Cesun Power distributed rooftop solar project, aerial view
INVESTOR MONTHLY
Vol.03 · August 2026 · Coverage: July 2026

Nanjing Cesun Power,

100% owned, first audited

PN Completes Its Power-Station Acquisition.

PN completed its acquisition of the remaining 56% of Nanjing Cesun Power on June 30, 2026 — now a wholly-owned subsidiary — and on July 30 furnished its first audited financial statements to the SEC, together with an illustrative pro forma view of the combined balance sheet. Earlier in the month, on July 7, PN’s Board of Directors also adopted the Company’s first ESG governance framework by unanimous written consent — Resolution No. 17 — assigning board-level ESG oversight to the renamed Nominating and Corporate Governance Committee.
Nanjing Cesun Power
100% Owned
Acquisition closed June 30, 2026
Board Resolution No. 17
July 7, 2026
ESG governance adopted by unanimous written consent
July Generation (Forecast)*
1.89GWh
10 distributed solar projects
FY2025 Overseas Revenue
$23.95M
+140.8% year-over-year
NASDAQ: PN |  PN Smart Energy Limited |  Vol.03 · August 2026 |  ir.pnsmartenergy.com
Cover photo: Cesun Power distributed rooftop project, Hangzhou (Company disclosure). Cover KPI sources: Form 6-K (July 30, 2026, Nanjing Cesun acquisition completion and audited financial statements); Board Resolution No. 17 (July 7, 2026); FY2025 20-F (February 12, 2026); internal power-station operating records. *July generation figures are internally modeled forecasts, not actuals — see Forward-Looking Statements, P9.
Chairman & CEO · August 2026

A Letter to Our Shareholders

We completed our acquisition of the remaining 56% of Nanjing Cesun Power for approximately $20.2 million on June 30, and on July 30 furnished its first audited financial statements to the SEC. Nanjing Cesun is now a wholly-owned subsidiary. Those statements show a small, still loss-making business — revenue grew 24% in fiscal year 2025, but so did the net loss, to $616,595. We are disclosing that plainly, on the same terms we apply to every other number in this letter, together with an illustrative pro forma view of the combined balance sheet: total assets of $82.25 million and shareholders’ equity attributable to PN of $50.26 million. See P5 for the full detail.

Earlier in the month, on July 7, five directors signed one document by unanimous written consent — Resolution No. 17, the Board’s first action since we changed our name in June. It gives our ESG commitments an institutional home: an ESG Policy Statement; a board committee — renamed the Nominating and Corporate Governance Committee — with explicit ESG oversight; and a management-level ESG Working Group I chair personally, drawing from finance, legal, compliance, operations, supply chain, and investor relations, reporting to that committee twice a year. Reporting frameworks — GRI, SASB/ISSB, TCFD — ask a company to disclose what it did and how it measured it, not what it promises to do.

In management’s view, both steps point the same direction: toward a company with real assets, real numbers, and the governance to be judged on both. PNTECH’s overseas revenue grew 140.8% in fiscal year 2025, now 38% of total product revenue, and our ten distributed solar projects tracked a full month of actual generation in June, with July shown as an internal forecast. Resolution No. 17 gives that growth — and now a meaningfully larger balance sheet — an ESG framework built to match it.

Our semiannual report for the six months ended March 31, 2026 has not yet been filed as of this writing; we will announce it by Form 6-K when submitted. We do not forecast our share price or the multiple the market assigns to our shares. What we can commit to is this: every material step in capacity, capital structure, and governance will reach shareholders through a periodic report or a 6-K, in the order the rules require, before it reaches anywhere else.

— Weiqi Huang, Chairman & Chief Executive Officer
July 2026 · Four Facts, One Direction

Full Ownership, New Governance, and Continued Growth

01
Half-Owned Becomes Fully Owned.
PN completed its acquisition of Nanjing Cesun Power on June 30 and furnished the subsidiary’s first audited financial statements on July 30.

Under an agreement signed April 30, 2026, PN acquired the remaining 56.0% of Nanjing Cesun Power for approximately $20.2 million; combined with the 44.0% interest PN already held, Nanjing Cesun became a wholly-owned subsidiary upon closing on June 30, 2026. Cesun’s audited fiscal 2025 financials show revenue of $6.09 million (+24.1% year-over-year) against a net loss that widened to $616,595 from $166,832 in fiscal 2024. On a pro forma basis giving effect to the acquisition, combined total assets reach $82.25 million and shareholders’ equity attributable to PN reaches $50.26 million, including $27.48 million of goodwill. See P5 for the full financial detail.

Sources: Form 6-K (July 30, 2026), Exhibits 99.1 and 99.3; press release, July 30, 2026. Pro forma figures are illustrative only and are not necessarily indicative of actual combined results.
02
One Document, Five Signatures, a Governance Architecture.
The Board’s first action after the rename built a complete ESG governance architecture.

