6-K - PN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 202 6

Commission File Number: 001-42544

Skycorp Solar Group Limited

Room 303, Block B, No. 188 Jinghua Road, Yinzhou District

Ningbo City, Zhejiang Province, China 315048

+86 0574 87966876

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Entry Into Material Definitive Agreements

On April 30, 2026, Skycorp Solar Group Limited (the “Company”), entered into a share acquisition agreement (the “Share Acquisition Agreement”) to acquire an equity interest of 56.0% in Nanjing Cesun Power Co., Ltd. (the “Nanjing Cesun”) for a total consideration of approximately US$20.2 million (the “Acquisition”). Prior to the Acquisition, the Company already held 44.0% of Nanjing Cesun’s total equity interest. Following the Acquisition, Nanjing Cesun will become the wholly-owned subsidiary of the Company.

Under the terms of the Share Acquisition Agreement, the Company will satisfy the purchase consideration through issuance of additional 3,079,000 Class A ordinary shares and 4,904,000 Class B ordinary shares of the Company. The newly issued Class A ordinary shares will be subject to a lock-up period of six months, and the newly issued Class B ordinary shares will be subject to a lock-up period of 24 months.

As a related party transaction, the Acquisition was approved by the Company’s board of directors and audit committee on April 30, 2026. The closing of the Acquisition is subject to the satisfaction of certain customary closing conditions as stipulated in the Share Acquisition Agreement.

On May 1, 2026, The Company entered into a series of securities purchase agreements (the “SPAs”, together with the Share Acquisition Agreement, the “ Transaction Documents”) with certain entities named therein (each an “Investor,” and collectively, the “Investors”), pursuant to which the Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of 1,694,000 Class A ordinary shares, each with a par value of US$0.002 (the “PIPE Shares”) through a private investment in public equity (the “PIPE”), at a price of approximately US$1.77 per Class A Ordinary Share. The PIPE Shares are subject to a lock-up period of six months commencing on the date of SPAs, during which the Investors shall not sale, transfer, pledge, or hedging of PIPE Shares without the prior written consent of the Company. The closing of the PIPE is subject to the satisfaction of certain customary closing conditions as stipulated in the SPAs.

Immediately following the closing of the transactions contemplated by the Transaction Documents, the Company will have 12,215,025 Ordinary Shares issued and outstanding, including 6,059,775 Class A Ordinary Shares and 6,155,250 Class B Ordinary Shares.

The foregoing summary of the Transaction Documents is subject to, and qualified in its entirety by, such document. Copies of the Transaction Documents are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

On May 1, 2026, the Company issued a press release announcing the entry into the foregoing transactions. A copy of the press release is also filed as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.	Description

| 10.1 | Share Acquisition Agreement |

| 10.2 | Form of Securities Purchase Agreement |

| 99.1 | Skycorp Solar Group Limited Announces Acquisition of Remaining 56% Stake in Nanjing Cesun Power Co., Ltd. and $3.0 Million Private Placement |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Skycorp Solar Group Limited
Date: May 1, 2026	By:	/s/ Weiqi Huang

| | Name: | Weiqi Huang |

| | Title: | Chief Executive Officer, Chairman of the Board, Director |

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skycorp_ex101.htm EXHIBIT 10.1

SHARE ACQUISITION AGREEMENT — SKYCORP SOLAR GROUP LIMITED

SHARE ACQUISITION AGREEMENT

Relating to the Acquisition of 56% Equity Interest in

Nanjing Cesun Power Co., Ltd.

by and among

SKYCORP SOLAR GROUP LIMITED (Party A)

HUANG WEIQI (Party B)

EZPOWER LIMITED (Party C)

Dated: April 30, 2026 (Eastern Time)

Nasdaq: PN.US

RECITALS

WHEREAS, Party A is Skycorp Solar Group Limited, a company listed on the Nasdaq Capital Market (Ticker: PN.US) (“Acquiror”);

WHEREAS, Party A holds, through its wholly-owned subsidiary PN Sunshine Pte. Ltd., a company incorporated in Singapore (“PN Sunshine”), forty-four percent (44%) of the issued equity interests in Nanjing Cesun Power Co., Ltd. (“Target Company”), a limited liability company organized under the laws of the People’s Republic of China;

WHEREAS, the remaining fifty-six percent (56%) equity interests in the Target Company (the “Sale Interests”) are held as follows: (i) Party B (Huang Weiqi) holds twenty percent (20%) of the equity interests in the Target Company directly; and (ii) Party C (EZPower Limited) holds thirty-six percent (36%) of the equity interests in the Target Company. The ultimate beneficial economic interests in Party C are attributable as follows: Huang Weiqi (40%), He Xiaoer (25%), Zhang Gaokui (25%), and Lin Xiaobo (10%). The foregoing percentages reflect ultimate beneficial economic entitlement, as confirmed in the separate Nominee and Beneficial Interest Confirmation Agreement executed among the beneficial owners concurrently herewith;

WHEREAS, the Parties desire that Party A acquire all of the Sale Interests from Party B and Party C through the issuance of newly issued shares of Party A’s capital stock, as more particularly described herein;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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SHARE ACQUISITION AGREEMENT — SKYCORP SOLAR GROUP LIMITED

ARTICLE I — DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Agreement”	This Share Acquisition Agreement, including all schedules and exhibits attached hereto, as amended from time to time.

