Shanghai Longcheer Technology Co., Ltd. (LONGCHEER) has amended the framework of its previously announced acquisition of a controlling interest in a data-centre infrastructure specialist (“Target Company”), lowering the stake to be acquired from 80% to 60% and trimming total consideration to RMB 840.00 million from the original RMB 1.12 billion.

Key revisions

• Scope of equity: 60% equity interest will be purchased from five original vendors—Mr. Ren (37.47%), Mr. Chen (4.54%), Ms. Wang (12.54%), Suzhou Ruiyongying (3.33%) and Suanwang Investment (2.12%). Mr. Ding will no longer transfer shares.

• Purchase price: Aggregate consideration reduced by 25.0% to RMB 840.00 million, allocated as RMB 613.18 million to Mr. Ren, RMB 43.59 million to Mr. Chen, RMB 120.43 million to Ms. Wang, RMB 42.49 million to Suzhou Ruiyongying and RMB 20.32 million to Suanwang Investment.

• Payment structure: – First instalment of RMB 497.11 million (59.18%) due within 10 business days of agreement effectiveness and condition satisfaction. – Second instalment of RMB 141.94 million (16.90%) payable 15 business days after completion of registration formalities. – Remaining RMB 200.95 million (23.92%), due to Mr. Ren and Suzhou Ruiyongying only, will be settled in three annual tranches linked to audited results for 2026-2028 and subject to performance claw-backs and minimum collection tests.

Performance undertakings and incentives

• Net-profit guarantees: The vendors guarantee audited net profit (after non-recurring items) of at least RMB 130 million, RMB 160 million and RMB 190 million for 2026-2028 respectively, or RMB 480 million in aggregate. • Compensation mechanism: Shortfalls trigger cash or consideration offsets, capped at the vendors’ post-tax proceeds. • Management incentive: If annual profit exceeds the target, Mr. Ding is entitled to 20% of the excess, capped at RMB 30 million per year and RMB 90 million cumulatively.

Valuation basis

• Methodology: Market approach using an adjusted EV/Sales multiple of 3.21x, derived from three listed peers—Kehua Data, Hangzhou Zhonhen Electric and Shenzhen Kstar. • Result: Enterprise value of RMB 1.43 billion plus RMB 77.50 million in monetary and surplus assets yields a 100% equity valuation of RMB 1.51 billion. After a RMB 100 million dividend declared post-valuation, overall value is adjusted to RMB 1.40 billion. • Consideration of RMB 840 million for 60% interest is within the appraised valuation.

Additional commitments

• Founder Mr. Ding commits to purchase at least RMB 50.00 million of LONGCHEER A-shares within 12 months, subject to a 12-month lock-up.

Regulatory compliance

• LONGCHEER will adhere to Hong Kong Listing Rule 14.36B disclosure requirements for the performance undertakings. The valuation is valid until 30 March 2027.

The updated transaction framework, codified in four supplemental agreements signed on 18 September 2026, supersedes the original equity transfer terms announced on 13 August 2026.