Risecomm Group Holdings Limited (SEHK:1679) entered into the sale and purchase agreement to acquire Zhongyi (BVI) International Limited from Zhu Deyun for CNY 120 million on August 25, 2023. The total consideration payable by Risecomm under the sale and purchase agreement amounts to CNY 110,000,000. If (i) Zhongyi records a net profit for each financial year ending December31, 2024, 2025 and 2026; and (ii) the aggregated audited net profit of Zhongyi for the three financial years ending December 31, 2026 by reference to its audited financial information for the same period (the ??Three-year Aggregate Net Profit??) is not less than CNY 47 million, Risecomm shall make an additional payment to Zhu Deyun in the amount of CNY 10,000,000 within thirty (30) Business Days upon the finalization of the audited financial information of Zhongyi for the three financial years ending December 31, 2026 and being made available to Zhu Deyun.

The total consideration will be funded by internal resources and external borrowings of Risecomm. As of December 31, 2022, Zhongyi reported Net loss after taxation was CNY 0.302 million and unaudited total assets were approximately CNY 24,307,000. Upon the closing, Zhongyi will be held as to 100% by Risecomm or its designated entity and will become a wholly-owned subsidiary of Risecomm.

The transaction is subject to completion of all financial, legal and business due diligence and Risecomm shareholders? approval.