| “Acquiror” or “Party A” | Skycorp Solar Group Limited, a Nasdaq-listed company (Ticker: PN.US). |

| “Party B” | Huang Weiqi, an individual, direct holder of 20% equity interests in the Target Company and ultimate beneficial owner of 40% of the economic interests in Party C. |

| “Party C” | EZPower Limited, a legal entity holding 36% equity interests in the Target Company. The ultimate beneficial economic interests in Party C are: Huang Weiqi (40%), He Xiaoer (25%), Zhang Gaokui (25%), and Lin Xiaobo (10%), as confirmed in the separate Nominee and Beneficial Interest Confirmation Agreement executed concurrently herewith. |

| “He Xiaoer” | An individual holding 25% beneficial economic interest in Party C. |

| “Zhang Gaokui” | An individual holding 25% beneficial economic interest in Party C. |

| “Lin Xiaobo” | An individual holding 10% beneficial economic interest in Party C (EZPower Limited), being the fourth ultimate beneficial owner of Party C, together with Huang Weiqi (40%), He Xiaoer (25%), and Zhang Gaokui (25%). |

| “Target Company” | Nanjing Cesun Power Co., Ltd., a limited liability company organized under the laws of the PRC. |

| “Sale Interests” | The aggregate 56% equity interests in the Target Company, comprising Party B’s 20% direct interest and Party C’s 36% interest. |

| “Valuation Report” | The independent appraisal report valuing the Target Company at USD 36,062,000 in its entirety. |

| “Consideration Value” | USD 20,194,720, representing 56% of the total valuation of the Target Company per the Valuation Report. |

| “Share Issuance Price” (X) | The arithmetic average of the daily closing prices of Party A’s ordinary shares on Nasdaq over the ten (10) consecutive trading days from April 17, 2026 through April 30, 2026, inclusive (i.e., the sum of the ten daily closing prices divided by ten). Denoted herein as “X” and to be confirmed in writing by the Parties upon conclusion of the applicable period. |

| “Class A Shares” | Class A Ordinary Shares of Party A as defined in Party A’s articles of association and applicable SEC filings. |

| “Class B Shares” | Class B Ordinary Shares of Party A as defined in Party A’s articles of association and applicable SEC filings. |

| “Consideration Shares” | The Class A Shares and Class B Shares to be issued by Party A as consideration for the Sale Interests, as allocated in Section 2.3. |

| “Lock-Up Period” | The period during which the Consideration Shares are subject to transfer restrictions as set forth in Article IV. |

| “Closing Date” | The date on which the Closing occurs, as determined by the Parties, subject to satisfaction or waiver of all conditions precedent. |

| “SEC” | The United States Securities and Exchange Commission. |

| “Exchange Act” | The Securities Exchange Act of 1934, as amended. |

| “Securities Act” | The Securities Act of 1933, as amended. |

| “PRC” | The People’s Republic of China. |

| “Governmental Authority” | Any national, federal, state, provincial, municipal, or local government, regulatory or administrative authority, agency, court, or tribunal with jurisdiction over the Parties or the transactions contemplated herein. |

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ARTICLE II — ACQUISITION OF SALE INTERESTS

Section 2.1 Agreement to Acquire and Transfer

Subject to the terms and conditions of this Agreement:

(a) Party B agrees to sell, assign, transfer, and deliver to Party A (or its designated wholly-owned subsidiary), and Party A agrees to acquire from Party B, all of Party B’s 20% direct equity interests in the Target Company, free and clear of all liens, claims, charges, encumbrances, and adverse interests of any kind; and

(b) Party C agrees to sell, assign, transfer, and deliver to Party A (or its designated wholly-owned subsidiary), and Party A agrees to acquire from Party C, all of Party C’s 36% equity interests in the Target Company, free and clear of all liens, claims, charges, encumbrances, and adverse interests of any kind.

Upon completion of the foregoing transfers, Party A (directly or through PN Sunshine) shall hold one hundred percent (100%) of the issued equity interests in the Target Company.

Section 2.2 Aggregate Consideration

The aggregate consideration for all of the Sale Interests shall be 7,983,000 newly issued shares of Party A (the “Consideration Shares”), being the number equal to the Consideration Value of USD 20,194,720 divided by the confirmed Share Issuance Price X of USD 2.5290, rounded down to the nearest thousand shares per recipient. The Consideration Value is derived from the Valuation Report, which values the entire equity of the Target Company at USD 36,062,000, and the Sale Interests represent 56% thereof. The detailed allocation of Consideration Shares is set forth in Section 2.3 and Schedule C.

Section 2.3 Allocation of Consideration Shares

The Consideration Shares shall be allocated as follows, reflecting the underlying beneficial ownership of each recipient. All Class B Ordinary Shares issued hereunder carry a twenty-four (24) month lock-up period; all Class A Ordinary Shares issued hereunder carry a six (6) month lock-up period. Both lock-up periods commence on the Closing Date.

(a) To Party B — Class B Ordinary Shares (direct interest): 2,851,000 Class B Ordinary Shares, representing USD 7,212,400 in value (= USD 20,194,720 × 20/56) divided by X (= $2.5290), rounded down to the nearest thousand shares. These Class B Shares shall be issued directly to Party B (Huang Weiqi) and are subject to the twenty-four (24) month lock-up period set forth in Section 4.1.

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(b) To Party C — Class B Ordinary Shares (for the account of Huang Weiqi): 2,053,000 Class B Ordinary Shares, representing USD 5,192,928 in value (= USD 20,194,720 × 36/56 × 40%) divided by X (= $2.5290), rounded down to the nearest thousand shares. These Class B Shares shall be issued to Party C for the sole benefit of Huang Weiqi and distributed to him upon expiry of the applicable lock-up period. These Class B Shares are subject to the twenty-four (24) month lock-up period set forth in Section 4.1.

(c) To Party C — Class A Ordinary Shares (for the account of He Xiaoer, Zhang Gaokui, and Lin Xiaobo): 3,079,000 Class A Ordinary Shares in aggregate, allocated as follows: (i) He Xiaoer (25% of Party C): 1,283,000 Class A Shares (USD 3,245,580 ÷ X); (ii) Zhang Gaokui (25% of Party C): 1,283,000 Class A Shares (USD 3,245,580 ÷ X); (iii) Lin Xiaobo (10% of Party C): 513,000 Class A Shares (USD 1,298,232 ÷ X). Each rounded down to the nearest thousand shares. These Class A Shares shall be issued to Party C and distributed to each recipient in the foregoing proportions upon expiry of the applicable lock-up period. These Class A Shares are subject to the six (6) month lock-up period set forth in Section 4.2.

For the avoidance of doubt, the aggregate Consideration Shares issued under this Agreement shall represent the full Consideration Value of USD 20,194,720, comprised of: (i) Class B Ordinary Shares totaling USD 12,405,328 in value (paragraphs (a) and (b) combined, being 4,904,000 shares); and (ii) Class A Ordinary Shares totaling USD 7,789,392 in value (paragraph (c), being 3,079,000 shares). A detailed breakdown by recipient is set forth in Schedule C (Share Issuance Schedule).

