OSL Group Limited — M&A Activity 2024

Nov 4, 2024

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.

OSL Group Limited OSL 集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

VOLUNTARY ANNOUNCEMENT ACQUISITION OF A LICENSED CRYPTO ASSET EXCHANGE SERVICE PROVIDER IN JAPAN

THE ACQUISITION

The board (the ‘‘Board’’) of directors (‘‘Directors’’) of OSL Group Limited (the ‘‘Company’’, together with its subsidiaries, collectively referred to as the ‘‘Group’’) announced that on 4 November 2024, OSL Investment (Japan) Limited (‘‘OSL Japan’’), a wholly-owned subsidiary of the Company, has entered into a share purchase agreement (‘‘Share Purchase Agreement’’) with four independent third parties to acquire a controlling stake in CoinBest K.K. (the ‘‘Target Company’’), a crypto asset exchange service provider licensed by The Financial Services Agency in Japan. Pursuant to the Share Purchase Agreement, OSL Japan agreed to acquire an 81.38% stake of the Target Company (the ‘‘Acquisition’’). The completion of the Acquisition is subject to fulfillment (unless otherwise waived) of the conditions precedent in the Share Purchase Agreement by the long-stop date of 31 December 2025.

REASONS FOR AND BENEFITS OF THE ACQUISITION

Japan is one of the most regulatory-matured and significant markets for digital assets in the Asia-Pacific region. The Acquisition serves as a crucial strategy for the Group to enter the Japanese market, achieving a milestone in the Group’s globalisation roadmap. The Group has been a market leader in the regulated digital asset market servicing investors in the Asia-Pacific region. The Group’s strong position in the digital asset industry is substantiated by its comprehensive regulatory compliance, extensive operational experience, and strong market reputation, underscored by a successful SOC 2 Type 2 audit in 2023. After the Acquisition, the Group expects to realise business synergies through an expanded footprint in Asia-Pacific region, wider product and service offerings, sharing of operational and technology resources, application of industry best practices and improvement of global trading liquidity and efficiency.

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IMPLICATION OF THE LISTING RULES

All of the applicable percentage ratio(s) as set out in Rule 14.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) of the Acquisition is below 5%, the Acquisition therefore does not constitute a notifiable transaction of the Company under the Listing Rules. To the best knowledge and belief of the Directors after making all reasonable enquiries, each of the parties to the Share Purchase Agreement (other than OSL Japan) and their respective ultimate beneficial owners are independent third parties of the Company. The Acquisition does not constitute a connected transaction under Chapter 14A of the Listing Rules.

Completion of the Acquisition is subject to the satisfaction of the conditions to the Share Purchase Agreement. As such, the Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By order of the Board OSL Group Limited Lee Kam Hung Lawrence Chairman and Non-executive Director

Hong Kong, 4 November 2024

As at the date of this announcement, the executive Directors are Ms. Jia Ruixin, Mr. Tiu Ka Chun, Gary, Ms. Xu Kang and Mr. Yang Chao, the non-executive Director is Mr. Lee Kam Hung Lawrence and the independent non-executive Directors are Mr. Chau Shing Yim, David, Mr. Xu Biao and Mr. Yang Huan.

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