Huang Minzhi, Zhang Zhilong and Ho Chun Kit Gregory (buyers) entered into a sale and purchase agreement to acquire 63.59% stake in Zhicheng Technology Group Ltd. (SEHK:8511) from Wu Di for HKD 47.7 million on November 18, 2021. The consideration will be paid on completion. Huang Minzhi, Zhang Zhilong and Ho Chun Kit will acquire 254.34 million shares at HKD 0.1875 per share. Huang Minzhi will acquire 139.89 million shares amounting to 34.97% stake for HKD 26.2 million, Zhang Zhilong will acquire 63.59 million shares amounting to 15.9% stake for HKD 11.9 million and Ho Chun Kit Gregory will acquire 50.87 million shares amounting to 12.72% stake for HKD 9.5 million. After the transaction, Wu Di will own 39.6 million shares amounting to 9.9% stake in Zhicheng Technology Group. In a related transaction, the buyers made a mandatory tender offer to acquire remaining 36.42% stake in Zhicheng Technology Group Ltd for HKD 27.3 million. The consideration shall be financed by the non-revolving term loan facility made available by Forwin Securities to Huang Minzhi, Zhang Zhilong and internal resources of Huang Minzhi, Zhang Zhilong and Ho Chun Kit Gregory. Following completion of the transaction, the buyers will assist the Group in reviewing its existing capabilities and resources for the purpose of developing detailed business plans and strategies or to tap into new business opportunities. The buyers do not intend to make any changes to the employment of the employees of the group.

The transaction is subject to trading in the shares of Zhicheng Technology on the stock exchange not having been suspended for a period of more than ten consecutive business days during the period from the date of the agreement to the completion date, listing of the Shares on the Stock Exchange not having been cancelled or withdrawn on or before the completion date, during the period from the date of the agreement to the completion date, there being no investigation conducted by the Stock Exchange or the SFC indicating that Zhicheng Technology Group may not be suitable for listing for the purpose of the GEM Listing Rules, or the - 7 - listing of the Shares on the Stock Exchange will or may be, for whatever reason, withdrawn or suspended, there having been no material breach of the warranties, approval of Board of Directors of Zhicheng Technology Group Ltd, representations, warranties and undertakings remaining true and accurate. Huang Minzhi, Zhang Zhilong and Ho Chun Kit Gregory shall have the right to waive any or all of the conditions precedent above. If any of the above conditions precedent is not satisfied or waived (where applicable) on or before December 17, 2021, the agreement shall cease and be terminated, and therefore no party shall have any obligations and liabilities towards each other save for any antecedent breaches of the terms in the agreement.

Completion shall take place on the date falling on the second business day after all the conditions precedent have been satisfied or on such later date as may be agreed in writing. Shenwan Hongyuan Capital (H.K.) Limited acted as the financial advisor to Wu Di.

Huang Minzhi, Zhang Zhilong and Ho Chun Kit Gregory (buyers) completed the acquisition of 63.59% stake in Zhicheng Technology Group Ltd. (SEHK:8511) from Wu Di on November 29, 2021.