Prime Intelligence Solutions Group Limited — Major Shareholding Notification 2023

Jun 12, 2023

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 懶豬科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08379)

INSIDE INFORMATION

SUPPLEMENTAL AGREEMENT IN RELATION TO DISPOSAL OF SHARES BY SUBSTANTIAL 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 (Cap. 571, Laws of Hong Kong).

Reference is made to the announcement (the ‘‘Announcement’’) of the Company dated 21 April 2023 in relation to, among others, the entering into the SPA by Delighting View, the substantial 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 25.75% of the voting rights of the total issued Shares, equivalent to 206,000,000 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, the Purchaser shall hold 206,000,000 Shares, representing 25.75% of the issued Shares and become a substantial shareholder (as defined under the GEM Listing Rules) of the Company, whereas Delighting View will cease to be a shareholder of the Company.

SUPPLEMENTAL AGREEMENT

The Company was informed by Delighting View that, on 9 June 2023, Delighting View and the Purchaser entered into a supplemental agreement in respect of the SPA whereby the completion date of the Transaction is amended to on or before 30 June 2023.

The Company was also informed by Delighting View that on 12 May 2023, the sale and purchase of 66,000,000 Shares, being part of the aforesaid 206,000,000 Shares, have been completed. As of the day of this announcement, Delighting View holds 140,000,000 Shares, representing 17.50% of the issued Shares.

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The completion of the Transaction is subject to fulfilment or waiver (as the case may be) of the condition precedent set out in the SPA, and the Transaction may or may not proceed. Shareholders and other investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board Prime Intelligence Solutions Group Limited 懶豬 科技集團 有 限 公司 Yuen Kwok Wai, Tony Chairman

Hong Kong, 12 June 2023

As at the date of this announcement, the executive Directors are Mr. Yuen Kwok Wai, Tony, Ms. Yuen Mei Ling, Pauline, Mr. Mui Pak Kuen and Mr. Hui Cho Lung; the non-executive Directors are Mr. Yam Chiu Fan, Joseph and Ms. Leung Wai Hing Ella; and the independent non-executive Directors are Mr. Poon Wai Hung Richard, Mr. Chung Billy and Mr. Wong Ching Wan.

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 Listed Company Information’’ page of The Stock Exchange of Hong Kong Limited’s website at http://www.hkexnews.hk 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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