Youzan Technology Limited — Capital/Financing Update 2021

Aug 30, 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.

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

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

You are cautioned not to place any undue reliance on the forward-looking statements (if any) contained herein. The Company cannot give any assurance that these forward – looking statements will prove to have been correct. These forward-looking statements are not guarantee of future performance and are subject to certain risks, assumptions and uncertainties. The Company undertakes no obligation to update or revise any forward-looking statements herein, whether as result of new information, future events or otherwise.

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China Youzan Limited 中國有贊有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 8083)

PROPOSED LISTING OF YOUZAN TECHNOLOGY INC. ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

Reference is made to the announcement dated 26 February 2021 issued by the Company in relation to the proposed listing of Youzan Technology Shares on the Main Board of the Stock Exchange by way of introduction and the Rule 3.5 Announcement in relation to the proposal by the the BetaCafe Holdings Limited to take China Youzan private by way of the Scheme, comprising both the Scheme and the Distribution, and the withdrawal of listing of the China Youzan Shares. This announcement is made by the Company on a voluntary basis.

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Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as those defined in the Updated Joint Announcement or the Rule 3.5 Announcement (as applicable).

The Board would like to announce that, on the day of this announcement, an application was re-filed by Youzan Technology with the Stock Exchange for the listing of Youzan Technology Shares on the Main Board of the Stock Exchange by way of an offering of new shares.

Reference is also made to the Updated Joint Announcement made by BetaCafe Holdings Limited and the Company on the date of this announcement. Pursuant to the Updated Joint Announcement, the Offeror has requested the Board to update certain terms of the Proposal to reflect that the Youzan Technology Shares are now proposed to be listed by way of an offering of new shares, instead of by way of introduction. The key changes to the Proposal include:

• (i) revising the definition of the term “Youzan Technology Listing” to mean the proposed listing of all of the Youzan Technology Shares on the Main Board of the Stock Exchange by way of an offering of new shares;

• (ii) removing the Scheme Pre-Condition as set out under paragraph (a) in the paragraph headed “2. TERMS OF THE PROPOSAL – 2.6 Scheme Pre-Conditions” in the Rule 3.5 Announcement (being the in-principle approval of the Stock Exchange for the listing of the Youzan Technology Shares on the Stock Exchange for the Youzan Technology Listing); and

• (iii) adding a new Scheme Condition in respect of the underwriting agreements being entered into between, among others, Youzan Technology and the underwriters for the Youzan Technology Offering and having become effective and unconditional and not having been terminated by the latest time at which termination is permitted thereunder as set out under paragraph (o) in the paragraph headed “2. REVISIONS TO THE TERMS OF THE PROPOSAL – 2.7. Updates on the Scheme Conditions” in the Updated Joint Announcement.

Save as mentioned above, no other changes are being made to the Proposal. In particular, there is no change to the Scheme Consideration, the terms of the Distribution and the pro rata entitlement of Youzan Technology Shares to be distributed in respect of each China Youzan Share under the Distribution.

As disclosed in the Updated Joint Announcement, all Scheme Pre-Conditions have been fulfilled as at the date of this announcement.

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THE YOUZAN TECHNOLOGY LISTING

The purpose of the Youzan Technology Listing is to unlock the growth potential in the Youzan Technology Group, further develop the SaaS Business and raise funding to support the development of the SaaS Business.

The Youzan Technology Listing, which includes an offering of new shares, is expected to enable Youzan Technology to (i) marketize the price of its equity interests; (ii) broaden its investor base; and (iii) provide it with new sources of capital.

Youzan Technology intends to use the net proceeds received from the Youzan Technology Offering for (a) enhancing its research and development capabilities and improve its IT infrastructure; (b) enhancing its sales and marketing capabilities and brand awareness; (c) selective strategic investments and acquisitions; and (d) working capital and general corporate purposes.

The Youzan Technology Listing will only take place if the Scheme becomes effective.

YOUZAN TECHNOLOGY

Youzan Technology is an investment holding company. The Youzan Technology Group is principally engaged in providing a variety of cloud-based commerce services to merchants through its subscription solutions and merchant solutions. Subscription solutions mainly comprise SaaS products designed for merchants of various industries including Youzan WeiMall (有贊微商城), Youzan Retail (有贊零售), Youzan Chain (有贊連鎖), Youzan Beauty (有贊美業), and Youzan Education (有贊教育). Merchant solutions mainly comprise value-added services offered to merchants to address their online and/or offline operational needs. Through its subscription solutions and merchant solutions, the Youzan Technology Group enables merchants to establish online presence, digitalise critical business operations, integrate online/offline activities, take ownership of and manage their online customer traffic, boost customer acquisition and repeat purchases, as well as enhance operating efficiency.

