Cheshi : DISCLOSEABLE TRANSACTION FOR THE ESTABLISHMENT OF THE PARTNERSHIP FUND "CHANGXING WEINET CONGYUE EQUITY INVESTMENT PARTNERSHIP (L.P.)" WITH GONGQINGCHENG TAOYUAN INVESTMENT MANAGEMENT CO., LTD.

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.

Cheshi Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1490)

DISCLOSEABLE TRANSACTION FOR THE ESTABLISHMENT

OF THE PARTNERSHIP FUND

"CHANGXING WEINET CONGYUE EQUITY INVESTMENT

PARTNERSHIP (L.P.)" WITH GONGQINGCHENG TAOYUAN INVESTMENT MANAGEMENT CO., LTD.

ESTABLISHMENT OF THE PARTNERSHIP FUND

In response to the PRC government's mid to long-term development plan on the industrial internet and the smart and new energy automobile industry and in order to implement the Company's strategic objective of establishing a "super connector" in the automobile industry, the Board is pleased to announce that, on May 12, 2021, Beihai Media as General Partner and Congshu Beijing as Limited Partner have entered into the Partnership Agreement with Taoyuan Investment as General Partner in relation to the establishment of the Partnership Fund with a proposed total investment amount of RMB1 billion, to serve as a capital platform for joint investment, integration of upstream and downstream resources in the industry chain and diversification of mergers and acquisitions.

The Partnership Fund is launched by Xintong Capital* and the Company with a focus on investing into forward-looking projects in automobile, new consumption and digital new media industries which include industrial internet, smart auto technology, auto services, new consumption, content technology and other fields. Xintong Capital* mainly participates in growth stage projects in the internet sector and is led by the head of strategic investment department of Sina Weibo, Mr. Liu Yunli, and other individuals with years of experience in private equity investment.

The initial registered capital of the Partnership Fund is RMB51 million. Pursuant to the Partnership Agreement, Taoyuan Investment, Beihai Media and Congshu Beijing have agreed to contribute RMB1 million, RMB1 million and RMB49 million, respectively, representing approximately 1.96%, 1.96% and 96.08%, respectively, of the initial registered capital of the Partnership Fund.

1

IMPLICATIONS UNDER THE LISTING RULES

As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the transaction(s) contemplated under the Partnership Agreement (taking into account the amount of capital contribution committed by the Company through its subsidiaries in respect of the Partnership Fund) is above 5% and all of the applicable percentage ratios are less than 25%, the entry into the Partnership Agreement and the transaction(s) contemplated thereunder constitute a discloseable transaction for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

In response to the PRC government's mid to long-term development plan on the industrial internet and the smart and new energy automobile industry and in order to implement the Company's strategic objective of establishing a "super connector" in the automobile industry, the Board is pleased to announce that, on May 12, 2021, Beihai Media as General Partner and Congshu Beijing as Limited Partner have entered into the Partnership Agreement with Taoyuan Investment as General Partner in relation to the establishment of the Partnership Fund with a proposed total investment amount of RMB1 billion, to serve as a capital platform for joint investment, integration of upstream and downstream resources in the industry chain and diversification of mergers and acquisitions.

The Partnership Fund is launched by Xintong Capital* and the Company with a focus on investing into forward-looking projects in automobile, new consumption and digital new media industries which include industrial internet, smart auto technology, auto services, new consumption, content technology and other fields. Xintong Capital* mainly participates in growth stage projects in the internet sector and is led by the head of strategic investment department of Sina Weibo, Mr. Liu Yunli, and other individuals with years of experience in private equity investment.

As one of the largest automobile vertical technology platforms in the PRC, the Company has an established user base and relies on the cloud management system of the Picker engine to establish a content technology SaaS system that would cover the entire country. Following the continuous penetration of technology in the automobile industry chain, the automobile industry is experiencing major changes. The Company is therefore committed to establish a business ecosystem which would serve the entire automobile industry chain by leveraging its existing business advantages as a basis to further develop on its technological capacity and the physical industry chain and invest, acquire, merge, or form investment funds to invest in companies.

Pursuant to the Partnership Agreement, Taoyuan Investment, Beihai Media and Congshu Beijing have agreed to contribute RMB1 million, RMB1 million and RMB49 million, respectively, representing approximately 1.96%, 1.96% and 96.08%, respectively, of the initial registered capital of the Partnership Fund.

2

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Taoyuan Investment is held as to 28% by Mr. Liu Yunli with the remaining 72% by other Independent Third Parties. As at the date of this announcement, Mr. Liu Yunli, through LYL Weihui Limited, holds approximately 4.05% of the issued shares of the Company. Mr. Liu Yunli is also the general manager of the strategic investment department of Sina Weibo. Save as disclosed herein, Taoyuan Investment and its other respective associates and ultimate beneficial owners are Independent Third Parties.