Resolution No. 17 (July 7, 2026) adopts an ESG Policy Statement; redesignates the Nominating Committee as the Nominating and Corporate Governance Committee with explicit ESG oversight; establishes a CEO-chaired ESG Working Group spanning finance, legal, compliance, operations, supply chain, and investor relations, reporting semiannually to that committee; adopts GRI, SASB/ISSB, and TCFD as reporting frameworks; and sets a disclosure discipline requiring legal review and barring quantitative targets or net-zero pledges without prior Board approval.

Sources: Board Resolution No. 17 (July 7, 2026), Exhibits A and B.
03
Ten Projects, Every Month, On the Record.
PN’s distributed solar portfolio tracked a full month of actual output in June, with July shown as an internal forecast.

The 10 distributed projects (~15 MW aggregate) generated 1,391,769 kWh in June (RMB 566,935 in electricity revenue, 383 metric tons of CO₂ avoided) against a July forecast of 1,892,989 kWh (RMB 773,663, 518 metric tons of CO₂ avoided). Full-year 2026 generation is forecast at 15.34 GWh. The five-year target for this segment — 1 GW under the Pegasus Strategy — remains a target, not current capacity; the two figures should not be read as the same thing.

Sources: Cesun Power station data summaries, June actual and July forecast; 6-K (May 1, 2026, Pegasus Strategy target).
Cesun Power distributed rooftop project, close-up of installed panel array
Cesun Power distributed rooftop project — installed panel array, one of the 10 operating sites
04
Manufacturing Revenue Keeps Climbing.
PNTECH’s overseas sales nearly doubled their share of total revenue in FY2025.

FY2025 solar product revenue reached $61.65 million (+32.6% year-over-year), with overseas revenue of $23.95 million (+140.8% year-over-year) — now 38% of the total, up from 20% in FY2024. PNTECH holds 47 international certifications (TÜV, UL, EN, IEC) across 140+ countries, with 9.3 GW of annual supply capacity. Separately, Resolution No. 17 authorizes up to $20,000 in aggregate ESG program spending for fiscal year 2026, without further Board approval.

Sources: FY2025 20-F (February 12, 2026); Board Resolution No. 17 (July 7, 2026, Resolution 9 — budget authorization only; the Resolution does not specify a funding source).
From Voluntary Disclosure to Institutional Architecture

Environment · Social · Governance

Board Resolution No. 17, adopted July 7, 2026, gave PN’s ESG program its first formal governance structure. The data below covers environmental, social, and governance metrics tracked under that framework.

Cesun Power distributed rooftop project
Cesun Power distributed rooftop solar — one of the 10 operating projects behind the Environmental figures on this page.
1.89GWh
Clean Energy Generated
July 2026 (forecast)*
518t
CO₂ Avoided
July 2026 (forecast)*
625
Tradable Green Certificates
July 2026 (forecast)*
~15MW
Operating Capacity
10 projects, as of Jul 31, 2026
Monthly Generation, June → July 2026
1.39GWh
June 2026
(actual)
1.89GWh
July 2026
(forecast)*
*Forecast, not actual — internally modeled from station operating history and grid-settlement patterns; not SEC-mandated disclosure. See Forward-Looking Statements, P9.

E — Environment

  • ~15 MW of operating distributed solar capacity across 10 projects (6-K, May 1, 2026)
  • July 2026 generation forecast: 1.89 GWh (1,892,989 kWh); June 2026 actual: 1.39 GWh (1,391,769 kWh) — internal operations tracking
  • July 2026 CO₂ avoided (forecast): 518 metric tons. Five-year target: 1 GW under the Pegasus Strategy — a target, not current capacity

S — Social

  • PNTECH products serve customers across 140+ countries and regions (FY2025 20-F)
  • 47 international certifications (TÜV, UL, EN, IEC) across 9.3 GW of annual supply capacity (FY2025 20-F)
  • IEA estimates approximately 700 million people globally still lack reliable electricity access (World Energy Outlook 2025) — cited as sector context, not a measure of PN’s own impact. Company mission: “Benefiting Humanity Through Solar Energy.”

G — Governance

  • ESG Policy Statement adopted July 7, 2026 by unanimous written consent (Board Resolution No. 17)
  • Nominating and Corporate Governance Committee holds explicit ESG oversight; CEO-chaired ESG Working Group spans six functions, reporting semiannually
  • Reporting frameworks: GRI, SASB/ISSB, TCFD. Disclosure discipline requires legal review; no quantitative targets or net-zero pledges without prior Board approval
Conversion factors reference the national grid average emission factor and GHG Protocol Scope 2 methodology. July figures are forecasts; actuals are subject to grid settlement data. Operating data is presented for informational purposes and does not constitute SEC-mandated disclosure. Sources: Board Resolution No. 17 (July 7, 2026), Exhibits A and B; FY2025 20-F; Cesun Power station data summaries.
Furnished via Form 6-K, July 30, 2026

Nanjing Cesun Power: Acquisition Completed, First Audited Financials

Under a share acquisition agreement signed April 30, 2026, PN agreed to acquire the remaining 56.0% equity interest in Nanjing Cesun Power for approximately $20.2 million. Combined with the 44.0% interest PN already held, Nanjing Cesun became a wholly-owned subsidiary upon closing on June 30, 2026 — superseding the ownership status described in prior issues. Nanjing Cesun’s audited consolidated financial statements (Enrome LLP, fiscal years ended September 30, 2025 and 2024) and unaudited pro forma condensed combined financial information were furnished to the SEC on Form 6-K on July 30, 2026, together with a same-day press release announcing completion.