Section 2.4 Share Issuance Price Determination

The Share Issuance Price (X) shall be the arithmetic average of the daily closing prices of Party A’s ordinary shares on Nasdaq over the ten (10) consecutive trading days from April 17, 2026 through April 30, 2026 (inclusive), calculated as the sum of the ten daily closing prices divided by ten. Upon the close of trading on April 30, 2026, Party A shall promptly calculate and notify all Parties in writing of the final value of X. The Parties shall execute a supplemental written confirmation setting forth the exact number of Consideration Shares to be issued to each of Party B and Party C. Such supplemental confirmation shall be deemed an integral part of this Agreement.

In the event that Nasdaq is closed for trading on one or more days within the measurement period due to market holidays or regulatory halts, such days shall be excluded from the computation and the period shall be extended accordingly.

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ARTICLE III — CLOSING; CONDITIONS PRECEDENT

Section 3.1 Closing

The Closing shall occur on a date mutually agreed by the Parties following: (i) the determination and confirmation of X pursuant to Section 2.4; (ii) the satisfaction or waiver of all conditions set forth in Section 3.2; and (iii) receipt of all required regulatory approvals. The Closing shall take place by electronic exchange of documents and signatures unless the Parties otherwise agree.

Section 3.2 Conditions to Closing

The obligations of each Party to consummate the transactions contemplated by this Agreement are conditioned upon the satisfaction or written waiver of the following conditions on or prior to the Closing Date:

(a) All representations and warranties of each Party set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) [Reserved];

(c) No Governmental Authority shall have issued any order, injunction, or decree restraining or prohibiting the consummation of the transactions contemplated herein;

(d) Party B and Party C shall have delivered duly executed instruments of transfer in respect of the Sale Interests in form satisfactory to Party A and in compliance with PRC law;

(e) Any required approvals from the State Administration for Market Regulation (“SAMR”) or other competent PRC Governmental Authority for the transfer of equity interests in the Target Company shall have been obtained; and

(f) Party A’s board of directors and, to the extent required, its shareholders, shall have duly authorized the issuance of the Consideration Shares in accordance with Party A’s articles of association and applicable Nasdaq and SEC rules.

Section 3.3 Deliveries at Closing

At or prior to Closing:

(a) Party A shall deliver or cause to be delivered to Party B and Party C: (i) evidence of the issuance of the respective Consideration Shares, including DWAC instructions or book-entry records; and (ii) any other documents required under applicable law or as reasonably requested by the Selling Parties.

(b) Each of Party B and Party C shall deliver to Party A: (i) duly executed instruments of equity interest transfer; (ii) original capital contribution certificates (if any) and updated register of members of the Target Company; (iii) written resignations or confirmations of cooperation from any nominee directors or officers of the Target Company; and (iv) such other documents and instruments as may be reasonably required by Party A or applicable law.

ARTICLE IV — LOCK-UP RESTRICTIONS

Section 4.1 Lock-Up — All Class B Ordinary Shares (24 Months)

All Class B Ordinary Shares issued under this Agreement — whether issued directly to Party B pursuant to Section 2.3(a), or issued to Party C for the benefit of Huang Weiqi pursuant to Section 2.3(b) — shall be subject to a twenty-four (24) month lock-up period commencing on the Closing Date (the “Class B Lock-Up Period”).

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During the Class B Lock-Up Period, Party B (in respect of shares under Section 2.3(a)) and Party C (in respect of shares under Section 2.3(b)) shall not, directly or indirectly, without the prior written consent of Party A and in compliance with applicable SEC and Nasdaq regulations:

(a) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase, make any short sale, or otherwise transfer or dispose of any such Class B Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Class B Ordinary Shares; or

(b) enter into any swap, hedge, or other arrangement that transfers to another party, in whole or in part, any of the economic consequences of ownership of such Class B Ordinary Shares.

Party C further undertakes that it shall not distribute or transfer the Class B Shares held for the benefit of Huang Weiqi to Huang Weiqi or any other person prior to the expiry of the Class B Lock-Up Period. The foregoing restrictions shall be subject to customary exceptions for transfers to affiliates or trusts for estate planning purposes, provided that any transferee agrees in writing to be bound by the terms of this Section 4.1.

Section 4.2 Lock-Up — All Class A Ordinary Shares (6 Months)

All Class A Ordinary Shares issued under this Agreement — issued to Party C for the benefit of He Xiaoer, Zhang Gaokui, and Lin Xiaobo pursuant to Section 2.3(c) — shall be subject to a six (6) month lock-up period commencing on the Closing Date (the “Class A Lock-Up Period”).

During the Class A Lock-Up Period, Party C shall not, directly or indirectly, without the prior written consent of Party A, offer, sell, pledge, or otherwise dispose of, or enter into any economic arrangement with respect to, any of the Class A Ordinary Shares received hereunder. Party C further undertakes that it shall not distribute or transfer such Class A Shares to He Xiaoer, Zhang Gaokui, Lin Xiaobo, or any other person prior to the expiry of the Class A Lock-Up Period.

The six (6) month lock-up obligation set forth in this Section 4.2 shall be binding on Party C and each Class A beneficial owner. As a condition to Closing, Party C shall procure and deliver to Party A a duly executed Exhibit 1 signed by: (i) EZPower Limited; (ii) He Xiaoer, Zhang Gaokui, and Lin Xiaobo in their personal capacities; and (iii) Huang Weiqi in acknowledgment of his Class B lock-up obligations under Section 4.1.

Section 4.3 Legend; Stop Transfer

All certificates or book-entry records representing the Consideration Shares subject to any Lock-Up Period shall bear, or be subject to, an appropriate legend or notation referencing the applicable lock-up restrictions and securities law restrictions. Party A is authorized to instruct its transfer agent to place a stop-transfer order against any transfer of Lock-Up Shares in violation of this Article IV.

