Certain Ordinary Shares of Zhengwei Group Holdings Company Limited are subject to a Lock-Up Agreement Ending on 12-JAN-2024. These Ordinary Shares will be under lockup for 365 days starting from 12-JAN-2023 to 12-JAN-2024.

Details:
In accordance with Rule 10.07 of the Listing Rules and the Guidance Letter HKEX-GL89-16, our Controlling Shareholders have irrevocably and unconditionally undertaken to the Stock Exchange and to our Company that, except pursuant to the Share Offer and the Over-allotment Option, they shall not and shall procure that the relevant registered holders of the Shares in which they are beneficially interested shall not: (a) in the period commencing on the date by reference (the ?Reference Date?) to which disclosure of their shareholding is made in the prospectus and ending on the date which is six months from the Listing Date (the ?End Date?), dispose of, nor enter into any agreement to dispose of, or otherwise create any options, rights, interests or encumbrances in respect of, any of the Shares in respect of which they are shown by this prospectus to be the beneficial owner (the ?Relevant Securities?); and (b) in the period of 6 months commencing from the End Date, dispose of, nor enter into any agreement to dispose of, or otherwise create any options, rights, interests or encumbrances in respect of the Relevant Securities if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, that they would cease to be the Controlling Shareholders of the Company.

In accordance with Note (3) to Rule 10.07(2) of the Listing Rules, the Controlling Shareholders have further irrevocably and unconditionally undertaken to the Stock Exchange and to our Company that within the period commencing on the Reference Date and ending on the date which is 12 months from the Listing Date, they shall: (i) when either of them pledge or charge any Shares or securities of the Company beneficially owned by them in favor of an authorized institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of Hong Kong), pursuant to Note 2 to Rule 10.07(2) of the Listing Rules, immediately inform our Company of such pledge or charge together with the number of securities so pledged or charged; and (ii) when either of them receive indications, either verbal or written, from the pledgee or chargee that any of the pledged or charged Shares or securities of the Company will be disposed of, immediately inform our Company of such indications.