7Road : DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE EQUITY INTEREST IN THE TARGET COMPANY

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.

7Road Holdings Limited

第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 797)

DISCLOSEABLE TRANSACTION

ACQUISITION OF THE ENTIRE EQUITY INTEREST

IN THE TARGET COMPANY

THE ACQUISITION

On 26 April 2021, the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Seller, pursuant to which the Purchaser has agreed to acquire and the Seller has agreed to sell the entire equity interest in the Target Company at a consideration of RMB10 million.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition exceeds 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

THE ACQUISITION

On 26 April 2021, the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Seller, pursuant to which the Purchaser has agreed to acquire and the Seller has agreed to sell the entire equity interest in the Target Company at a consideration of RMB10 million.

- 1 -

THE AGREEMENT

Date	26 April 2021
Parties	(i)	Shanghai Xinla Network Technology Co., Ltd.* (上海辛辣網絡
		科技有限公司), being an indirect wholly-owned subsidiary of
		the Company, as the Purchaser; and
	(ii)	Cloud Live Technology Group Co., Ltd., as the Seller.

The Seller is a company principally engaged in (i) catering group meal services; and (ii) marketing and operating Internet games, with its shares listed on the Shenzhen Stock Exchange (stock code: 002306). As at the date of the announcement and based on public

information available to the Seller, the de facto controller of the Seller is Shanghai Zhenxi Enterprise Management Consulting Partnership (L.P.)* (上海臻禧企業管理諮詢合夥 企業(有限合夥)), which holds as to 22.01% of the equity interest in the Seller, and is in

turn deemed to be controlled by Mr. Chen Ji* (陳繼), who is, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, an Independent Third Party. Further, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of the Seller and its other ultimate substantial beneficial owners as publicly disclosed is also an Independent Third Party.

Subject matter

Pursuant to the Agreement, the Purchaser has agreed to acquire and the Seller has agreed to sell the entire equity interest in the Target Company.

Consideration and payment terms

The consideration for the Acquisition is RMB10 million, which shall be satisfied in cash and payable to the Seller within three natural days after the signing of the Agreement.

The consideration for the Acquisition was arrived at based on normal commercial terms after arm's length negotiations between the parties after taking into account, among others,

1. the registered capital of the Target Company of RMB10 million; (ii) the total equity attributable to owners of the Target Company as at 31 December 2020 of approximately RMB10.27 million; and (iii) the total assets of the Target Company as at 31 December 2020 of approximately RMB10.52 million, which is mainly composed of cash.

The consideration for the Acquisition will be financed by internal resources of the Group.

- 2 -

Completion

Completion shall take place when the Target Company has completed the relevant business registration to reflect that the Purchaser is the legal and beneficial owner of the Target Company.

Upon completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and its financial results will be consolidated into the consolidated financial statements of the Group.

Other key terms

The Agreement contains customary representations and warranties made by the Seller covering, among others, its ownership over the entire equity interest of the Target Company.

INFORMATION OF THE GROUP AND THE PURCHASER

The Group is principally engaged in the research and development, operation and licensing of games.

The Purchaser is an indirect wholly-owned subsidiary of the Company and is principally engaged in the development, promotion and management of online game.

INFORMATION OF THE TARGET GROUP

The Target Company is a limited liability company established in the PRC on 17 July 2018 and is wholly owned by the Seller as at the date of this announcement. The Target Group is principally engaged in the development and operations of sandbox games.

Based on the audited accounts of the Target Company, the audited net asset value of the Target Company as at 31 December 2020 is approximately RMB10.27 million. The following information is a summary of the unaudited and audited consolidated financial statements of the Target Company for the financial years ended 31 December 2019 and 2020, respectively:

- 3 -

	For the year	For the year
	ended 31	ended 31
	December	December
	2020		2019
	(audited)	(unaudited)
	(RMB'000)	(RMB'000)
Net profit/(loss) before tax	461		(182)
Net profit/(loss) after tax	461		(182)

REASONS FOR AND BENEFITS OF THE ACQUISITION

Since 2019, the Target Group has established a cooperative relationship with the Roblox Platform in the PRC ("Roblox China"), a joint venture established between Roblox Corporation ("Roblox", a company listed on the New York Stock Exchange, stock code: RBLX) and Tencent Holdings Limited (a company listed on the Stock Exchange, stock code: 700). The Target Group is mainly responsible for the content review, developer community maintenance and new media operation business of Roblox China.

Roblox is the world's largest sandbox gaming development company that allows people to create games and play those programmed by others, with more than 100 million monthly active users.

Given that the Target Group is principally engaged in the development and operations of sandbox games and has an experienced team, the Company considers that the Acquisition is in line with the overall business direction of the Group and is a good investment opportunity as it allows the Group to gain an advantage among other domestic sandbox gaming development companies and enhance the Group's customer base and capability to expand in the gaming industry.

In light of the above, the Directors are of the view that the terms of the Agreement are fair and reasonable and the Acquisition is in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition exceeds 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

- 4 -

GENERAL INFORMATION

Mr. Li Zhengquan, an executive Director, is a director of the Seller with no shareholding in the Seller. By virtue of this relationship, he is considered to have a material interest in the Acquisition and has therefore abstained from voting on the resolutions in relation to the Acquisition. Save as aforementioned, no other Director had any material interest in the Acquisition or was required to abstain from voting on the relevant resolutions.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Acquisition"	the acquisition of the entire equity interest in the Target Company
	by the Purchaser from the Seller pursuant to the terms of the
	Agreement
"Agreement"	the equity transfer agreement dated 26 April 2021 entered into
	between the Purchaser and the Seller in respect of the Acquisition
"Board"	the board of Directors
"Company"	7Road Holdings Limited, a company incorporated in the Cayman
	Islands with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange (stock code: 797)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC
"Independent Third	a third party independent of the Company and is not a connected
Party(ies)"	person of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited (as amended from time to time)

- 5 -

"PRC"	the People's Republic of China, and for the purposes of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Purchaser"	Shanghai Xinla Network Technology Co., Ltd.* (上海辛辣網絡
	科技有限公司), a limited liability established in the PRC and an
	indirect wholly-owned subsidiary of the Company
"RMB"	Renminbi Yuan, the lawful currency of the PRC
"Seller"	Cloud Live Technology Group Co., Ltd. (中科雲網科技集
	團股份有限公司), a joint stock company limited by shares
	established in the PRC, with its shares listed on the Shenzhen
	Stock Exchange (stock code: 002306)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Company"	Beijing Meimai Technology Co., Ltd.* (北京美麥科技有限公
	司), a limited liability company established in the PRC
"Target Group"	collectively, the Target Company and its subsidiaries
"%"	per cent.

By order of the Board

7Road Holdings Limited

Meng Shuqi

Chairman

Wuxi, the PRC, 26 April 2021

As at the date of this announcement, the executive Directors are Mr. Meng Shuqi, Mr. Li Zhengquan and Mr. Yang Cheng; and the independent non-executive Directors are Mr. Xue Jun, Ms. Li Yiqing and Ms. Wang Ying.

*  For identification purposes only

- 6 -