Yeahka : INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING IN RELATION TO POTENTIAL DISPOSAL

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YEAHKA LIMITED

移卡有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9923)

INSIDE INFORMATION

MEMORANDUM OF UNDERSTANDING

IN RELATION TO POTENTIAL DISPOSAL

This announcement is made by YEAHKA LIMITED (the "Company" or "Yeahka", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the provisions of inside information under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

MEMORANDUM OF UNDERSTANDING IN RELATION TO POTENTIAL DISPOSAL

The board (the "Board") of directors of the Company (the "Directors") hereby announces that on May 10, 2021, Shenzhen Zhizhanggui Cloud Service Co., Ltd.* (深圳市智掌櫃雲服 務有限公司) (the "Target Company") and Shenzhen Leshou Cloud Technology Co., Ltd.* (深圳市樂售雲科技有限公司) (the "Vendor"), both indirect wholly-owned subsidiaries of the Company, have entered into a non-legally binding memorandum of understanding (the "MOU") with Fushi Technology (Shenzhen) Co., Ltd* (深圳市富匙科技有限公司) (the "Purchaser" or "Fushi"), an associated company of the Company, in relation to the potential disposal of 60% equity interests in the Target Company by the Vendor to the Purchaser (the "Potential Disposal") at the consideration of approximately RMB201.9 million based on a valuation of the Target Company of approximately RMB336.5 million. As at the date of this announcement, whilst no other shareholder controls one-third or more of the equity interests in the Purchaser, the Company, through its indirect subsidiaries, holds in aggregate approximately 47.58% equity interests in the Purchaser. To the best of the Directors' knowledge, other shareholders of the Purchaser and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

The Potential Disposal will be subject to customary conditions precedent and completion will take place within six months after the signing of the transaction documents. Upon completion of the Potential Disposal, the Target Company will cease to be a subsidiary of the Company.

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As the Potential Disposal is subject to the terms and conditions in the transaction documents which are yet to be finalized, the financial impact on the Group in respect of the Potential Disposal remains uncertain as at the date of this announcement. The Potential Disposal, if consummated, is expected to record gains (before tax) from asset disposals of over RMB200 million for the Company.

Based on the terms of the MOU and the information available as of the date of this announcement, the Potential Disposal and the transactions contemplated thereunder would not constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules. The Company will make further announcement(s) in accordance with the requirements under the Listing Rules as and when appropriate.

BENEFITS OF AND REASONS FOR THE POTENTIAL DISPOSAL

Serving more than 420,000 merchants with peak transaction counts over 8,380,000 as of March 31, 2021, Fushi is an important member within Yeahka's ecosystem of expanding its merchant base and providing merchant services. By acquiring the Target Company, Fushi obtains a cornerstone "hardware+software" standardized infrastructure and further accelerates its open-SaaS strategy by integrating the established SaaS modules to the offline merchants. For Yeahka, not only does the historical investment in the Target Company yield significant returns, but as the single largest shareholder in Fushi, it enables Yeahka to focus on more asset-light, industry agnostic SaaS solution such as "Yuehuiquan", a solution to operate the private domain traffic of merchants built upon blockchain's underlying technology. Jointly with Fushi, Yeahka will continue to strengthen its SaaS portfolio and reiterates its commitment in establishing a commercial digitalized ecosystem.

The Board wishes to emphasize that no binding agreement in relation to the Potential Disposal has been entered into as at the date of this announcement. As such, the Potential Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

YEAHKA LIMITED

Liu Yingqi

Executive Director

Hong Kong, May 10, 2021

As at the date of this announcement, the Board comprises Mr. Liu Yingqi, Mr. Yao Zhijian and Mr. Luo Xiaohui as executive Directors, Mr. Mathias Nicolaus Schilling and Mr. Akio Tanaka as non-executive Directors and Mr. Tam Bing Chung Benson, Mr. Yao Wei and Mr. Yang Tao as independent non-executive Directors.

• For identification purposes only

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