Wenye Group Holdings Limited (Wenye Group) disclosed that its PRC subsidiary, Shenzhen Wenye Intelligent Construction Technology Co., Ltd. (Wenye Intelligent), signed a subcontract on 28 May 2025 with Shenzhen Hengtuonengjian Technology Co., Ltd. (SHTL) to provide interior design and decoration services for a 4-star hotel project in Tongliao City, Inner Mongolia. The contract is valued at approximately RMB6.62 million (HK$7.61 million, VAT-exclusive) with a construction period of 120 calendar days, covering material procurement, on-site construction, testing, inspections and warranty services.

SHTL is 65% owned by Executive Director Mr. Chen Zhouyu, the son of former non-executive director Mr. Chen Li. This shareholding renders SHTL an associate under Listing Rule 14A.12, making the subcontract a connected transaction subject to announcement, circular, independent shareholders’ approval and reporting requirements. These obligations were not met at the time of signing due to the Company’s misinterpretation of the Listing Rules.

All works under the subcontract have been completed. The Board considers the terms fair and reasonable, citing anticipated revenue generation and enhanced market reputation from the high-profile hotel project.

To address the compliance lapse, Wenye Group plans to: 1) conduct targeted Listing Rules training for directors, senior management and business staff by 30 June 2026; 2) strengthen internal controls over connected transactions by the same date; and 3) continue consulting external professional advisers.

Trading in Wenye Group shares has been suspended since 9:00 a.m. on 5 December 2025 and will remain halted until resumption guidance is satisfied. Shareholders and potential investors are advised to exercise caution when dealing in the Company’s securities.