MEGAIN Holding (Cayman) Co., Ltd. and Geehy International Limited jointly reported the latest status of the possible unconditional mandatory cash offer for all MEGAIN shares not already held by Geehy and its concert parties. The offer can only proceed if the share purchase and subscription completions occur simultaneously, with all related conditions met or waived by the 31 August 2026 long-stop date.

Key developments:

• Outstanding conditions – Except for the approvals from China’s Ministry of Commerce (ODI approvals) obtained on 30 April 2026, all other prerequisites under the Share Purchase Agreement and the two Subscription Agreements remain pending. These include: – Stock Exchange approval for the listing of the Specific Mandate Subscription Shares; – All additional consents and approvals required for the proposed share subscriptions.

• Connected-transaction classification – On 21 May 2026 the Stock Exchange exercised its discretionary power under Listing Rule 14A.20, classifying Geehy as a connected person of MEGAIN. Consequently, the Specific Mandate Subscription is treated as a connected transaction, triggering the need for independent shareholder approval.

• Shareholder vote scheduled – MEGAIN will seek a specific mandate for the issuance of the subscription shares at an extraordinary general meeting (EGM) set for 29 June 2026, to be held immediately after the annual general meeting.

• Next steps – Both parties will continue working to satisfy the remaining conditions before the long-stop date. Further joint announcements will be issued as required under the Listing Rules and the Takeovers Code.

Cautionary note:

Completion of the share purchase and subscription agreements is uncertain. The cash offer will only be made if all completion conditions are fulfilled or waived simultaneously. Shareholders and potential investors are advised to exercise caution when dealing in MEGAIN securities and consult professional advisers if in doubt.