On 26 March 2024 (after trading hours), the Sundy Service Group Co. Ltd. entered into the Acquisition of Properties and Debts Settlement Framework Agreement with Sundy Land Group. Pursuant to the Acquisition of Properties and Debts Settlement Framework Agreement, the Company has conditionally agreed to acquire and the Sundy Land Group has conditionally agreed to dispose of the Settlement Properties in an aggregate consideration of RMB 100,050,000 which shall be offset against the Receivables on a dollar-for-dollar basis.

Location of the (i) a total of 96 parking spots with a GFA of approximately 5,232.13 Settlement sq.m. located in Kaiyuan Street, Tonglu County, Hangzhou City, Properties: Zhejiang Province, PRC (the "Target Parking Spots"); (ii) storage rooms with a GFA of approximately 1,849.00 sq.m. located in Kaiyuan Street, Tonglu County, Hangzhou City, Zhejiang Province, PRC (the "Target Storage Rooms"); (iii) a total of 12 commercial stores with a GFA of approximately 5,631.17 sq.m located in Kaiyuan Street, Tonglu County, Hangzhou City, Zhejiang Province, PRC (the "Target Commercial Stores") Site area: The Settlement Properties have a GFA of 12,712.3 sq.m. Term of use of the For the Target Commercial Stores, the term of use is from 11 March Settlement 2013, and will end on 10 March 2050. Properties: In the PRC, trading in parking spots and storage rooms can be carried out by the assignment of right of use where the direct transfer of property ownership right is not available under the PRC laws and regulations. Therefore, the term of use of the Target Parking Spots and the Target Storage Rooms is not available.

If the direct transfer of the property ownership right in the Target Parking Spots and the Target Storage Rooms is allowed under the PRC laws and regulations in the future, Sundy Land Group shall actively cooperate with the Group to carry out the transfer of the said property ownership right. Subject Matter: The Acquisition of Properties and Debts Settlement Framework Agreement is a framework agreement which contains the principles, mechanisms and terms and conditions upon which the parties thereto are to carry out the transactions respectively. Following the signing: (i) the respective vendors (being a relevant member of Sundy Land Group) and the respective purchasers (being a member of the Group) shall separately enter into an asset transfer agreement or a right of use transfer agreement (as the case may be) and relevant ancillary documents (collectively, the " Underlying Agreement(s) ") for the purpose of (a) registration of transfer of property ownership right; or (b) effecting the assignment of the right of use, in the Settlement Properties; and (ii) the Company and Sundy Land Group shall procure its relevant subsidiary or associate with the property owner of the Settlement Properties to enter into a settlement agreement (the "Settlement Agreement(s) ") in the form satisfactory to the Group, pursuant to which the consideration for the relevant acquisition payable by members of the Group shall be offset against the Receivables on a dollar-for-dollar basis.

Consideration: The aggregate consideration for the acquisition of Settlement Properties is RMB 100,050,000. It was agreed by the Company and Sundy Land under the Acquisition of Properties and Debts Settlement Framework Agreement that the consideration for the acquisition of Settlement Properties payable by the Group shall be offset against the Receivables on a dollar-for-dollar basis, and thus no separate cash payment will be made by the Group to Sundy Land Group. The Group possesses the experience in managing the long-term rental business and is engaged in the filed of the real estate agency.

As the Settlement Properties were currently under the management of the Group and the existence of the long-term tenancy agreements of the Settlement Properties, the management believed the Settlement Properties would create good synergy effect with the existing business of the Group and allow the Group to leverage on its expertise and experience in the Settlement Properties, as well as generate potential rental income. As the Group has an experienced sales team, the management is confident that the Group will accelerate sales and enhance the overall value proposition for the Group. Due to the unforeseen property market downturn and credit and liquidity crunch of the real estate industry, the Group was unable to recover the historical receivables existed from the related parties.

The Group has been taking active measures to collect the outstanding receivables after the relevant amount fell due, including but not limited to repeatedly sending demand letters requesting the repayment and arranging on-site collection staff attending offices. Despite the above measures were taken, the Group was still unable to recover all outstanding receivables from Sundy Land Group. Therefore, the Acquisition of Properties and Debts Settlement Framework Agreement will allow the Group to immediately recover part of the Receivables.

Upon completion of the Acquisition of Properties and Debts Settlement Framework Agreement, the Group will gradually sell the Settlement Properties to third-party purchasers in the market for cash. The Group intends to dispose of the Settlement Properties either to the owners or tenants of the Group's properties under management or by identifying suitable third parties in the open market. The terms of the Acquisition of Properties and Debts Settlement Framework Agreement have been arrived at after arm's length negotiations between the parties.

The Directors have confirmed that the transactions contemplated under the Acquisition of Properties and Debts Settlement Framework Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Company, and are in the interests of the Company and the Shareholders as a whole.