USAS Building System (Shanghai) Co., Ltd. (USAS Building) has signed and completed an equity transfer agreement to sell a 43% interest in its non-wholly-owned subsidiary, MEGA Construction (Jiangsu) Co., Ltd., to Suzhou Xiangyang Technology Industrial Development Co., Ltd. for RMB33.86 million.

Transaction Highlights • Date & Counterparty: Agreement executed on 26 May 2026 with Suzhou Xiangyang Technology Industrial Development, a company 99.8% owned by Mr. Sun Yang, who is a supervisor and substantial shareholder of MEGA Construction. • Equity Sold: 43% of MEGA Construction’s registered capital. • Consideration: RMB33.86 million, settled by a single bank transfer on or before 31 May 2026; completion occurred on 29 May 2026. • Post-deal Ownership: USAS Building’s stake falls from 51% to 8%; MEGA Construction is no longer consolidated into group accounts. • Financial Impact: The disposal is expected to generate an estimated gain of approximately RMB0.02 million (RMB17,742.31) after expenses.

Valuation Basis • Independent valuer Shanghai Xinxiang Land and Real Estate Asset Valuation Co., Ltd. appraised MEGA Construction’s equity at RMB78.74 million as of 31 December 2025. • The asset-based approach was applied; the valuation shows a marginal premium of RMB0.04 million to the audited net asset value of RMB78.70 million. • The agreed price equates to 43% of the appraised equity value.

MEGA Construction Performance • FY 2025 audited net profit after tax: RMB3.67 million (vs. a RMB9.99 million loss in FY 2024). • Audited net asset value at 31 December 2025: RMB78.70 million. • Principal activity: general contracting services.

Strategic Rationale Management cited intensifying competition and thin margins in the general contracting market as key drivers for the divestment. Proceeds will strengthen working capital, support debt repayment and fund opportunities aligned with core prefabricated steel structure (PS building) operations, where USAS Building sees stronger growth potential. Retaining an 8% stake preserves a strategic link with MEGA Construction for possible future collaboration.

Regulatory Context • The sale qualifies as a discloseable transaction (size ratios >5% but <25%) under Chapter 14 of the Hong Kong Listing Rules. • As the buyer is an associate of MEGA Construction’s supervisor, the deal is also a connected transaction at the subsidiary level under Chapter 14A. It is exempt from circular and independent shareholders’ approval requirements but required announcement. • The company acknowledged a delay in disclosure and outlined enhanced internal controls and training to prevent future breaches.

Cautionary Note Shareholders and potential investors are advised to exercise caution when dealing in USAS Building securities.