China Frontier Technology Group — Capital/Financing Update 2021

Feb 26, 2021

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

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WISDOM SPORTS GROUP

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1661)

DISCLOSEABLE TRANSACTION SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO DISCLOSEABLE TRANSACTION INVOLVING ACQUISITION OF INTEREST IN THE TARGET COMPANY

Reference is made to the announcement of the Company dated 12 May 2020 in relation to the Acquisition (the “ Announcement ”). Unless the context otherwise requires, capitalised terms and expressions used herein shall have the same meanings as those defined in the Announcement.

SUPPLEMENTAL AGREEMENT

The Board announces that, on 26 February 2021 (after trading hours), the Company entered into a supplemental agreement (the “ Supplemental Agreement ”) to the Sale and Purchase Agreement with the Vendor and the Guarantor whereby the Parties have agreed to make certain amendments to the terms of the Sale and Purchase Agreement. The following table sets out the major amendments to the Sale and Purchase Agreement pursuant to the Supplemental Agreement (together with comparison with the original terms of the Sale and Purchase Agreement):

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Subjectmatter	Subjectmatter		Major amendments under theSupplemental Agreement	Major amendments under theSupplemental Agreement
	Subjectmatter	Original terms of the Sale andPurchase Agreement as disclosed inthe Announcement	Major amendments under theSupplemental Agreement
	Acquisition	•To acquire 49% interest in theTargetCompanythroughthepurchase of the Sale Shares fromthe Vendor by the Company;	•To acquire 34% interest in theTargetCompanythroughthepurchaseoftherevisedSaleShares from the Vendor by theCompany;
	Sale Shares	•TheSaleSharesreferto49ordinarysharesoftheTargetCompany, representing 49% of theissued share capital of the TargetCompany;	•The Sale Shares are revised to be34 ordinary shares of the TargetCompany, representing 34% of theissued share capital of the TargetCompany;
	Consideration	•TheConsiderationfortheSaleShares is HK$53,410,000;	•The Consideration for the revisedSale Shares is HK$37,060,000 andHK$29,048,500 shall be payablebytheCompanyafterhavingdeducted the Down Payment;
	ConditionsPrecedent	•Completion of the Acquisition isconditionalupon,includingbutnot limited to, the fulfillment (orwaiver,ifapplicable)ofthefollowing Conditions Precedent onor before the CP Long Stop Date:(d) the Company having been approvedby the SFC under the SFO as asubstantialShareholderoftheTarget Company; and	•The item (d) as set out in the“Conditions Precedent” section oftheAnnouncementhasbeendeleted; and
	CP Long StopDate	28 February 2021, or such later dateand time as the Parties may agree inwriting.	The CP Long Stop Date has beenextended to 31 March 2021.

Save as disclosed above, all other terms and conditions of the Sale and Purchase Agreement shall remain unchanged and have full force and effect.

As stated in the “Reasons for and Benefits of the Acquisition” section of the Announcement, the Company is optimistic about the prospect for the financial services industry in Hong Kong, and the Board believes that the Acquisition will enable the Group to capitalise on the active financial market in Hong Kong, therefore broadening its sources of income.

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On this basis, even though the percentage of interest to be acquired in the Target Company has decreased as a result of the commercial negotiations between the Company and the Vendor, the Board believes that the revised Acquisition will still enable the Company to achieve the aforesaid objectives so as to maximise the return to the Shareholders.

Accordingly, the Board believes that the terms and conditions of the Supplemental Agreement are fair and reasonable, are on normal commercial terms as far as the Company and the Shareholders are concerned, and that the transactions contemplated thereunder are also in the interests of the Company and the Shareholders as a whole.

As Completion is conditional upon the satisfaction of all the Conditions Precedent set out in the Sale and Purchase Agreement, the Acquisition may or may not proceed accordingly. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

This announcement is a supplemental announcement to the Announcement and should be read in conjunction with the Announcement. Unless the context otherwise requires, the above supplemental information does not affect other information and contents contained in the Announcement.

By Order of the Board Wisdom Sports Group Ren Wen Chairlady and Executive Director

Hong Kong, 26 February 2021

As at the date of this announcement, the executive Directors of the Company are Ms. Ren Wen, Mr. Sheng Jie, Mr. Song Hongfei and Ms. Hao Bin; and the independent non-executive Directors of the Company are Mr. Chen Zhijian, Mr. Ip Kwok On Sammy and Mr. Jin Guoqiang.

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