Link Asia International MedTech : MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Link-Asia International MedTech Group Limited ᐑԭ਷ყᔼᐕ߅ҦණྠϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1143)

MEMORANDUM OF UNDERSTANDING

IN RELATION TO

THE POSSIBLE ACQUISITION

This announcement is made by Link-Asia International MedTech Group Limited (the ''Company'', together with its subsidiaries, the ''Group'') pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ''SFO'').

INTRODUCTION

The board (the ''Board'') of directors (the ''Director(s)'') of the Company is pleased to announce that on 4 March 2021 (after trading hours of the Stock Exchange), Link-Asia International Assisted Reproductive Technology Group Limited, being a wholly owned subsidiary of the Company, entered into a memorandum of understanding (the ''MOU'') with I.Baby Technology Investments Limited (the '' Potential Vendor'') and I.Baby Technology Holdings Limited (the ''Target Company''). Pursuant to the MOU, the Company (including its designated party(ies)) intends to purchase, and the Potential Vendor intends to dispose certain number of issued shares of the Target Company held by the Potential Vendor (the ''Possible Acquisition''), which will constitute a controlling interest of the Target Company upon completion of the Possible Acquisition. Details of the MOU are set out below:

THE MOU

Date : 4 March 2021

Parties : (1) the Company;

• (2) the Potential Vendor; and

• (3) the Target Company

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Potential Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons (within the meaning ascribed under the Listing Rules).

Subject matter

The Company (including its designated party(ies)) intends to purchase, and the Potential Vendor intends to dispose certain number of issued shares of the Target Company held by the Potential Vendor, which will constitute the controlling interest of the Target Company upon completion of the Possible Acquisition.

Exclusivity and Due Diligence

The Company has the right to conduct due diligence (the ''Due Diligence'') on the fundamentals of the Target Company within 45 days from the date of signing the MOU (the ''Due Diligence Period''). The Potential Vendor shall make every effort to provide the Company and its professional consultants with all necessary assistance, provide answers to reasonable queries or requests related to the Target Company as made by the Company and its professional consultants in order to complete the Due Diligence as soon as possible.

During the Due Diligence Period, the Potential Vendor shall not engage in any form of contact (including but not limited to negotiation, signing of a memorandum, letter of intent, agreement with or without legal effect) with other investor(s) regarding the mergers and acquisitions of the Target Company, while this term shall not apply to any investor(s) who commits capital with the expectation of receiving financial returns. (the ''Exclusivity'').

Formal Agreement

After completing the Due Diligence and the Company being satisfied with the results of the Due Diligence, the Company shall use their best endeavours to procure a legally binding formal agreement (the ''Formal Agreement'') in respect of the details of the Possible Acquisition. Such details include but are not limited to (i) the consideration; (ii) date and method of payment; and (iii) the final share transfer and delivery arrangements concerning the Possible Acquisition.

Termination

The MOU will be terminated at the earlier of:

• (i) the expiry of the Due Diligence Period; or

• (ii) the date of execution of the Formal Agreement; or

• (iii) by such other date as the parties of the MOU may agree.

Binding effect

Save for the provisions relating to, among other things, the Exclusivity and Due Diligence, confidentiality and binding effect, the MOU does not constitute a legally binding agreement on the parties to the MOU.

INFORMATION ON THE TARGET COMPANY

The Target Company is a company incorporated in the laws of Hong Kong with limited liability. As at the date of this announcement, the Target Company is wholly owned by the Potential Vendor.

Based on the information provided by the Target Company, the brand ''I. Baby ARS & Eugenics'' *( 愛丁優生助孕), which was founded by Ms. Biyi (who holds a master degree in public health from Harvard University) and has been operated by the Target Company, is the first brand of pre-pregnancy care and assisted reproductive service in the People's Republic of China (the ''PRC''). Since its establishment in 2013, the Target Company has deeply involved in the assisted reproductive service market. Based on the concept of MLP, which is interpreted as Medicine, Lifestyle and Psychology, with reproductive medicine as the core technology, the Target Company has created the online and offline closed-loop service system focused on specific fertility diseases and in vitro fertilization.

REASONS AND BENEFITS OF ENTERING INTO THE MOU

The Group is principally engaged in (i) electronic manufacturing services; (ii) marketing and distribution of communication products; (iii) real estate supply chain services; and (iv) the securities and other assets investment.

The Board recognises that the adverse impact brought by novel coronavirus disease (COVID-19) on the global economy is still ongoing, and the global travel restrictions, border control and quarantine arrangements have hit and posed an adverse impact on the Group's electronic manufacturing business and real estate supply chain services in Southeast Asia.

In view of such challenges, the Board and the management of the Company are not only dedicated to developing the Group's existing core businesses but are actively exploring new business growth, especially the high-end medical and health services. Following the relaxation of the fertility policy in China and the situation that infertility is increasingly prevalent globally, the Directors consider that the market for high-end assisted reproductive medical services is huge. Based on this, the Board recognises the capacity of the Target Company to gather medical resources and operate a top-notch assisted reproductive medical technology comprehensive service platform, and also its brand advantage of ''I. Baby ARS & Eugenics'' *( 愛丁優生助孕). Whereas each of the Potential Vendor and the Target Company recognises the Company's foundation in the high-quality customers network, the Board is of the view that the Possible Acquisition, if materialise, could help the Group to restructure its business to an industry with growth potential. The Directors believe that by leveraging the strength of the Target Company and the Group, the Possible Acquisition will bring synergies to both parties of the MOU in the long run.

GENERAL

As at the date of this announcement, the terms and conditions of the Possible Acquisition are still being negotiated and no legally binding agreement has been entered into. The Possible Acquisition, if materialised, may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate in compliance with the Listing Rules.

Shareholders and other investors of the Company should note that the Possible Acquisition may or may not proceed and are advised to exercise caution when dealing in the shares of the Company.

On behalf of the Board

Link-Asia International MedTech Group Limited

Lin Dailian

Chairman and executive Director

Hong Kong, 4 March 2021

As at the date of this announcement, the Board comprises Mr. Lin Dailian (Chairman), Mr. Wang Guozhen, Mr. Duan Chuanhong and Mr. Xia Xiaobing as executive Directors; Mr. Li Huiwu, Mr. Yang Weidong and Dr. Sun Xiaohu as independent non-executive Directors.

*

For identification purposes only