Hanbell Announces Public Tender Offer for Subsidiary Kontron AG

1. Type of Acquisition (e.g., merger, spin-off, acquisition, or share transfer): Acquisition

2. Date of Event: 2026/6/10

3. Name of Acquiring Company: Hanbell Technology Co., Ltd.

4. Counterparty (e.g., merging entity, spun-off entity, acquisition target): Subsidiary Kontron AG

5. Is the Counterparty a Related Party?: Yes

6. Relationship Between Counterparty and Company: Hanbell Technology, together with its subsidiaries Hwa Cheng International Investment Co., Ltd. and Ennoconn Investment Holdings Co., Ltd., currently holds 18,390,597 ordinary shares of Kontron AG, a German publicly listed company, representing a total ownership of 29.99%. Given the positive outlook for AI-related technologies in smart manufacturing, smart cities, energy management systems, and edge computing industries by 2026, Hanbell intends to launch a public tender offer for Kontron AG in accordance with German securities regulations, without affecting shareholder权益.

7. Purpose and Terms of Acquisition: Hanbell anticipates continued growth in AI-related product technologies for smart manufacturing, smart cities, energy management, and edge computing. Upon reaching a 30% ownership stake in Kontron AG, Hanbell will be required under German securities laws to initiate a mandatory public tender offer to acquire all outstanding ordinary shares in cash. The proposed tender offer price is €23.5 per share, in compliance with relevant regulations, with completion targeted by the end of 2026.

8. Expected Benefits Post-Acquisition: Kontron AG holds a leading upstream position in Europe’s edge computing, intelligent transportation, smart city, and smart healthcare industries. Its performance is expected to grow steadily. Following the acquisition, Hanbell will gain greater access to product technologies, business markets, and manufacturing outsourcing opportunities.

9. Impact on Net Asset Value and Earnings Per Share: The investment is expected to generate long-term, stable returns, positively contributing to Hanbell’s financial health and shareholder权益.

10. Consideration Type and Funding Source: The public tender offer will be conducted on the Frankfurt Stock Exchange’s regulated market. Funding will be sourced from Hanbell’s operating funds and financing.

11. Share Exchange Ratio and Basis of Calculation: Not applicable

12. Did Accountants, Lawyers, or Underwriters Issue an Unreasonable Opinion?: No

13. Name of Accounting Firm, Law Firm, or Underwriting Company: Andersen United Certified Public Accountants

14. Name of Accountant or Lawyer: Cheng Yun-Da

15. License Number of Accountant or Lawyer: Financial Supervisory Commission Certificate No. 5720

16. Independent Expert's Opinion on Reasonableness of Exchange Ratio, Cash, or Other Assets Distributed to Shareholders: An independent expert conducted an evaluation using the market approach, analyzing quantifiable financial data and objective market conditions. The fair value per share was determined to be between €23.15 and €28.28. This transaction involves a cash offer at €23.5 per share, which is considered reasonable.

17. Scheduled Completion Timeline: Whether the tender offer proceeds, along with its specific terms and duration, is subject to approval by the German Federal Financial Supervisory Authority (BaFin) and other relevant authorities, with completion expected by the end of 2026.

18. Matters Concerning Successor Company Assuming Rights and Obligations: Not applicable

19. Basic Information of Merging Companies: Not applicable

20. Matters Related to Spin-off: Not applicable

21. Conditions and Restrictions on Future Transfer of Acquired Shares: None

22. Post-Acquisition Plans: Continue existing operations and enhance synergies through integration.

23. Other Important Agreements: None

24. Other Significant Matters Related to Acquisition: Continue existing operations and enhance synergies through integration.

25. Were There Any Dissenting Directors in This Transaction?: No

26. Information on Interested Directors in the Acquisition: Mr. Zhu Fu-Quan, Chairman of Hanbell, serves as a director of both Hanbell Technology and subsidiary Kontron AG. In accordance with regulations, he abstained from discussions and voting on this matter due to conflict of interest.

27. Does This Involve a Change in Business Model?: No

28. Explanation of Business Model Change: None

29. Transaction History with Counterparty in the Past and Next Year: Not applicable

30. Funding Source: Funded through the company’s operating funds and financing.

31. Other Disclosures: Whether the tender offer proceeds, along with its specific terms and duration, is subject to approval by the German Federal Financial Supervisory Authority (BaFin) and other relevant authorities, with completion expected by the end of 2026.