DL : LAPSE OF SHARE SUBSCRIPTION UNDER GENERAL MANDATE AND TERMINATION OF WARRANT SUBSCRIPTION UNDER SPECIFIC MANDATE

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

DL HOLDINGS GROUP LIMITED

德 林 控 股 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1709)

LAPSE OF SHARE SUBSCRIPTION UNDER GENERAL MANDATE

AND

TERMINATION OF WARRANT SUBSCRIPTION UNDER

SPECIFIC MANDATE

Reference is made to (i) the announcement of DL Holdings Group Limited (the ''Company'') dated 5 February 2021 in relation to, among other things, the Share Subscription and the Warrant Subscription; and (ii) the announcements of the Company dated 26 February 2021, 1 March 2021, 19 March 2021, 9 April 2021 and 14 April 2021 respectively in relation to, among other things, the extension of the long stop date for the Share Subscription and the delay in despatch of the circular in relation to the Warrant Subscription (collectively, the ''Announcements''). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context requires otherwise.

LAPSE OF THE SHARE SUBSCRIPTION AGREEMENT

Pursuant to the Share Subscription Agreement (as supplemented by the First Supplemental Share Subscription Agreement, the Second Supplemental Share Subscription Agreement and the Third Supplemental Share Subscription Agreement), the long stop date for the fulfilment or waiver (as the case may be) of the conditions precedent to the Share Subscription is 30 April 2021 (the ''Long Stop Date''). As certain conditions precedent to the Share Subscription have not been fulfilled by the Long Stop Date and the parties to the Share Subscription Agreement have not agreed on any further extension of the Long Stop Date, the Share Subscription Agreement lapsed accordingly.

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TERMINATION OF THE WARRANT SUBSCRIPTION AGREEMENT

On 30 April 2021 (after trading hours), the Company and the Subscriber entered into a deed of termination (the ''Termination Deed'') pursuant to which the Company and the Subscriber agreed to terminate the Warrant Subscription Agreement with immediate effect from and including 30 April 2021. With effect from the date of the Termination Deed, the Company and the Subscriber shall be released and discharged forthwith with their respective outstanding obligations (if any) under the Warrant Subscription Agreement and each of them has no further obligations and rights or any claims against the other under the Warrant Subscription Agreement.

The Board considers that the lapse of the Share Subscription Agreement and the termination of the Warrant Subscription Agreement will not have any material adverse impact on the business, operation and financial position of the Group.

By order of the Board

DL Holdings Group Limited

Jiang Xinrong

Chairman & Executive Director

Hong Kong, 30 April 2021

As at the date of this announcement, the executive Directors are Ms. Jiang Xinrong and Mr. Chen Ningdi; the non-executive Directors are Mr. Chan Kwun Wah Derek and Mr. Li Ren; and the independent non-executive Directors are Mr. Chang Eric Jackson, Mr. Chen Cheng- Lien (also known as Chen Cheng-Lang and Chen Stanley) and Mr. Liu Chun.

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