PN · Skycorp Solar Group Limited

Skycorp Solar Group Limited is executing a transformative acquisition of the remaining 56% equity interest in Nanjing Cesun Power Co., Ltd., a PRC-based renewable energy company involved in server equipment sales, inverter production, PV power station operation, and energy management systems. Currently holding 44% through its Singapore subsidiary PN Sunshine Pte. Ltd., Skycorp will achieve 100% ownership upon closing, enabling full consolidation of Nanjing Cesun's operations and revenues into its portfolio. The transaction, valued at USD 20,194,720 based on an independent appraisal of USD 36,062,000 for 100% equity, involves issuing 7,983,000 shares at USD 2.5290 per share, calculated as the 10-day VWAP from April 17-30, 2026. Allocation reflects beneficial ownership: Huang Weiqi, Skycorp's CEO and direct 20% holder, receives Class B shares with a 24-month lock-up to align with long-term value creation, while other EZPower Limited beneficiaries (He Xiaoer 25%, Zhang Gaokui 25%, Lin Xiaobo 10% of EZPower's 36%) get Class A shares with 6-month restrictions. As a related-party transaction due to Huang's involvement, it was unanimously approved by the audit committee of independent directors, ensuring fairness. Closing conditions include PRC regulatory approvals, transfer instruments, and a full audit of Nanjing Cesun within 90 days. Concurrently, Skycorp is raising USD 3.0 million via a Regulation S PIPE at a 30% discount, issuing 1,694,000 Class A shares to three unaffiliated institutional investors, each subject to 6-month lock-ups. This capital bolsters liquidity for working capital and strategic initiatives, signaling market confidence amid the acquisition.