Section 4.4 Securities Law Compliance

The Consideration Shares are being issued in a transaction exempt from registration under the Securities Act pursuant to Regulation S or such other applicable exemption. Each of Party B and Party C acknowledges that the Consideration Shares have not been registered under the Securities Act or any applicable state securities laws and may not be transferred absent registration or an applicable exemption, in addition to and independent of the lock-up restrictions herein. Nothing in this Agreement shall be construed as an obligation of Party A to register the Consideration Shares.

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ARTICLE V — POST-CLOSING AUDIT OBLIGATIONS

Section 5.1 Full Audit of Target Company

Following the execution of this Agreement and in connection with the consummation of the Acquisition, each of Party B and Party C shall, and shall cause the Target Company to, cooperate fully and promptly with Party A and its representatives, auditors, legal counsel, and accountants to facilitate a comprehensive audit of the Target Company, including its financial statements, tax filings, material contracts, regulatory licenses, intellectual property, assets, and liabilities (the “Full Audit”).

Section 5.2 Scope of Cooperation

Such cooperation shall include, without limitation:

(a) Providing Party A and its designees with full and unrestricted access to all books and records of the Target Company, including audited and unaudited financial statements, bank statements, tax returns, corporate minutes, and material contracts;

(b) Procuring the cooperation of the Target Company’s management, employees, and third-party accountants or auditors;

(d) Promptly disclosing to Party A any material liabilities, contingent obligations, regulatory investigations, or legal proceedings affecting the Target Company that are known to Party B or Party C.

Section 5.3 Audit Timeline

The Full Audit shall commence as soon as reasonably practicable after the Closing Date and shall be completed within ninety (90) calendar days thereafter, unless extended by written agreement of the Parties or as required by applicable regulatory or accounting standards.

Section 5.4 Material Adverse Findings

In the event that the Full Audit reveals any material misrepresentation, undisclosed liability, or breach of any representation or warranty made by Party B or Party C herein, Party A shall be entitled to pursue any remedies available under this Agreement, at law, or in equity, including but not limited to indemnification claims under Article VIII.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of Party A

Party A represents and warrants to each of the other Parties as of the date hereof and as of the Closing Date:

(a) Party A is a company duly incorporated and validly existing under applicable law, and is listed on the Nasdaq Capital Market in compliance with applicable Nasdaq Listing Rules.

(b) Party A has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated herein; this Agreement constitutes a legal, valid, and binding obligation of Party A, enforceable against it in accordance with its terms.

(c) The issuance of the Consideration Shares has been or will be duly authorized by all necessary corporate action and, when issued in accordance with this Agreement, the Consideration Shares will be validly issued, fully paid, and non-assessable.

(d) Party A has complied and will comply with all applicable requirements of the SEC and Nasdaq with respect to the issuance of the Consideration Shares, including applicable disclosure and reporting obligations under the Securities Act and the Exchange Act. Party A has obtained from its Cayman Islands legal counsel the Cayman Opinion confirming that this transaction is consistent with home country practices under Nasdaq Listing Rule 5615(a)(3), and Party A shall provide a copy of the Cayman Opinion to Party B and Party C upon request.

(e) The execution, delivery, and performance of this Agreement by Party A do not conflict with or violate any provision of Party A’s articles of association, any material agreement to which Party A is a party, or any applicable law or regulation.

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Section 6.2 Representations and Warranties of Party B and Party C

Each of Party B and Party C, severally and not jointly, represents and warrants to Party A as of the date hereof and as of the Closing Date:

(a) Such Party has full legal capacity, power, and authority to execute, deliver, and perform this Agreement, and (in the case of Party C) has obtained all necessary corporate approvals and internal authorizations required under its constitutional documents and applicable law to enter into and perform this Agreement and to bind all persons having ultimate beneficial economic interests in Party C in connection with the transactions contemplated herein.

(b) This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

(c) Such Party is the legal and beneficial owner of the relevant Sale Interests, free and clear of all liens, pledges, charges, encumbrances, or third-party rights.

(d) To such Party’s knowledge, there are no pending or threatened legal proceedings, investigations, or regulatory actions affecting the Sale Interests or the Target Company that have not been disclosed to Party A.

(e) The Target Company’s financial and operational condition is as represented in the Valuation Report and any other due diligence materials provided to Party A, and there has been no material adverse change in the business, assets, liabilities, or prospects of the Target Company since the date of the Valuation Report.

(f) Such Party is not a “U.S. Person” as defined in Rule 902(k) of Regulation S under the Securities Act, and is receiving the Consideration Shares in an offshore transaction as defined thereunder.

(g) No broker, finder, or investment banker is entitled to any fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of such Party.

(h) Party C represents and warrants that it has obtained, or will obtain prior to Closing, the consent of each beneficial owner of Party C — including He Xiaoer, Zhang Gaokui, and Lin Xiaobo — to the transactions contemplated herein, including the lock-up obligations applicable to the Class A Shares to be issued to Party C. Such consent shall be evidenced by executed written instruments in substantially the form of Exhibit 1 attached hereto.

(i) Party C represents and warrants that the ultimate beneficial economic interests in Party C are held by Huang Weiqi (40%), He Xiaoer (25%), Zhang Gaokui (25%), and Lin Xiaobo (10%), as reflected in this Agreement. Party C has full capacity and authority, without any further third-party consent beyond those already obtained or committed to herein, to execute this Agreement, to transfer the Sale Interests, and to bind all persons having ultimate beneficial economic interests in Party C with respect to the transactions and obligations contemplated herein. He Xiaoer, as the individual with ultimate authority over Party C’s decision-making, confirms in his personal capacity (by execution of a separate letter of undertaking delivered to Party A concurrently herewith) that the foregoing representations are true and correct and that no undisclosed arrangement affecting the Sale Interests or the Consideration Shares exists that would impair Party A’s title to the Sale Interests or any recipient’s entitlement to the Consideration Shares.

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ARTICLE VII — COVENANTS

Section 7.1 Further Assurances

Each Party agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement and to consummate the transactions contemplated herein.

