OSL Group Limited — M&A Activity 2025

Apr 7, 2025

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.

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

OSL

OSL Group Limited

OSL集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

SUPPLEMENTAL ANNOUNCEMENT ON DISCLOSEABLE TRANSACTION IN RELATION TO THE EUROPE ACQUISITION

INTRODUCTION

References are made to the announcements of the Company (i) dated 9 December 2024 and 3 January 2025 in relation to, among other things, the Europe Acquisition; and (ii) dated 23 January 2025 in relation to, among other things, the Amended and Restated Europe SPA (collectively, the "Announcements"). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless otherwise defined.

The First Completion took place on 23 January 2025 and therefore each of the Lithuanian Subsidiary 2 and the Canadian Subsidiary became a wholly-owned subsidiary of the Company. The completion of the Italy Acquisition also took place on 31 March 2025 and therefore the Italian Target Company became a wholly-owned subsidiary of the Company. However, due to changes in the rules and regulations in the Republic of Lithuania regarding entities operating in the digital assets and blockchain platform business, in particular, from 1 January 2025, the Republic of Lithuania has expanded the list of strategically important sectors to include operating digital assets and blockchain platform businesses, and as a result, all investment and merger transactions in the operating digital assets and blockchain platform businesses must be approved by the local Commission for Coordination of Protection of Objects of Importance to Ensuring National Security in Lithuania before they can be carried out, so that the timetable for the Second Completion has become highly uncertain.

On 7 April 2025 (after trading hours), to achieve similar commercial effect as the completion of the Sale and Purchase of Lithuanian Subsidiary 1 (as defined below) contemplated under the Amended and Restated Europe SPA, the Vendor, the Lithuanian Subsidiary 1, the New Purchaser and the Italian Target Company agreed to pursue a different structure and entered into an agreement (the "Sale Agreement"), pursuant to which (1) the Vendor and the New Purchaser agreed to terminate the Amended and Restated

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Europe SPA with respect to the matters relating to, and only relating to, the sale and purchase of the entire corporate capital of the Lithuanian Subsidiary 1 (the “Sale and Purchase of Lithuanian Subsidiary 1”) (but not in relation to the sale and purchase of the entire corporate capital of the Lithuanian Subsidiary 2 and the Canadian Subsidiary); and (2) the Lithuanian Subsidiary 1 has conditionally agreed to sell, assign and transfer in bulk to the Italian Target Company, which in turn has conditionally agreed to purchase and accept from the Lithuanian Subsidiary 1, all rights, title and interests held by the Lithuanian Subsidiary 1 in all (and not only part) of the bilateral agreements the Lithuanian Subsidiary 1 entered into with each of its customers governed by Lithuanian law (collectively, the “Customer Agreements”).

TERMINATION OF THE SALE AND PURCHASE OF LITHUANIAN SUBSIDIARY 1

Pursuant to the Sale Agreement, the Vendor and the New Purchaser irrevocably agree that, with effect from the date of the Sale Agreement, the provisions in the Amended and Restated Europe SPA in relation to the matters relating to and only relating to the Sale and Purchase of Lithuanian Subsidiary 1, including all rights, powers, authorities, obligations and liabilities arising under the Amended and Restated Europe SPA be terminated.

Save as expressly provided in the Sale Agreement, each of the Vendor and the New Purchaser irrevocably and unconditionally releases and discharges the other from any and all obligations, liabilities, losses, damages, demands, claims, suits or actions of whatsoever nature arising from or in any way relating to the Sale and Purchase of Lithuanian Subsidiary 1 contemplated under the Amended and Restated Europe SPA, provided that nothing in the Sale Agreement shall release, discharge or otherwise affect any obligation, liability, loss, damage, demand, claim, suit or action of whatsoever nature arising from or in any way relates to:

(i) any such rights, powers, authorities, obligations and liabilities arising prior to the date of the Sale Agreement;

(ii) the continuation in force of all provisions of the Amended and Restated Europe SPA which are (a) not solely in relation to the Sale and Purchase of Lithuanian Subsidiary 1, (b) expressed to survive such termination or (c) necessary for the interpretation or enforcement of those provisions of the Amended and Restated Europe SPA that are captured by the foregoing (a) and/or (b);

(iii) all clauses of the Amended and Restated Europe SPA that are not solely in relation to the Second Completion; or

(iv) any requirement imposed by law.

For the avoidance of doubt, the Sale Agreement shall not be interpreted in any manner as having any effect to affect the status of the Europe SPA, which has been amended and restated by the Amended and Restated Europe SPA.

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SALE AND PURCHASE OF THE CUSTOMER AGREEMENTS

Principal terms of the Sale Agreement in relation to the sale and purchase of the Customer Agreements are set out below.

Parties

The seller : the Lithuanian Subsidiary 1

The purchaser : the Italian Target Company

Date

7 April 2025

Subject Matter

Pursuant to the Sale Agreement, the Lithuanian Subsidiary 1 has conditionally agreed to sell, assign and transfer in bulk to the Italian Target Company, which in turn has conditionally agreed to purchase and accept from the Lithuanian Subsidiary 1, all rights, title and interests held by the Lithuanian Subsidiary 1 in all (and not only part) of the Customer Agreements.

