Prime Intelligence Solutions Group Limited — Major Shareholding Notification 2021

Jun 11, 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.

PRIME INTELLIGENCE SOLUTIONS GROUP LIMITED 匯安智能科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08379)

INSIDE INFORMATION SUPPLEMENTAL AGREEMENT IN RESPECT OF THE DISPOSAL OF SHARES BY THE CONTROLLING SHAREHOLDER

This announcement is made by Prime Intelligence Solutions Group Limited (the ‘‘Company’’) pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on GEM (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement (the ‘‘Announcement’’) of the Company dated 1 March 2021 in relation to, among others, the entering into the SPA by Delighting View, the controlling shareholder (as defined under the GEM Listing Rules) of the Company with the Purchaser, pursuant to which Delighting View conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, Shares carrying 20.0% of the voting rights of the entire issued Shares, equivalent to 160,000,000 Shares. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as defined in the Announcement.

Upon completion of the Transaction (which shall take place on or before 30 June 2021), Delighting View shall continue to own 206,000,000 ordinary Shares (representing 25.75% of entire issued Shares) (the ‘‘Remaining Shares’’).

SUPPLEMENTAL AGREEMENT

On 11 June 2021, in consideration of the Purchaser’s signing of the SPA, Delighting View and the Purchaser entered into a supplemental agreement (the ‘‘Supplemental Agreement’’), whereby Delighting View guarantees and warrants to the Purchaser that Delighting View will not sell, or enter into any agreement to sell, part or all of the Remaining Shares, unless otherwise a written consent of the Purchaser has been obtained, during the period from the date of the Supplemental Agreement to 31 December 2021.

Save as disclosed above, all other material terms and conditions of the SPA shall remain unchanged and continue to be in full force and effect.

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Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

By order of the Board Prime Intelligence Solutions Group Limited 匯安智 能科技 集團有限公司 Yuen Kwok Wai, Tony Chairman

Hong Kong, 11 June 2021

As at the date of this announcement, the executive Directors are Mr. Yuen Kwok Wai, Tony, Ms. Yuen Mei Ling, Pauline, Ms. Sun Ngai Chu, Danielle and Mr. Mui Pak Kuen; the nonexecutive Director is Mr. Yam Chiu Fan, Joseph; and the independent non-executive Directors are Mr. Hui Man Ho, Ivan, Mr. Chung Billy and Mr. Poon Wai Hung Richard.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and beliefs the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcement’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its publication. This announcement will also be published on the Company’s website at www.primeintelligence.com.hk.

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