Nanjing Cesun Power — Standalone, Audited (FY2025 vs. FY2024)
Revenue
$4.91M
FY2024
$6.09M
FY2025
Total Assets
$8.07M
FY2024
$18.80M
FY2025
Total Equity
$4.59M
FY2024
$8.56M
FY2025
$(0.17)M
Net Loss — FY2024
$(0.62)M
Net Loss — FY2025
(loss widened)
Nanjing Cesun remains a small, early-stage business: it operated at a net loss in both fiscal years, and the loss widened in FY2025 alongside faster revenue and balance-sheet growth. Within FY2025 results, Cesun’s nascent power-station-operation segment (distinct from equipment sales, which make up most of Cesun’s revenue) posted a 66% segment gross margin — but on revenue of just $66,731, a small base not yet representative of the ~15 MW distributed portfolio described elsewhere in this issue.
Pro Forma Total Assets Bridge — $82.25M, Illustrative, as of FY Ended Sep 30, 2025
$82.25M Pro Forma Assets
PN Smart Energy (standalone) — $45.49M (55%)
Nanjing Cesun Power (standalone) — $18.80M (23%)
Net acquisition adjustments, incl. $27.48M goodwill — $17.95M (22%)
$50.26M
Total Shareholders’ Equity
Attributable to PN (Pro Forma)
$(1.29)M
Pro Forma Net Loss
Pro forma figures give illustrative effect to the acquisition as if it had closed at fiscal year end; they are presented for informational purposes only and are not necessarily indicative of the Company’s actual combined financial position or results, then or in the future. For reference, PN Smart Energy Limited’s own FY2025 standalone net loss was $2.21 million before combining Cesun — the pro forma combined loss is smaller because it reverses a previously recorded equity-method loss on PN’s prior 44% stake. Sources: Form 6-K (July 30, 2026), Exhibits 99.1 (audited financial statements) and 99.3 (unaudited pro forma condensed combined financial information); press release, July 30, 2026.
FY2025 Annual Results · For Reference · Filed February 12, 2026

Financial Snapshot

These are PN’s most recently filed annual results — already public since February and included here as standing context alongside the fresh Cesun acquisition data on the preceding page.

FY2025 vs. FY2024 — Key Metrics ($M)
Total Revenue
$49.9M
FY2024
$63.3M
FY2025
Overseas Revenue
$10.0M
FY2024
$24.0M
FY2025
Gross Profit
$6.5M
FY2024
$6.3M
FY2025
MetricFY2025FY2024YoY
Total Revenue$63.31M$49.86M↑ +27.0%
Solar Product Revenue$61.65M$46.49M↑ +32.6%
Overseas Revenue$23.95M$9.95M↑ +140.8%
Overseas Revenue Share38%20%↑ +18pp
Gross Profit$6.30M$6.53M↓ −3.6%
Gross Margin9.95%13.1%↓ −3.1pp
Total Assets$45.49M$31.95M↑ +42.4%
Cash & Equivalents$9.34M$5.17M↑ +80.7%
Source: FY2025 20-F (filed February 12, 2026; fiscal year ended September 30, 2025). The 9.95% gross margin reflects elevated raw-material costs and product-mix shifts — see the MD&A section of the FY2025 20-F. The H1 FY2026 report (period ended March 31, 2026) had not been filed as of this publication. Capital transactions and corporate events referenced elsewhere in this issue occurred after the FY2025 fiscal year end — see P7.

Operating Asset Base (as of July 31, 2026)

SegmentStatusReference
Nanjing Cesun Power (100% owned)~15 MW operating, 10 distributed projects · 100% owned since Jun 30, 2026 (previously 44%)6-K (Jul 30, 2026)
PNTECH (manufacturing)9.3 GW annual supply capacity · 47 certifications · 140+ countriesFY2025 20-F
Inverter & storage distributionTier-1 brands (Deye, Solis, and others)FY2025 20-F
Cesun Power’s audited financial statements and unaudited pro forma combined financial information were furnished via Form 6-K on July 30, 2026 — see P5 for detail. The 1 GW five-year target under the Pegasus Strategy remains subject to development, financing, and execution risk and is not current operating capacity.