Youzan Technology Limited — M&A Activity 2021

Nov 14, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Youzan, nor is it an invitation or offer to or a solicitation of any offer to acquire, purchase or subscribe for securities of China Youzan in any jurisdiction in which such invitation, offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This announcement is not for release, publication or distribution in or into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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China Youzan Limited 中國有贊有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 8083)

ANNOUNCEMENT

PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

1. INTRODUCTION

Reference is made to (i) the joint announcement dated 26 February 2021 issued by the Offeror and China Youzan (the “ Rule 3.5 Announcement ”) in relation to the Proposal pursuant to Rule 3.5 of the Takeovers Code, (ii) the joint announcement dated 19 March 2021 issued by the Offeror and China Youzan in relation to the extension of time for despatch of the Scheme Document, (iii) the joint announcement dated 16 April 2021 issued by the Offeror and China Youzan regarding the fulfilment of Scheme Pre-Condition relating to the Optionholder Irrevocable Undertakings, (iv) the joint announcement dated 6 May 2021 issued by the Offeror and China Youzan regarding, amongst others, (a) the poll results of the First SGM, (b) fulfilment of Scheme PreConditions relating to the approval of the Rollover Arrangement and the Youzan Technology Share Incentive Plans and (c) fulfilment of certain effectiveness conditions relating to the Youzan Technology Share Incentive Plans, (v) the joint announcements dated 4 June 2021, 15 July 2021, 13 August 2021 and 30 September 2021 issued by the Offeror and China Youzan in relation to the monthly updates on the Proposal, (vi) the joint announcement dated 15 June 2021 issued by the Offeror and China Youzan in relation to the extension of the Scheme Pre-Condition Longstop Date and the Scheme

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Longstop Date and a further extension of the time limit for the despatch of the Scheme Document, (vii) the joint announcement dated 30 August 2021 issued by the Offeror and China Youzan (the “ Update Announcement ”) in relation to certain updates to the Proposal, (viii) the announcement dated 30 August 2021 issued by China Youzan in relation to the proposed listing of Youzan Technology on the Main Board of the Stock Exchange, (ix) the joint announcement dated 20 October 2021 issued by the Offeror and China Youzan in relation to the further extension of the Scheme Longstop Date and the time limit for the despatch of the Scheme Document, and (x) the announcement dated 2 November 2021 issued by China Youzan pursuant to Rule 3.8 of the Takeovers Code.

Unless otherwise defined, capitalised terms used in this announcement have the same meanings as defined in the Update Announcement.

2. UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY

China Youzan wishes to announce that on 14 November 2021, 500,000 China Youzan Options have lapsed in accordance with the rules of the China Youzan 2019 Option Scheme.

Details of all classes of “relevant securities” (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by China Youzan and the number of such securities in issue as at the date of this announcement are as follows:

• (a) a total of 17,260,003,617 China Youzan Shares in issue; and

• (b) a total of 290,804,000 outstanding China Youzan Options granted under the China Youzan 2019 Share Option Scheme.

As at the date of this announcement, save as disclosed above, China Youzan has no outstanding securities, options, derivatives or warrants which are convertible or exchangeable into China Youzan Shares and China Youzan has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

3. DEALINGS DISCLOSURE

The respective associates (as defined under the Takeovers Code) of the Offeror and the Company are hereby reminded to disclose their dealings in any securities of China Youzan and Youzan Technology pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them.

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Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

WARNING: Shareholders and potential investors of China Youzan should be aware that the implementation of the Proposal (including the effectiveness of the Scheme and the making of the Distribution), is subject to the satisfaction or waiver (as applicable) of the Scheme Conditions and the Distribution Conditions, and therefore the Proposal may or may not be implemented, the Youzan Technology Listing may or may not take place, the Scheme may or may not become effective and the Distribution may or may not be made.

Shareholders and potential investors of China Youzan should therefore exercise caution when dealing in the securities of China Youzan. Persons who are in doubt as to the action they should take should consult their stockbrokers, bank managers, solicitors or other professional advisers.

By Order of the Board of China Youzan Limited Yu Tao Director

Hong Kong, 14 November 2021

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

The 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 omission of which would make any statement in this announcement misleading.

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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 China Youzan. 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 China Youzan’s website at www.chinayouzan.com.

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