Section 7.2 Confidentiality

Each Party shall keep confidential the terms and conditions of this Agreement and all non-public information relating to the transactions contemplated herein, except as required by applicable law, regulation (including SEC and Nasdaq disclosure requirements), or order of a Governmental Authority, or as disclosed to such Party’s legal, financial, or tax advisors on a need-to-know basis subject to obligations of confidentiality. Party A shall file required disclosures with the SEC in accordance with applicable reporting obligations.

Section 7.3 Public Announcements

Party A shall make such public announcements regarding the transactions contemplated herein as are required by applicable SEC and Nasdaq rules, including the filing of a Form 6-K or other required form. Neither Party B nor Party C shall issue any press release or make any public announcement with respect to this Agreement without the prior written consent of Party A, except as required by applicable law.

Section 7.4 Regulatory Compliance

Each Party shall use commercially reasonable efforts to obtain, or cooperate with the other Parties in obtaining, all approvals, consents, and authorizations required from any Governmental Authority (including SAMR, the SEC, and Nasdaq) in connection with the transactions contemplated herein.

Section 7.5 Conduct of Target Company Pending Closing

From the date hereof until the Closing Date, each of Party B and Party C shall cause the Target Company to operate in the ordinary course of business, maintain all material licenses and permits in good standing, and refrain from any action that would reasonably be expected to have a material adverse effect on the Target Company’s business, assets, or financial condition.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 Indemnification by Party B and Party C

Each of Party B and Party C, severally and proportionately (Party B in respect of its 20% direct interest, Party C in respect of its 36% interest), shall indemnify, defend, and hold harmless Party A and its affiliates, officers, directors, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or resulting from: (i) any breach of any representation, warranty, or covenant of such Party contained in this Agreement; or (ii) any undisclosed liability or obligation of the Target Company existing as of the Closing Date.

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Section 8.2 Indemnification by Party A

Party A shall indemnify, defend, and hold harmless each of Party B and Party C from and against any losses arising out of or resulting from any breach of Party A’s representations, warranties, or covenants under this Agreement.

Section 8.3 Indemnification Procedure

The Party seeking indemnification (the “Indemnified Party”) shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought. The Indemnifying Party shall have the right to assume control of the defense of any such claim with counsel reasonably acceptable to the Indemnified Party. Failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure.

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement that cannot be resolved amicably within thirty (30) days of written notice shall be submitted to final and binding arbitration administered by the International Chamber of Commerce (“ICC”) in accordance with its Rules of Arbitration. The seat of arbitration shall be Hong Kong. The language of arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

Section 9.2 Entire Agreement; Amendments

This Agreement (together with all schedules and exhibits hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations, and agreements. This Agreement may not be amended or modified except by a written instrument signed by all Parties.

Section 9.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

Section 9.4 Waiver

No failure or delay by any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 9.5 Assignment

Neither Party B nor Party C may assign its rights or delegate its obligations under this Agreement without the prior written consent of Party A. Party A may assign its rights under this Agreement to any of its wholly-owned subsidiaries (including PN Sunshine) without the consent of any other Party, provided that Party A shall remain liable for the performance of all obligations hereunder.

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Section 9.6 Notices

All notices and other communications under this Agreement shall be in writing and shall be delivered by internationally recognized overnight courier, electronic mail (with confirmation of receipt), or certified mail to the addresses set forth in Schedule A hereto.

Section 9.7 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

Section 9.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party, including He Xiaoer, Zhang Gaokui, and Lin Xiaobo as beneficial owners of Party C, except as expressly set forth in Section 2.3(c) with respect to the ultimate distribution of Class A Shares.

Section 9.9 Language

This Agreement is executed in the English language. In the event this Agreement is translated into any other language, the English version shall control.

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SHARE ACQUISITION AGREEMENT — SKYCORP SOLAR GROUP LIMITED

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Share Acquisition Agreement as of the date first set forth above.

PARTY A — ACQUIROR<br> <br><br> <br>Skycorp Solar Group Limited<br> <br>Nasdaq: PN.US	PARTY B — SELLER<br> <br><br> <br>Huang Weiqi (Individual)<br> <br>Direct holder of 20% equity in Target Company
Authorized Signature<br> <br>Name: Huang Weiqi<br> <br>Title: Chief Executive Officer (CEO)<br> <br>Date: April 30, 2026	Signature<br> <br>Name: Huang Weiqi<br> <br>Passport/ID No.: _____________<br> <br>Date: April 30, 2026
PARTY C — SELLER<br> <br><br> <br>EZPower Limited<br> <br>Holder of 36% equity in Target Company	[INTENTIONALLY LEFT BLANK]
Authorized Signature<br> <br>Name: He Xiaoer<br> <br>Title: Authorized Representative<br> <br>Date: April 30, 2026

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skycorp_ex102.htm EXHIBIT 10.2

SECURITIES PURCHASE AGREEMENT

by and between

Skycorp Solar Group Limited

(Nasdaq: PN.US)

— and —

——————————————————

Dated: May 1, 2026 (Eastern Time)

RECITALS

WHEREAS, Skycorp Solar Group Limited (the "Company") is a company listed on the Nasdaq Capital Market (Ticker: PN.US) and desires to raise capital through a private placement of its Class A Ordinary Shares;

WHEREAS, __________ (the "Investor") desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to the Investor, certain Class A Ordinary Shares of the Company (the "Shares") on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Agreement" means this Securities Purchase Agreement, together with all exhibits and schedules attached hereto.

1.2 "Class A Ordinary Shares" means the Class A Ordinary Shares of the Company as defined in the Company's articles of association and applicable SEC filings.

1.3 "Closing" means the consummation of the purchase and sale of the Shares contemplated by this Agreement.

1.4 "Closing Date" means the date on which the Closing occurs, as determined in accordance with Article III.

1.5 "Commission" or "SEC" means the United States Securities and Exchange Commission.

1.6 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

1.7 "Governmental Authority" means any national, federal, state, provincial, municipal or local government, regulatory or administrative authority, agency, court or tribunal having jurisdiction over the parties or the transactions contemplated herein.

1.8 "Lock-Up Period" has the meaning set forth in Section 5.1.

1.9 "Nasdaq" means the Nasdaq Capital Market.