Consideration

The aggregate consideration for the sale and purchase of the Customer Agreements from the Lithuanian Subsidiary 1 to the Italian Target Company shall amount to a maximum of USD6,999,000 (the "Aggregate Consideration").

The Aggregate Consideration shall be paid in three instalments, subject to the generation of cumulative revenue by the Italian Target Company from the Customer Agreements ("Cumulative Revenue") equal to (or exceeding) the relevant Revenue Milestone (as defined below), as follows:

(i) upon the Italian Target Company reaching a Cumulative Revenue of Euro 3,600,000 (the "First Revenue Milestone"), an amount corresponding to USD2,100,000, representing approximately 30% of the Aggregate Consideration, shall be paid in cash by the New Purchaser to the Lithuanian Subsidiary 1;

(ii) upon the Italian Target Company reaching a Cumulative Revenue of Euro 7,200,000 (the "Second Revenue Milestone"), an additional amount corresponding to USD2,100,000, representing approximately 30% of the Aggregate Consideration, shall be paid in cash by the New Purchaser to the Lithuanian Subsidiary 1; and

(iii) upon the Italian Target Company reaching a Cumulative Revenue of Euro 12,000,000 (the "Third Revenue Milestone" and together with the First Revenue Milestone and the Second Revenue Milestone, the "Revenue Milestones"), an additional amount corresponding to USD2,799,000, representing approximately 40% of the Aggregate Consideration, shall be paid in cash by the New Purchaser to the Lithuanian Subsidiary 1.

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Upon achievement of each of the Revenue Milestones, the Italian Target Company shall deliver to both the Lithuanian Subsidiary 1 and the New Purchaser, within ten (10) Business Days from the date on which the Revenue Milestone is reached, a written notice confirming that the relevant Revenue Milestone has been met, including supporting documentation evidencing the Cumulative Revenue generated from the Customer Agreements. Within ten (10) Business Days as of receipt of such notice, the New Purchaser shall pay to the Lithuanian Subsidiary 1 the relevant portion of the Aggregate Consideration by wire transfer to the bank account of the Lithuanian Subsidiary 1.

No Consideration Shares

For the avoidance of doubt, the sale and purchase of the Customer Agreements contemplated under the Sale Agreement will no longer involve any allotment or issuance of any Shares of the Company.

Conditions Precedent

The completion of the sale and purchase of the Customer Agreements contemplated under the Sale Agreement ("Completion") is conditional upon the following conditions ("Conditions") having been fulfilled or waived (as the case may be):

(i) all consents, approvals and/or waivers required under the Customer Agreements for their valid assignment to the Italian Target Company having been duly obtained and remaining in full force and effect as of the Completion Date (as defined below);

(ii) the execution of a data transfer agreement between the Lithuanian Subsidiary 1 and the Italian Target Company on the transfer of client data in connection with the Customer Agreements in the form and substance satisfactory to the Italian Target Company, to the extent that it is in compliance with the applicable law;

(iii) a list of the Customer Agreements (in the form and substance satisfactory to the Italian Target Company) having been provided to the Italian Target Company;

(iv) the Lithuanian Subsidiary 1's warranties under the Sale Agreement remaining true, accurate and not misleading at the Completion Date (as defined below) at all material aspects (as if repeated at the Completion Date (as defined below)) and at all times between the date of the Sale Agreement and the Completion Date (as defined below); and

(v) there not having been in effect on the Completion Date (as defined below) any applicable law restraining, enjoining or otherwise prohibiting or making illegal the sale and purchase of the Customer Agreements.

The Italian Target Company may in its sole and absolute discretion (i) waive either in whole or in part at any time by notice in writing to the Lithuanian Subsidiary 1 any of the Conditions and/or (ii) in lieu of fulfilment of any Conditions prior to the Completion (as applicable), require that such Conditions be fulfilled within such period after the Completion (as applicable) (not being later than 30 June 2026 or such other date as the Lithuanian Subsidiary 1 and the Italian Target Company may mutually agree in writing) as the Italian Target Company may direct.

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Completion

The Completion shall take place on the date on which all the Conditions are satisfied (or validly waived, where permitted), without the need for any further formalities or actions by the Lithuanian Subsidiary 1 and the Italian Target Company, unless otherwise agreed in writing (the "Completion Date").

IMPLICATIONS UNDER THE LISTING RULES

This announcement is made by the Company pursuant to Rule 14.36 of the Listing Rules as the Sale Agreement constitutes a material variation to the terms of the Amended and Restated Europe SPA as announced in the Announcements.

The Completion is subject to fulfilment or waiver or postponement of the Conditions thereunder. As the sale and purchase of the Customer Agreements under the Sale Agreement may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

By order of the Board of
OSL Group Limited
Cui Song
Executive Director and Chief Executive Officer

Hong Kong, 7 April 2025

As at the date of this announcement, the executive Directors are Mr. Cui Song, 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.