net liabilities as at 31 March 2026. 3) Strategic decision to reallocate capital and strengthen liquidity.

Financial Impact • Expected unaudited disposal gain: approximately HK$5.00 million, based on the consideration versus IWS-N1’s 31 May 2026 net asset position of HK$51.22 million. • Proceeds will be used as general working capital. • Post-transaction, IWS-N1’s results, assets and liabilities will no longer be consolidated into the Group’s financial statements.

Regulatory Framework • Discloseable transaction: applicable percentage ratios exceed 5% but are below 25% (Listing Rule 14.07). • Connected transaction at subsidiary level: Purchaser is a 49% shareholder in IWS-N1; transaction is exempt from circular and independent shareholders’ approval under Rule 14A.101, with all independent non-executive directors deeming terms fair and reasonable.

Termination of Framework Agreement Concurrent with the disposal, IWS Group, N1 Solutions and NEXXTECH Innovation executed a deed to terminate the March 2025 framework agreement governing continuing connected transactions. All parties are released from future obligations, with no compensation payable.

Corporate Context IWS Group principally provides security and facility management services in Hong Kong. Divesting the underperforming security system venture allows the company to refocus resources and bolster its balance-sheet flexibility.

Directors currently on the IWS Group board include Executive Directors Ma Kiu Sang (Chairman), Ma Kiu Mo, Ma Kiu Man, Vince, and Ma Yung King, Leo; Independent Non-Executive Directors are Chang Wai Ha, Dr. Ng Ka Sing, David, and Yau Siu Yeung.