GENERAL

A redacted version of the updated application proof of Youzan Technology’s prospectus (the “ Application Proof ”) is expected to be available for reviewing and downloading on the Stock Exchange’s website at http://www.hkexnews.hk/APP/SEHKAPPMainIndex.html. The Application Proof contains, among others, certain business and unaudited financial information relating to Youzan Technology Group for the six months ended and as of 30 June 2021 and certain up-to-date operating data of Youzan Technology Group. Shareholders should note that the Application Proof is in draft form, and the information contained in it is incomplete and is subject to change which may be material.

Shareholders and other investors are reminded that there is no assurance that the Listing Committee will approve the Youzan Technology Listing. The Company will make further announcement(s) in relation to the Youzan Technology Listing as and when appropriate.

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As the Youzan Technology Listing is conditional upon, among others, the approval of the Listing Committee and the Scheme becoming effective, the Youzan Technology Listing may or may not occur. Shareholders and potential investors of the Company should also be aware that, even if the Proposal is made, the implementation of the Proposal (including the effectiveness of the Scheme), is subject to the satisfaction or waiver (as applicable) of the Scheme Conditions, and therefore the Proposal may or may not be implemented and the Scheme may or may not become effective. Shareholders and other investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbrokers, bank managers, solicitors or other professional advisers.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

of	of	the Scheme Conditions, and therefore the Proposal may or may not be implemented	the Scheme Conditions, and therefore the Proposal may or may not be implemented
anrearmDInco“B“C“C“C“D“H“L“P“P“R		d the Scheme may or may not become effective. Shareholders and other investors areminded to exercise caution when dealing in the securities of the Company. Persons whoe in doubt as to the action they should take should consult their stockbrokers, bank
		anagers, solicitors or other professional advisers.EFINITIONSthis announcement, the following expressions have the meanings set out below unless the
		ntext requires otherwise:
	“B“C“C“C“D“H“L“P“P“R	oard”the board of directors of China Youzanhina Youzan” or“Company”China Youzan Limited, a company incorporated in Bermudawith limited liability, the shares of which are listed on GEMof the Stock Exchange (stock code: 8083)
		hina YouzanShareholders” or“Shareholders”registered holder(s) of China Youzan Shareshina Youzan Share(s)”share(s) of HK$0.01 each in the share capital of ChinaYouzanirector(s)”the director(s) of China Youzanong Kong”the Hong Kong Special Administrative Region of the PRCisting Committee”the Listing Committee of The Stock Exchange of Hong KongLimitedRC”the People’s Republic of Chinaroposal”the proposal by the Offeror to take China Youzan privateby way of the Scheme, comprising both the Scheme andthe Distribution, and the withdrawal of listing of the ChinaYouzan Shares, on the terms and subject to the conditionsas set out in the Rule 3.5 Announcement (as updated andamended by the Updated Joint Announcement)ule 35 Announcement”the joint announcement issued by the Offeror and China
	. Youzan dated 26 February 2021 in relation to the Proposalpursuant to Rule 3.5 of the Takeovers Code

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“SaaS Business” the provision of cloud-based commerce services by offering a wide variety of cloud-based commerce services to merchants through subscription solutions and merchant solutions which carried out through the Youzan Technology Group

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “Updated Joint the joint announcement issued by the Offeror and China Announcement” Youzan dated 27 August 2021 in relation to certain updates of the terms of the Proposal

“Youzan Technology” Youzan Technology Inc. (有贊科技有限公司) (formerly known as Qima Holdings Ltd.), a company incorporated in the Cayman Islands with limited liability, and is a non-wholly owned subsidiary of China Youzan

• “Youzan Technology Group” Youzan Technology and its subsidiaries

• “Youzan Technology Listing” the proposed listing of all of the Youzan Technology Shares on the Main Board of the Stock Exchange by way of an offering of new shares

• “Youzan Technology Shares” ordinary share(s) of a par value of US$0.00001 each in the share capital of Youzan Technology

By Order of the Board China Youzan Limited Zhu Ning Chairman

Hong Kong, 30 August 2021

As at the date of this announcement, the Board comprises six executive Directors, Mr. Cao Chunmeng, Mr. Yan Xiaotian, Mr. Zhu Ning, Mr. Cui Yusong, Mr. Yu Tao and Ms. Ying Hangyan; and four independent non-executive Directors, Dr. Fong Chi Wah, Mr. Gu Jiawang, Mr. Xu Yanqing and Mr. Deng Tao.

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 belief 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 Announcements” page of the GEM website for at least 7 days from the date of its posting and on the Company’s website at www.chinayouzan.com.

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