1.10 "Purchase Price" means the per-share price at which the Investor subscribes for the Shares, equal to seventy percent (70%) of X, where X is the Share Reference Price as defined in Section 1.12.

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1.11 "Regulation S" means Regulation S promulgated under the Securities Act.

1.12 “Share Reference Price” or “X” means the arithmetic average of the official daily closing prices of the Company’s ordinary shares (Nasdaq: PN.US) over the ten (10) consecutive trading days from April 17, 2026 through April 30, 2026 (inclusive), as set forth below: Trading Day 1 — April 17, 2026 (Friday): $2.9000 Trading Day 2 — April 20, 2026 (Monday): $2.7500 Trading Day 3 — April 21, 2026 (Tuesday): $2.6300 Trading Day 4 — April 22, 2026 (Wednesday): $2.6400 Trading Day 5 — April 23, 2026 (Thursday): $2.5400 Trading Day 6 — April 24, 2026 (Friday): $2.3800 Trading Day 7 — April 27, 2026 (Monday): $2.5200 Trading Day 8 — April 28, 2026 (Tuesday): $2.4800 Trading Day 9 — April 29, 2026 (Wednesday): $2.2100 Trading Day 10 — April 30, 2026 (Thursday): $2.2400 Sum of ten closing prices: $25.2900. X = $25.2900 ÷ 10 = $2.5290 per share.

1.13 "Securities Act" means the Securities Act of 1933, as amended.

1.14 "Shares" means 509,000 Class A Ordinary Shares of the Company to be issued to the Investor pursuant to this Agreement, being the number equal to the Subscription Amount of USD 901,500 divided by the Purchase Price of USD 1.7703 per share (i.e., 70% of X = 70% × $2.5290), rounded down to the nearest thousand shares in accordance with the parties’ agreement.

1.15 "Subscription Amount" means USD _______.

1.16 "Transfer Agent" means the Company's duly appointed transfer agent for its ordinary shares.

ARTICLE II. SUBSCRIPTION AND ISSUANCE OF SHARES

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, the Investor hereby irrevocably agrees to subscribe for and purchase from the Company, and the Company hereby agrees to issue and sell to the Investor, 509,000 Class A Ordinary Shares (the “Shares”) at a Purchase Price of USD 1.7703 per share, free and clear of all liens, claims, and encumbrances, other than restrictions arising under applicable securities laws and this Agreement.

2.2 Purchase Price. The Purchase Price per Share is USD 1.7703, being seventy percent (70%) of the Share Reference Price X of USD 2.5290 (X = arithmetic average of the ten daily closing prices of PN.US from April 17 through April 30, 2026, as set forth in Section 1.12). The Purchase Price and the number of Shares have been confirmed and agreed by the parties as of the date of this Agreement.

2.3 Nature of Offering. The Shares are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. The Investor acknowledges that the Shares have not been registered under the Securities Act or any applicable state or foreign securities laws.

2.4 Use of Proceeds. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes, including but not limited to working capital, business development, and potential strategic transactions, as determined by the Company's board of directors in its sole discretion.

ARTICLE III. CLOSING AND PAYMENT

3.1 Closing. The Closing shall occur on a date mutually agreed by the parties following: (i) the determination and written confirmation of X and the Purchase Price pursuant to Sections 1.12 and 2.2; and (ii) the satisfaction or waiver of all conditions set forth in Section 3.3. The Closing shall take place by electronic exchange of documents and signatures unless the parties otherwise agree.

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3.2 Payment Obligation. The Investor shall pay the full Subscription Amount to the Company's designated bank account within sixty (60) calendar days of the date of this Agreement (the “Payment Deadline”). The Company shall notify the Investor of its designated bank account and wire transfer instructions by email to the address specified in Section 9.6 within five (5) business days of the date of this Agreement. Failure by the Investor to remit the full Subscription Amount by the Payment Deadline shall constitute a material breach of this Agreement, and the Company shall be entitled to terminate this Agreement and pursue all available remedies at law or in equity.

3.3 Conditions to Closing.

3.3.1 Conditions to the Company's obligations: (i) the Investor shall have remitted the full Subscription Amount to the Company's designated bank account; (ii) the representations and warranties of the Investor shall be true and correct in all material respects as of the Closing Date; and (iii) all required approvals from Nasdaq and the SEC shall have been obtained or filed.

3.3.2 Conditions to the Investor's obligations: (i) the representations and warranties of the Company shall be true and correct in all material respects as of the Closing Date; and (ii) the Company shall be prepared to deliver the Shares by book-entry or DWAC transfer promptly upon Closing.

3.4 Delivery of Shares. At Closing, the Company shall cause the Transfer Agent to issue the Shares to the Investor in book-entry form (or via DWAC transfer as applicable). The Company shall deliver to the Investor confirmation of such issuance within five (5) business days of receipt of the Subscription Amount.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

4.1 Organization and Authority. The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Investor has full power and authority to execute, deliver and perform this Agreement, and this Agreement constitutes a valid, binding and enforceable obligation of the Investor.

4.2 Non-U.S. Person. The Investor is not a “U.S. Person” as defined in Rule 902(k) of Regulation S under the Securities Act and is acquiring the Shares in an “offshore transaction” as defined under Regulation S. The Investor was not formed for the purpose of investing in securities not registered under the Securities Act.

4.3 Investment Intent. The Investor is acquiring the Shares for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution of the Shares in violation of the Securities Act or any other applicable securities law.

4.4 No Registration. The Investor understands and acknowledges that the Shares have not been registered under the Securities Act or any applicable state or foreign securities laws. The Investor understands that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom, in addition to and independent of the lock-up restrictions set forth in Article V.

4.5 Sophisticated Investor. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Shares. The Investor has had an opportunity to ask questions of, and receive answers from, the Company and its representatives regarding the Company and the terms of the offering.

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4.6 No Affiliation. The Investor is not an “affiliate” of the Company as defined in Rule 144 under the Securities Act. Neither the Investor nor any of its directors, officers, managers, or controlling persons currently serves as a director or executive officer of the Company, and no such relationship exists or is contemplated.

