CA Cultural Technology Group Limited — M&A Activity 2025

Aug 15, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to sell, dispose, acquire, purchase or subscribe for securities in the Company.

KYOSEI-BANK CO., LTD.

(Incorporated in Japan with limited liability)

華夏文化科技集團

CA Cultural Technology Group Limited

華夏文化科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01566)

JOINT ANNOUNCEMENT

I. MONTHLY UPDATES;

AND

II. CONTINUED SUSPENSION OF TRADING

Financial Adviser to the Company

VEDA CAPITAL

智略资本

References are made to announcements (i) jointly issued by CA Cultural Technology Group Limited (the "Company") and Kyosei-Bank Co., Ltd. dated 15 March 2023 (the "Joint Announcement"), 6 April 2023, 21 April 2023, 12 May 2023, 2 June 2023, 14 July 2023, 21 August 2023, 25 September 2023, 26 October 2023 and 13 November 2023, 22 December 2023, 22 January 2024, 9 February 2024, 21 February 2024, 8 March 2024, 10 April 2024, 13 May 2024, 14 June 2024, 15 July 2024, 16 August 2024, 16 September 2024, 16 October 2024, 15 November 2024, 16 December 2024, 16 January 2025, 3 February 2025, 17 February 2025, 17 March 2025, 17 April 2025, 16 May 2025, 16 June 2025 and 16 July 2025; and (ii) issued by the Company dated 20 February 2025 and 20 May 2025 (collectively, the "Updates and Delay Announcements"). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement and Updates and Delay Announcements.

---

I. MONTHLY UPDATES

The Company would like to update the Shareholders on the following material developments relating to the Proposed Restructuring:

1. The Creditors’ scheme was sanctioned without modification by the order of the High Court of Hong Kong on 19 March 2024. The Creditors’ scheme will become effective when all the conditions precedent to the Creditors’ scheme, among others, the completion of the Subscriptions having taken place, are satisfied;

2. At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9:00 a.m. on 21 November 2024 and shall remain suspended pending further announcement;

3. As stated in the Company’s announcements dated 28 January 2025 and 7 July 2025, the Stock Exchange has set out the Resumption Guidance which requires the Company to, including but not limited to, conduct the Investigation and the IC Review, publish all outstanding financial results required under the Listing Rules and address any opinions on audit modifications, as well as, demonstrate that the Company complies with Rule 13.24 of the Listing Rule and has in place adequate internal controls and procedures to comply with the Listing Rules;

4. The Company has been taking appropriate steps to comply with the Resumption Guidance. In particular, the Company has resolved to form an independent committee comprising all independent non-executive directors of the Company to oversee the Investigation and the IC Review. The Investigation work commenced since March 2025 and the draft investigation reports have been submitted to the Stock Exchange on 19 July 2025 and 1 August 2025 respectively. The Independent Investigator is currently at the final stage of its IC Review and the relevant internal control report is expected to be made available to the Company by 31 August 2025;

5. Considering that the results of the Investigation are expected to be material to the contents of the Circular, the Company is expected to provide more information to update and finalize the contents of the Circular after preliminary results of the Investigation are available for the Board to response to the comments from the regulators;

6. 2 -

---

1. The Company has sought an extension of time to respond to the comments and enquiries from the Stock Exchange in relation to the consent under Rule 7.27B of the Listing Rules for the Subscription subject to findings of the Investigation. Upon conclusion of the Investigation, the Company would incorporate the relevant findings and/or information into the Circular; and

2. The Company is also in the course of preparing the application for the Whitewash Waiver and the Special Deals.

Save for the above, there has been no other significant development relating to the Proposed Restructuring. Further announcement(s) will be made as and when appropriate in compliance with the Takeovers Code including the status and progress relating to the despatch of the Circular. The Circular is expected to be despatched on or before 16 September 2025.

II. CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 21 November 2024 and shall remain suspended pending further announcement.

The Stock Exchange would not grant the listing of, and permission to deal in new Shares where the issue of such new Shares would cause or facilitate a breach of requirement(s) under the Listing Rules. The Subscriptions will result in the public float of the Shares being below the minimum public float requirement. The grant of the listing of, and permission to deal in the New Shares is subject to the Company to put in place adequate arrangements to meet the minimum public float requirement under Rule 8.08(1) of the Listing Rules at all times before and after the Completion.

• 3 -

---

Completion is subject to the fulfilment of the conditions precedent to the Subscriptions and the Creditors' scheme as set out in the Joint Announcement, including but not limited to, the Whitewash Waiver having been granted by the SFC and the listing of, and permission to deal in, the Subscription Shares, CB Conversion Shares and Scheme Shares having been granted by the Stock Exchange. In the event that the listing of, and permission to deal in the Subscription Shares, CB Conversion Shares and/or Scheme Shares is not granted, the Subscription Agreements and the Proposed Restructuring will not become unconditional and the Subscriptions and the Proposed Restructuring will not proceed. Accordingly, the Proposed Restructuring may or may not proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

For and on behalf of
Kyosei-Bank Co., Ltd.
Kenichi Yanase
Director

By order of the Board
CA Cultural Technology Group Limited
Chong Heung Chung Jason
Chairman and Executive Director

15 August 2025

As of the date of this joint announcement, the executive Directors are Mr. Chong Heung Chung Jason and Ms. Liu Moxiang, and the independent non-executive Directors are Mr. Ni Zhenliang, Mr. Wang Guozhen and Mr. Hung Muk Ming.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Investor and the parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Investor) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Investor are Mr. Kenichi Yanase, Mr. Hiroshi Kaneko, Mr. Takahiro Haga and Mr. Kuniaki Yanase.

The directors of the Investor jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

– 4 –