Youzan Technology Limited — M&A Activity 2021

Apr 16, 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.

==> picture [46 x 45] intentionally omitted <==

BetaCafe Holdings Limited

(incorporated in the British Virgin Islands with limited liability)

==> picture [145 x 33] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

JOINT ANNOUNCEMENT

(1) PRE-CONDITIONAL TAKE PRIVATE PROPOSAL FOR CHINA YOUZAN LIMITED BY BETACAFE HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT

(2) PROPOSED DISTRIBUTION IN SPECIE OF YOUZAN TECHNOLOGY SHARES

FULFILLMENT OF SCHEME PRE-CONDITION RELATING TO THE OPTIONHOLDER IRREVOCABLE UNDERTAKINGS

1. INTRODUCTION

Reference is made to (i) the joint announcement dated 26 February 2021 made by the Offeror and China Youzan in relation to the Proposal pursuant to Rule 3.5 of the Takeovers Code (the “ Joint Announcement ”), and (ii) the announcement dated 1 April 2021 made by China Youzan in relation to, amongst others, the proposed adoption by Youzan Technology of the Youzan Technology Share Incentive Plans (the “ Incentive Plans Announcement ”). Unless otherwise defined, capitalised terms used in this announcement have the same meanings as defined in the Joint Announcement.

– 1 –

2. FULFILLMENT OF SCHEME PRE-CONDITION RELATING TO THE OPTIONHOLDER IRREVOCABLE UNDERTAKINGS

As disclosed in the paragraph headed “2. TERMS OF THE PROPOSAL – 2.6. Scheme Pre-Conditions” in the Joint Announcement, the making of the Proposal is conditional upon the satisfaction or waiver (as applicable) of the Scheme Pre-Conditions, including all China Youzan Optionholders having executed the Optionholder Irrevocable Undertakings.

On 16 April 2021, all the China Youzan Optionholders have duly executed and delivered to the Offeror and China Youzan the Optionholder Irrevocable Undertakings, in each case on the terms as set out in paragraph (e) of the paragraph headed “2. TERMS OF THE PROPOSAL – 2.6. Scheme Pre-Conditions” in the Joint Announcement and in favour of each of the Offeror and China Youzan. Accordingly, the Scheme Pre-Condition as set out in paragraph (e) of the paragraph headed “2. TERMS OF THE PROPOSAL – 2.6. Scheme Pre-Conditions” in the Joint Announcement has been satisfied.

As at the date of this announcement, other than the Scheme Pre-Condition as set out in paragraph (e) of the paragraph headed “2. TERMS OF THE PROPOSAL – 2.6. Scheme Pre-Conditions” in the Joint Announcement, all other Scheme Pre-Conditions remain outstanding. Further announcement(s) will be made in relation to the satisfaction or waiver (as applicable) of the outstanding Scheme Pre-Conditions if and when appropriate in compliance with the Takeovers Code.

3. FULFILLMENT OF PLAN C EFFECTIVENESS CONDITION IN RELATION TO THE YOUZAN TECHNOLOGY RSU PLAN C

As set out in the Joint Announcement, as all the China Youzan Optionholders have duly given the Optionholder Irrevocable Undertakings, no offer will be made by the Offeror in respect of the outstanding China Youzan Options (whether or not vested) as part of the Proposal or the take private of China Youzan. Instead, it is proposed that the China Youzan Options Conversion Proposal will be implemented.

As disclosed in the Joint Announcement and the paragraph headed “(C) PROPOSED ADOPTION OF THE YOUZAN TECHNOLOGY RSU PLAN C – (IV) Conditionality” in the Incentive Plans Announcement, the effectiveness of the Youzan Technology RSU Plan C is conditional upon the fulfilment of the Plan C Effectiveness Conditions, including the obtaining of the Optionholder Irrevocable Undertakings from each of the China Youzan Optionholders as at the date of the Joint Announcement.

As the Optionholder Irrevocable Undertakings from all of the China Youzan Optionholders have been obtained, the Plan C Effectiveness Condition as set out in paragraph (a) of the paragraph headed “(C) PROPOSED ADOPTION OF THE YOUZAN TECHNOLOGY RSU PLAN C – (IV) Conditionality” in the Incentive Plans Announcement has also been satisfied.

– 2 –

In the event that the China Youzan Options Conversion Proposal fails to become effective as a result of the failure to fulfil any of the other Plan C Effectiveness Conditions, but the Scheme subsequently becomes effective, the China Youzan Options will lapse automatically upon the Scheme becoming effective.

Shareholders and potential investors of China Youzan are advised to refer to the announcements and other documents published by the Offeror and/or China Youzan from time to time on the website of the Stock Exchange for information regarding the Proposal and/or the Youzan Technology Share Incentive Plans.

WARNING: Shareholders and potential investors of China Youzan should be aware that the making of the Proposal is subject to the satisfaction or waiver (as applicable) of the Scheme Pre-Conditions. Even if the Proposal is made, 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 Scheme may or may not become effective and the Distribution may or may not be made.

As the adoption of each of the Youzan Technology Share Incentive Plans and the implementation of the China Youzan Options Conversion Proposal is subject to approval by the independent China Youzan Shareholders and/or Disinterested Scheme Shareholders (as the case may be), the Youzan Technology Share Incentive Plans and the China Youzan Options Conversion Proposal may or may not be implemented.

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 sole director of By Order of the Board of BetaCafe Holdings Limited China Youzan Limited Zhu Ning Yu Tao Director Director

Hong Kong, 16 April 2021

As at the date of this announcement, the sole director of the Offeror is Mr. Zhu Ning.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than any information relating to China Youzan) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the directors of China Youzan) 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.

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; the independent non-executive Directors are Dr. Fong Chi Wah, Mr. Gu Jiawang, Mr. Xu Yanqing and Mr. Deng Tao.

– 3 –

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than any information relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the sole director of the Offeror) 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.

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 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.

– 4 –