AGTech Holdings Limited announced that the 2022 Framework Agreement will expire soon on December 31, 2023, the Company entered into the 2023 Framework Agreement with the Alipay Entities on December 21, 2023 to renew the existing continuing connected transactions under the 2022 Framework Agreement for a term commencing from the Effective Date to March 31, 2026 and to set the annual caps for the transactions contemplated thereunder for the aforesaid period (i.e. the Annual Caps). As at the date of this announcement, Ali Fortune, the controlling shareholder of the Company holding 6,502,723,993 Shares (representing approximately 55.7% of the issued share capital of the Company), is indirectly owned as to 60% and 40% by Alibaba Holding and Ant Holdco, respectively. Ant Holdco is indirectly held by Alibaba Holding as to approximately 33% of its equity interest.

Alipay is a direct wholly-owned subsidiary, and Alipay Singapore is an indirect wholly-owned subsidiary, of Ant Holdco. Ant Bank is an indirect 66.7%-owned subsidiary of Ant Holdco and its other 33.3% equity interest is held by a 30% indirectly owned associated company of the Company. Ant Holdco and the Alipay Entities are associates of Alibaba Holding and hence members of the Alipay Entities Group are connected persons of the Company.

The Transactions thus constitute continuing connected transactions for the Company under Chapter 20 of the GEM Listing Rules. As one or more applicable percentage ratios with respect to (i) the highest annual cap of the service fees payable by the Group to the Alipay Entities Group for the Alipay Technical Services under the 2023 Framework Agreement are more than 0.1% but all of them are less than 5%; and (ii) the highest annual cap of the service fees payable by the Alipay Entities Group to the Group for each of the MP Payment Related Services and the Referral Services under the 2023 Framework Agreement are more than 0.1% but all of them are less than 5%, the Transactions (including the Annual Caps) are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent shareholders' approval requirements under Chapter 20 of the GEM Listing Rules. 2023 FRAMEWORK AGREEMENT: The principal terms of the 2023 Framework Agreement are set out below: Date: December 21, 2023.

Parties: (1) The Company (for itself and on behalf of its subsidiaries); (2) Alipay (for itself and on behalf of its direct or indirect subsidiaries and affiliates); (3) Alipay Singapore (for itself and on behalf of its direct or indirect subsidiaries and affiliates); and (4) Ant Bank (for itself and on behalf of its direct or indirect subsidiaries and affiliates). The Alipay Entities are associates of Alibaba Holding and hence members of the Alipay Entities Group are connected persons of the Company. Term: The term of the 2023 Framework Agreement shall commence from the Effective Date to March 31, 2026.

Scope of Services and Pricing Basis: Pursuant to the 2023 Framework Agreement, the Company and the Alipay Entities may from time to time enter into or procure their respective subsidiaries and/or affiliated companies to enter into specific agreements (or supplemental agreements thereto) (collectively, the "Specific Execution Agreements") for the provision to each other of the services specified in the 2023 Framework Agreement. Those Specific Execution Agreements will set out detailed terms of the transactions (including but not limited to the details of business cooperation, scope of services, service fees and payment terms) in accordance with the general terms agreed in the 2023 Framework Agreement.