Proposed placing of new shares under general mandate

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

科軒動力（控股）有限公司

(Incorporated in Bermuda with limited liability)

On 10 November 2025 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has conditionally agreed to procure, on a best effort basis, not less than six Placees during the Placing Period, to subscribe for a maximum of 26,000,000 Placing Shares at a price of HK$0.78 per Placing Share.

The Placing Price of HK$0.78 per Placing Share represents (i) a discount of approximately 14.29% to the closing price of HK$0.910 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 19.92% to the average closing price of approximately HK$0.974 per Share as quoted on the Stock Exchange for the last five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.

Assuming there will be no change in the number of issued Shares between the date of this announcement and the date of Completion, the maximum number of 26,000,000 Placing Shares represent (i) approximately 8.75% of the existing issued share capital of the Company of 296,979,109 Shares as at the date of this announcement; and (ii) approximately 8.05% of the issued share capital of the Company of 296,979,109 Shares as enlarged by allotment and issue of the Placing Shares, subject to completion of the Placing. The aggregate nominal value of the Placing Shares under the Placing will be HK$1,300,000.

The Board is pleased to announce that on 10 November 2025 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent. The principal terms of the Placing Agreement are summarised below:

(ii) the Placing Agent

The Placing Agent has conditionally agreed to procure, on a best effort basis, not less than six Placees during the Placing Period, to subscribe for a maximum of 26,000,000 Placing Shares. In consideration thereof and upon completion of the Placing, the Placing Agent will receive a placing commission of 1.5% of the amount equals to the Placing Price multiplied by the number of the Placing Shares actually placed by the Placing Agent. Such placing commission was arrived at after arm's length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market rate.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner are third party independent of and are not connected with the Company and its connected persons.

The Placing Agent will place, on a best effort basis, the Placing Shares to not less than six Placees, who and whose ultimate beneficial owners will be third parties independent of and not connected with the Company, connected persons of the Company and any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective Associates. Further announcement setting out the names of the Placees in accordance with Rule 13.28(7) of the Listing Rules shall be made by the Company if the number of Placees is less than six. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after completion of the Placing. If any of the Placees becomes a new substantial shareholder of the Company after the completion of the Placing, further announcement will be made by the Company.

Assuming there will be no change in the number of issued Shares between the date of this announcement and the date of Completion, the maximum number of 26,000,000 Placing Shares represents (i) approximately 8.75% of the existing issued share capital of the Company of 296,979,109 Shares as at the date of this announcement; and (ii) approximately 8.05% of the issued share capital of the Company of 296,979,109 Shares as enlarged by the Placing. The aggregate nominal value of the Placing Shares under the Placing will be HK$1,300,000.

The Placing Shares, when allotted and issued, will rank pari passu in all respects among themselves, free from all claims, charges, liens, encumbrances, equities and other third-party rights of any nature whatsoever, and with Shares in issue as at the date of allotment and issue of the Placing Shares.

The Placing Price of HK$0.78 per Placing Share represents:

1. a discount of approximately 14.29% to the closing price of HK$0.910 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

2. a discount of approximately 19.92% to the average closing price of approximately HK$0.974 per Share as quoted on the Stock Exchange for the last five consecutive trading days of the Shares prior to the date of the Placing Agreement.

The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

The Placing Shares will be issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM pursuant to which the Directors are authorized to allot, issue and deal with Shares subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 59,395,821 Shares.

Up to the date of this announcement, no Shares have been issued under the General Mandate. The General Mandate is sufficient for the allotment and issue of all the 26,000,000 Placing Shares and therefore not subject to the Shareholders' further approval. Upon Completion, approximately 43.8% of the General Mandate will be utilised by the Company.

Completion of the Placing Agreement is conditional upon:

1. the Listing Committee of the Stock Exchange having granted approval for the listing of, and permission to deal in the Placing Shares and such approval and permission not subsequently being revoked or withdrawn; and

2. the obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement.

   If any of the conditions precedents under the Placing Agreement is not fulfilled on or before 5 December 2025 (or such later date as may be agreed between the parties), the Placing Agreement and all rights and obligations thereunder will cease and terminate and neither of the parties shall have any claim against the other for any costs, damages, compensation or otherwise (except (i) any liabilities in respect of the undertakings by the Company, undertakings by the Placing Agent and indemnity; and (ii) any antecedent breaches of the Placing Agreement).

   Completion of the Placing

   Completion of the Placing will take place on the seventh (7th) Business Days after the date on which all the conditions precedent to the Placing have been fulfilled (or such other date as the Company and the Placing Agent may agree in writing).

   Termination of the Placing

   Notwithstanding anything contained in the Placing Agreement, the Placing Agent shall be entitled by written notice to the Company given prior to 10:00 a.m. on the Completion Date to terminate the Placing Agreement if:

   1. there develops, occurs or comes into force:

      1. any new law or regulation or any change in existing laws or regulations in Hong Kong or the PRC which in the reasonable opinion of the Placing Agent has or is likely to have material and adverse effect on the financial position of the Company; or

      2. any significant change (whether or not permanent) in the economic, financial, political or military conditions in Hong Kong or the PRC which in the reasonable opinion of the Placing Agent is or would be materially adverse to the success of the Placing; or

      3. any significant change (whether or not permanent) in local, national or international securities market conditions Hong Kong, the PRC or the United States of America or currency exchange rates or exchange controls which in the reasonable opinion of the Placing Agent is or would be materially adverse to the success of the Placing; or make it impracticable or inadvisable or inexpedient to proceed therewith; or

      4. any moratorium, suspension or material restriction of trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise at any time prior to 10:00 a.m. on the Completion Date; or

   2. any material breach of any of the representations and warranties by the Company in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to 10:00 a.m. on the Completion Date which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect in any material respect in such a manner as would in the reasonable opinion of the Placing Agent materially and adversely affect the financial position or business of the Company or there has been a breach of, or failure to perform, any other provision of this Agreement on the part of the Company; or

   3. there is any such adverse change in the general affairs, management, business, stockholders' equity or in the financial or trading position of the Company which in the reasonable opinion of the Placing Agent is materially adverse to the success of the Placing;