Ingdan, Inc. — Capital/Financing Update 2018

Jun 25, 2018

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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COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 400)

EXERCISE OF OPTION

PURSUANT TO THE SHAREHOLDERS AGREEMENT AND SUPPLEMENTAL INFORMATION TO

CONTINUING CONNECTED TRANSACTIONS — NEW AGENCY AGREEMENT AND NEW SERVICE AGREEMENT

EXERCISE OF CALL OPTION

Reference is made to the Discloseable Transaction Announcement.

The Board announces that on 25 June 2018, Cogobuy Inc. received a notice of exercise of the Call Option by KMT Automation Parent Co. for the acquisition of 15,000 shares in Cogobuy Sub at an aggregate consideration of HK$123,735,000 or equivalent in USD.

SUPPLEMENTAL INFORMATION TO CONTINUING CONNECTED TRANSACTIONS

The Company wishes to provide the following additional information in relation to the Continuing Connected Transactions Announcement:

The proposed maximum amount of service fee payable by the Recipient Company to the Service Company under the New Agency Agreement for the period between 1 January 2021 to 8 June 2021 shall not exceed RMB7,200,000 (equivalent to approximately HK$8,646,156).

The proposed maximum amount of the provision of the certain administrative and consultancy services to the Recipient Company by the Service Company under the New Service Agreement for the period between 1 January 2021 to 8 June 2021 shall not exceed RMB1,440,000 (equivalent to approximately HK$1,729,231).

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EXERCISE OF CALL OPTION

This announcement is made in accordance with the requirements of Rule 14.74(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

Reference is made to the announcement of Cogobuy Group (‘‘Cogobuy’’ or the ‘‘Company’’) dated 18 January 2018 (the ‘‘Discloseable Transaction Announcement’’) in relation to, among others, the Shareholders Agreement, pursuant to which Cogobuy Inc. granted to KMT Automation Parent Co. the Call Option to purchase shares in Cogobuy Sub held by Cogobuy Inc., equivalent to up to 60% of the issued share capital of Cogobuy Sub. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Discloseable Transaction Announcement.

The Board announces that on 25 June 2018, Cogobuy Inc. received a notice of exercise of the Call Option by KMT Automation Parent Co. for the acquisition of 15,000 shares in Cogobuy Sub. The per share exercise price is HK$8,249, which was determined by the parties after arm’s length negotiations. The aggregate consideration payable to Cogobuy Inc. is HK$123,735,000 or equivalent in USD.

Upon completion of the exercise of the call option, Cogobuy Sub will be owned by KMT Automation Parent Co. as to 51% and by Cogobuy Inc. as to 49%. Cogobuy Sub will therefore cease to be a subsidiary of the Company and its financial results will not be consolidated with the results of the Group.

SUPPLEMENTAL INFORMATION TO CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcement of the Company dated 18 June 2018 (the ‘‘Continuing Connected Transactions Announcement’’) in relation to the New Agency Agreement and New Service Agreement. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Continuing Connected Transactions Announcement.

The Company wishes to provide the following additional information:

The proposed maximum amount of service fee payable by the Recipient Company to the Service Company under the New Agency Agreement for the period between 1 January 2021 to 8 June 2021 shall not exceed RMB7,200,000 (equivalent to approximately HK$8,646,156) (the ‘‘2021 Agency Cap’’).

The proposed maximum amount of the provision of the certain administrative and consultancy services to the Recipient Company by the Service Company under the New Service Agreement for the period between 1 January 2021 to 8 June 2021 shall not exceed RMB1,440,000 (equivalent to approximately HK$1,729,231) (the ‘‘2021 Service Cap’’).

The 2021 Agency Cap and the 2021 Service Cap were determined based on the Group’s estimation taking into account the same factors as set out in the Continuing Connected Transactions Announcement.

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In respect of the 2021 Agency Cap, since one or more of the applicable percentage ratios exceed 0.1% but are less than 5%, the New Agency Agreement is subject to the reporting, annual review and announcement requirement, but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

In respect of the 2021 Service Cap, since all of the applicable percentage ratios are less than 0.1%, the New Service Agreement constitutes an exempt continuing connected transaction and is exempt from the reporting, annual review, announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

By Order of the Board COGOBUY GROUP KANG Jingwei, Jeffrey

Chairman and Executive Director

Hong Kong, 25 June 2018

As at the date of this announcement, the executive Directors of the Company are Mr. KANG Jingwei, Jeffrey, Mr. WU Lun Cheung Allen and Ms. NI Hong, Hope; and the independent non-executive Directors of the Company are Mr. YE Xin; Dr. MA, Qiyuan; and Mr. HAO, Chunyi, Charlie.

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