The board of directors of Tianyun International Holdings Limited announced that on 12 December 2023, the Group and Linyi City Development and Industry Development Co. Ltd. ("Linyi Development") entered into a cooperation agreement (the "Cooperation Agreement") to establish a joint venture (the "Joint Venture Project"). Pursuant to the Cooperation Agreement, Linyi Development shall invest the Renminbi equivalent of USD 95 million into the Joint Venture Project, with a shareholding ratio of 95% in the joint venture.

Linyi Development will be responsible for the operation of the Joint Venture Project. The Group shall invest the Hong Kong dollars equivalent of USD 5 million into the Joint Venture Project, with a shareholding ratio of 5% in the joint venture. The Group will not have concrete involvement in the operational management of the Joint Venture Project.

The Group is principally engaged in the manufacture and sales of processed fruit and beverages and trading of fresh fruits. The Linyi Government plans to build and operate the project of Linyi International Exchange Centre of Agricultural By-products. It is intended that the joint venture will be principally engaged in warehousing, sales of agricultural and processed products.

In participating in the Joint Venture Project, the Group will be able to utilize the resources of the same in terms of warehousing and sales of agricultural and processed products and achieve synergies between the businesses of the joint venture and the Group.