China Tangshang Holdings Limited (SEHK:674) entered into the Equity Sale and Purchase Agreement to acquire Reach Glory Holdings Limited from Chen for CNY 315 million on October 31, 2022. Pursuant to the Equity Sale and Purchase Agreement, the Consideration of CNY 315 million shall be payable by the Company by way of issue and allotment of 534,000,000 Consideration Shares to Chen, in a total value of CNY 99.3593 million of Consideration Shares, and issue of Convertible Bonds in the principal amount of CNY 231.79147 million to Mr. Chen on the Completion Date. Completion is conditional upon fulfilment or waiver (as the case may be) of the following conditions, the Company having obtained the approval from its Independent Shareholders in respect of, inter alia, the Acquisition; and the issue of Consideration Shares and Convertible Bonds to Chen pursuant to the terms of the Equity Sale and Purchase Agreement, in the manner required by the Listing Rules, the Company having obtained the approval from the Board in respect of the transactions contemplated under the Equity Sale and Purchase Agreement and the allotment and issue of the Consideration Shares and the Convertible Bonds, the Target Company having indirectly held 70% of the equity interest in the Project Company through its wholly-owned subsidiaries, the Company having obtained the approval from the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares and the Conversion Shares, all of the warranties and representations contained in the Agreement remaining true, correct, complete, accurate and not misleading in all material respects at the Completion, the purchaser, the vendor and the Target Company having complied with the Listing Rules in all respects for the Acquisition.

Company being satisfied with the results of the legal and/or financial due diligence review on Target group. Completion shall take place within seven business days after fulfilment or waiver (as the case may be) of all the conditions precedent to the Agreement.