THE PARTNERSHIP AGREEMENT

The principal terms of the Partnership Agreement, to which all parties thereto have agreed upon, are as follows:

Date:	May 12, 2021
Parties:	(1)	Taoyuan Investment (as a general partner);
	(2)	Beihai Media (as a general partner); and
	(3)	Congshu Beijing (as a limited partner).
Investment decision	An	investment decision committee shall be established and will

• committee:comprise of two core members appointed by Beihai Media and Taoyuan Investment, being (i) Mr. Xu Chong, an executive Director and the controlling shareholder of the Company; and (ii) the general manager and executive director of Taoyuan Investment, who is an Independent Third Party. Mr. Xu Chong will not receive any service fee or other forms of remuneration for being a core member of the investment decision committee. The investment decision committee shall be responsible for the review, withdraw and decision making of the investment opportunities of the Partnership Fund as well as other rights and obligations granted by the Limited Partner under the terms of the Partnership Agreement.

Term of the

The term of the Partnership Fund will be 7 years from the First

• Partnership Fund: Closing Date. The first 4 years from the First Closing Date of the Partnership Fund shall be the investment period while the remaining 3 years shall be the divestment period.

3

Initial registered capital The initial registered capital of the Partnership Fund is proposed to

• of the Partnership Fund be RMB51 million. The capital contribution to be made by each of
• and capital contribution: the partners is as follows:

				Percentage
				of interest in
				the capital
				contribution
				of the initial
				registered
			Capital	capital of the
			contribution	Partnership
	Partner	Capacity	(RMB)	Fund
	Taoyuan	General Partner	1 million	1.96%
	Investment
	Beihai Media	General Partner	1 million	1.96%
	Congshu Beijing	Limited Partner	49 million	96.08%
	The initial registered capital of the Partnership Fund and the
	respective contributions of the partners were determined after arm's
	length negotiations between Taoyuan Investment, Beihai Media
	and Congshu Beijing with reference to the market price of two
	appropriate private equity projects which the Company considers to
	invest. The initial registered capital of the Partnership Fund may be
	settled in one lump sum or through multiple payments in accordance
	with the terms of the Partnership Agreement.
	The total registered capital of the Partnership Fund is proposed to
	be RMB1 billion. The initial registered capital is RMB51 million,
	with the remaining registered capital of the Partnership Fund in the
	amount of RMB949 million to be satisfied via crowdfunding from
	qualified investors and by accepting such qualified investors as
	new Limited Partners of the Partnership Fund. Such new Limited
	Partners shall all be Independent Third Parties.
	The capital contribution to be made by Beihai Media and Congshu
	Beijing will be funded by the general working capital of the Group
	and will not be funded by any proceeds raised from the Company's
	initial public offering.
Business scope and	The Partnership	Fund is launched	by Xintong Capital* and the
investment targets of the	Company with a focus on investing into forward-looking projects

• Partnership Fund: in automobile, new consumption and digital new media industries which include industrial internet, smart auto technology, auto services, new consumption, content technology and other fields. Xintong Capital* mainly participates in growth stage projects in the internet sector and is led by the head of the strategic investment department of Sina Weibo, Mr. Liu Yunli and other individuals with years of experience of private equity investment.

4

Management of the

The management of the Partnership Fund will be entrusted

• Partnership Fund: to Taoyuan Investment who would provide investment and administrative management and daily operation management services to the Partnership Fund.

Taoyuan Investment, being the fund manager of the Partnership Fund, will be entitled to an annual management fee calculated at 0.1% of the capital contribution of the Partnership Fund from the First Closing Date up to the date of its dissolution. The basis for calculating the annual management fee is determined among the parties with reference to industry standards.

Rights and obligations of Pursuant to the Partnership Agreement, it is agreed that the General

• the General Partners: Partners may, inter alia, jointly decide on the following matters:
• 1. decide on and carry out investments and other affairs of the Partnership Fund;
  2. responsible for the accounting, bookkeeping and fund management and control and other related matters of the Partnership Fund;
  3. distribute the distributable income and remaining property of the Partnership Fund at the time of its dissolution;
  4. exercise all shareholder rights of the Partnership Fund including but not limited to, making decisions on related matters and exercising voting rights;
  5. take all necessary actions to carry out all business activities and maintain the legal existence of the Partnership Fund;
  6. open, maintain and cancel bank accounts and securities accounts and issue cheques and invoices for the Partnership Fund;
  7. take all necessary legal actions to safeguard the interests of the Partnership Fund;
  8. handle tax-related matters of the Partnership Fund in accordance with the applicable laws and regulations; and
  9. sign, deliver and perform the obligations under any agreements or binding documents on behalf of the Partnership Fund without requiring any further action, approval or voting by any other partner or person.

The General Partners shall also bear unlimited joint and several liability for any losses incurred by the Partnership Fund.

5