Youzan Technology Limited — M&A Activity 2017

Jun 9, 2017

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.

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

SUPPLEMENTAL AGREEMENT IN RELATION TO THE SALE AND PURCHASE AGREEMENT

Reference is made to (i) the announcement of the Company dated 28 March 2017 in relation to, among others, the Acquisition, the SM Placing and the Whitewash Waiver (“ Announcement ”); (ii) the announcement of the Company dated 8 April 2017 in relation to, among others, the continuing connected transactions of the Company; (iii) the announcement of the Company dated 11 April 2017 in relation to the formation of the Independent Board Committee and the appointment of Independent Financial Adviser; and (iv) the announcements of the Company dated 26 April 2017 and 31 May 2017 in relation to the delay in despatch of the Circular (“ Delay in Despatch Announcements ”). Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement and the Delay in Despatch Announcements.

The Board announces that on 9 June 2017, the Company, the Sellers and the Target Company entered into a supplemental agreement (“ Supplemental Agreement ”) to the Sale and Purchase Agreement, pursuant to which each of the Sellers shall be independently and severally responsible for its obligations to report to the relevant tax authorities and pay the relevant taxes (“ Taxes ”) arising from the disposal of the interest of the Target Company pursuant to the Sale and Purchase Agreement according to the applicable taxation laws and regulations (“ Tax Regulations ”), including but not limited to the “Bulletin on Several Issues concerning the Enterprise Income Tax on Indirect Asset Transfer by Non-Resident Enterprise” promulgated by the State Administration of Taxation in the PRC (“ EIT Law ”) subject to the Company not being able to perform its withholding obligations under the EIT Law. If any of the Sellers does not comply with the relevant tax laws and regulations which lead to the Company being requested to pay such taxes and the relevant interest and/or penalty as a withholding agent under the EIT Law (“ Taxes and Penalties ”), such Seller shall be responsible to the Company for such Taxes and Penalties provided that such Taxes and Penalties are not more than three times of the Taxes. For the avoidance of doubt, each seller shall perform the obligations and undertake the liabilities pursuant to the Supplemental Agreement independently and severally.

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Save as disclosed above, the terms of the Sale and Purchase Agreement remain unchanged.

As each of Completion and SM Placing Completion is subject to fulfillment or waiver (as the case may be) of the conditions precedent to each the Sale and Purchase Agreement and the SM Placing Agreement respectively, the Acquisition and the SM Placing may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

By Order of the Board China Innovationpay Group Limited Guan Guisen Chairman

Hong Kong, 9 June 2017

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Guan Guisen, Mr. Cao Chunmeng and Mr. Yan Xiaotian; and three independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omissions of which would make any statement in this announcement misleading.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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.innovationpay.com.hk.

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