4.7 No General Solicitation. The Investor is not subscribing for the Shares as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

4.8 Compliance with Laws. The execution, delivery and performance of this Agreement by the Investor do not conflict with or violate any applicable law, regulation, order, or its constitutional documents.

4.9 Source of Funds. All funds used by the Investor to pay the Subscription Amount are from lawful sources and are not derived from money laundering, terrorist financing, or any other unlawful activity.

4.10 No Brokers. No broker, finder, or investment banker is entitled to any fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of the Investor.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investor, as of the date hereof and as of the Closing Date, as follows:

5.1 Organization. The Company is duly incorporated, validly existing and in good standing under its jurisdiction of organization, and is listed on Nasdaq in compliance with applicable Nasdaq Listing Rules.

5.2 Authority. The Company has full corporate power and authority to execute, deliver and perform this Agreement. The issuance of the Shares has been or will be duly authorized by all necessary corporate action, and the Shares, when issued, will be validly issued, fully paid and non-assessable.

5.3 SEC Compliance. The Company has complied and will comply with all applicable SEC and Nasdaq requirements with respect to the issuance of the Shares, including applicable disclosure and reporting obligations.

5.4 No Conflicts. The execution, delivery and performance of this Agreement by the Company do not conflict with or violate any provision of the Company's articles of association, any material agreement to which the Company is a party, or any applicable law or regulation.

5.5 No Registration Obligation. Nothing in this Agreement shall be construed as an obligation of the Company to register the Shares under the Securities Act. The Company makes no representation as to the availability of any exemption from registration for the future resale of the Shares.

5.6 No Brokers. No broker, finder, or investment banker is entitled to any fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of the Company.

ARTICLE VI. LOCK-UP RESTRICTIONS

6.1 Lock-Up Period. The Investor agrees that, for a period of six (6) months commencing on the date of this Agreement (the "Lock-Up Period"), the Investor shall not, directly or indirectly, without the prior written consent of the Company:

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(a) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase, make any short sale, or otherwise transfer or dispose of any Shares, or any securities convertible into or exchangeable for the Shares; or

(b) enter into any swap, hedge, or other arrangement that transfers to another party, in whole or in part, any of the economic consequences of ownership of the Shares.

6.2 Legend and Stop-Transfer. The Investor acknowledges that the Shares shall be subject to a stop-transfer instruction and may bear an appropriate legend referencing the lock-up restriction and applicable securities law restrictions, for so long as such restrictions apply.

6.3 Permitted Transfers. Notwithstanding Section 6.1, the Investor may transfer Shares to an affiliate of the Investor, or to a trust established for estate planning purposes, provided that any such transferee agrees in writing to be bound by the lock-up restrictions of this Article VI prior to the transfer.

ARTICLE VII. COVENANTS

7.1 Further Assurances. Each party agrees to execute and deliver such additional documents and instruments, and to take such further actions, as may be reasonably necessary to carry out the purposes and intent of this Agreement.

7.2 Confidentiality. Each party shall keep confidential the terms and conditions of this Agreement and all non-public information relating to the transactions contemplated herein, except as required by applicable law or regulation (including SEC and Nasdaq disclosure requirements), or as disclosed to such party's legal, financial or tax advisors on a need-to-know basis subject to obligations of confidentiality.

7.3 Public Announcements. The Company shall make such public disclosures regarding the transactions contemplated herein as are required by applicable SEC and Nasdaq rules, including the filing of a Form 6-K or other required form. The Investor shall not issue any press release or public announcement with respect to this Agreement without the prior written consent of the Company, except as required by applicable law.

7.4 Regulation S Compliance. The Investor agrees not to engage in any hedging transactions with respect to the Shares prior to the expiration of the applicable distribution compliance period under Regulation S, except in compliance with the Securities Act.

ARTICLE VIII. INDEMNIFICATION

8.1 Indemnification by Investor. The Investor shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from any breach of any representation, warranty or covenant of the Investor contained in this Agreement.

8.2 Indemnification by Company. The Company shall indemnify, defend and hold harmless the Investor from and against any losses arising out of or resulting from any breach of the Company's representations, warranties or covenants under this Agreement.

8.3 Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim. The indemnifying party shall have the right to assume control of the defense of any such claim with counsel reasonably acceptable to the indemnified party.

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ARTICLE IX. GENERAL PROVISIONS

9.1 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement that cannot be resolved amicably within thirty (30) days of written notice shall be submitted to final and binding arbitration administered by the International Chamber of Commerce (ICC) in Hong Kong, with proceedings conducted in English.

9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements. This Agreement may not be amended except by a written instrument signed by both parties.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4 Waiver. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof.

9.5 Assignment. The Investor may not assign its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights to any wholly-owned subsidiary, provided the Company remains liable for performance.

9.6 Notices. All notices shall be in writing and delivered by internationally recognized overnight courier, electronic mail (with confirmation of receipt), or certified mail to the addresses set forth below. The Company's notice address is as set forth in its most recent SEC filings. The Investor's notice address is as set forth on the signature page hereto.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each deemed an original, and all together constituting one instrument. Electronic signatures shall be deemed original signatures for all purposes.

9.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns, and nothing herein shall create any rights in any third party.

9.9 Language. This Agreement is in the English language. The English version shall control in the event of any translation.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first set forth above.

THE COMPANY:

Skycorp Solar Group Limited (Nasdaq: PN.US)

Authorized Signature:

| Name: Title: Date: |

THE INVESTOR:

Authorized Signature:

| Name: Title: Date: Address: |

— END OF AGREEMENT —

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skycorp_ex991.htmm EXHIBIT 99.1

Skycorp Solar Group Limited Announces Acquisition of Remaining 56% Stake in Nanjing Cesun Power Co., Ltd. and $3.0 Million Private Placement

NINGBO, China, May 01, 2026 (GLOBE NEWSWIRE) -- Skycorp Solar Group Limited (“Skycorp” or the “Company”) (NASDAQ: PN), a solar PV product provider engaged in the manufacture and sale of solar cables and solar connectors, today announced the signing of a Share Acquisition Agreement (the “Agreement”) on April 30, 2026 to acquire the remaining 56% equity interests in Nanjing Cesun Power Co., Ltd. ("Nanjing Cesun" or the "Target"). Additionally, the Company announced it has entered into definitive Securities Purchase Agreements (the “Agreements”) with three independent institutional investors to raise an aggregate of USD3,000,000 in a private placement (PIPE) transaction.

