Zhongliang : FACILITY AGREEMENT WITH SPECIFIC PERFORMANCE COVENANTS

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Zhongliang Holdings Group Company Limited 中 梁 控 股 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2772)

FACILITY AGREEMENT WITH SPECIFIC PERFORMANCE COVENANTS

This announcement is made pursuant to Rule 13.18 of the Listing Rules.

The Board announces that on 16 March 2021, the Company as borrower accepted the Facility Agreement issued by BOCI Leveraged and Structured Finance Limited as lender. The amount of facility offered under the Facility Agreement is not more than US$50,000,000. The Facility Agreement contains, among others, specific performance obligations on the Controlling Shareholders.

This announcement is made by Zhongliang Holdings Group Company Limited (the ''Company'') pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

The board of directors (the ''Board'') of Zhongliang Holdings (Group) Company Limited (the ''Company'') announces that on 16 March 2021, the Company as borrower entered into a facility agreement (the ''Facility Agreement'') with BOCI Leveraged and Structured Finance Limited as lender (the ''Lender'') pursuant to which a US$50,000,000 term loan facility (the ''Facility'') would be made available by the Lender to the Company subject to the terms and conditions of the Facility Agreement. The loan under the Facility shall be repaid on the date falling 364 days from the utilisation date of the Facility.

Pursuant to the Facility Agreement, Mr. Yang Jian and Ms. Xu Xiaoqun (the ''Controlling Shareholders'') are required to be the beneficial owners of not less than 50.1% of the total voting shares of the Company.

As at the date of this announcement, the Controlling Shareholders together hold approximately 82.94% of the, direct or indirect, beneficial shareholding interest in the issued share capital of the Company.

The Company will comply with the continuing disclosure requirements pursuant to Rule 13.21 of the Listing Rules and the disclosure will be included in the subsequent interim and annual reports of the Company for so long as circumstances giving rise to the above obligations continue to exist.

On behalf of the Board

Zhongliang Holdings Group Company Limited

Yang Jian

Chairman

Hong Kong, 17 March 2021

As at the date of this announcement, Mr. Yang Jian, Mr. Chen Hongliang, Mr. Li Heli and Mr. Yau Sze Ka (Albert) are the executive Directors, and Mr. Wang Kaiguo, Mr. Wu Xiaobo and Mr. Au Yeung Po Fung are the independent non-executive Directors.