Acquisition of Nanjing Cesun

Prior to this transaction, Skycorp held a 44% equity interest in Nanjing Cesun through its wholly-owned subsidiary, PN Sunshine Pte. Ltd. Upon closing, Skycorp will effectively hold and consolidate 100% of the Target. Nanjing Cesun is a comprehensive renewable energy company engaged in server equipment sales, inverter production, photovoltaic (PV) power station operation, and energy management systems. This acquisition seamlessly integrates Nanjing Cesun's robust operations and revenues into Skycorp's expanding portfolio.

Under the terms of the Agreement, the aggregate consideration for the 56% equity interest is USD20,194,720. The consideration will be satisfied through the issuance of 7,983,000 newly issued Skycorp ordinary shares, comprised of Class A and Class B shares. The share issuance price was determined to be USD2.5290 per share, based on the arithmetic average of the daily closing prices of the Company's ordinary shares on the Nasdaq Capital Market over a 10-day trading period from April 17 through April 30, 2026. The transaction implies a 100% enterprise valuation of Nanjing Cesun at USD36,062,000, supported by an independent valuation report prepared by an independent third-party valuation firm.

The 56% equity interest is being acquired from two selling parties: Huang Weiqi and EZPower Limited. Mr. Huang directly holds a 20% equity interest in the Target and serves as the Chief Executive Officer and a director of Skycorp. EZPower Limited is a British Virgin Islands (BVI) entity holding the remaining 36% equity interest in the Target. The ultimate beneficial economic interests in EZPower are held by Mr. Huang (40%), He Xiaoer (25%), Zhang Gaokui (25%), and Lin Xiaobo (10%). Because Mr. Huang is the CEO of Skycorp and has a direct and material economic interest in the selling entities, this acquisition constitutes a related-party transaction. Consequently, the transaction was independently reviewed, negotiated, and unanimously approved by audit committee of independent directors to ensure fairness to the Company and its public shareholders.

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To align with long-term shareholder value, the newly issued consideration shares are subject to strict lock-up agreements:

·	The 4,904,000 Class B ordinary shares issued directly or beneficially to Mr. Huang are subject to a 24-month lock-up period commencing from the Closing Date.
·	The 3,079,000 Class A ordinary shares issued to EZPower Limited for the benefit of its other beneficial owners (He Xiaoer, Zhang Gaokui, and Lin Xiaobo) are subject to a 6-month lock-up period.

The transaction is subject to customary closing conditions, including Board authorization, the delivery of duly executed PRC instruments of equity transfer, execution of lock-up consents by all beneficial owners, and the prompt commencement of a comprehensive full audit of Nanjing Cesun to be completed within 90 days following the closing.

$3.0 Million Private Placement (PIPE)

Pursuant to the Agreements dated May 1, 2026, Skycorp will issue a total of 1,694,000 Class A Ordinary Shares. The purchase price is set at USD1.7703 per share. This price represents a 30% discount to the arithmetic average of the Company’s official daily closing prices on the Nasdaq Capital Market over the 10-consecutive-trading-day period from April 17, 2026, through April 30, 2026, which was calculated to be USD2.5290 per share.

The USD3,000,000 private placement is being subscribed to by three unaffiliated institutional investors:

·	Hoping Group Limited (British Virgin Islands) subscribed for 593,000 Class A Ordinary Shares for an amount of USD1,050,000.
·	Matrix Sea Limited (Cayman Islands) subscribed for 592,000 Class A Ordinary Shares for an amount of USD1,048,500.
·	Hoping AI Machine Pte Ltd (Singapore) subscribed for 509,000 Class A Ordinary Shares for an amount of USD901,500.

None of the investors are affiliates of the Company, and no executive or controlling person of the investors currently serves as a director or officer of Skycorp. To ensure market stability, all newly issued Class A Ordinary Shares under this transaction are subject to a six-month lock-up period commencing on May 1, 2026. During this period, the investors may not sell, transfer, pledge, or hedge the shares without the Company's prior written consent.

The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital, business development, and potential strategic transactions.

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Management Commentary

"The complete acquisition of Nanjing Cesun represents a pivotal milestone in Skycorp's strategic expansion," stated Mr. Huang Weiqi, Chief Executive Officer of Skycorp. "By consolidating 100% of Nanjing Cesun, we are directly integrating its robust operations, spanning server equipment, inverter production, photovoltaic power stations, and energy management system, into our renewable energy portfolio. This integration not only strengthens our revenue base and operational capabilities but also utilizes a post-transaction structure designed to strategically position the Company to leverage China domestic support policies and government grants."

"Furthermore, the $3.0 million private placement from independent institutional investors underscores market confidence in our growth trajectory. These proceeds provide the working capital and financial agility necessary to accelerate business development and execute future strategic initiatives. Crucially, the stringent lock-up agreements across both the acquisition and the PIPE financing demonstrate a deep, shared commitment among our management, beneficial owners, and new shareholders to drive long-term value creation for our public investors,” Mr. Huang said.

About Skycorp Solar Group Limited

Skycorp Solar Group Limited is a solar photovoltaic (PV) product provider focused on manufacturing and selling solar cables and connectors. Our operations are managed through our subsidiaries, including Ningbo Skycorp Solar Co., Ltd., in China.

The Company’s mission is to become a green energy solutions provider by utilizing solar power and delivering eco-friendly solar PV products. By leveraging the Company’s expertise in solar technologies and relationships with worldwide clients, it aims to expand offerings of solar PV products and energy solutions for enterprise customers. For more information, please visit: https://ir.pnrenewables.com/.

Forward-Looking Statement

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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For more information, please contact:

Skycorp Solar Group Limited

Cathy Li

Investor Relations

Email: [email protected]

Tel: +86 185 0252 9641 (CN)

WFS Investor Relations Inc.

Connie Kang

Partner

Email: [email protected]

Tel: +86 1381 185 7742 (CN)

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