ZACD Group Ltd. — Capital/Financing Update 2019

Mar 21, 2019

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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ZACD GROUP LTD. 杰 地 集 團 有 限 公 司 [*]

(a company incorporated in the Republic of Singapore with limited liability)

(Stock Code: 8313)

VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RELATION TO THE STRATEGIC PARTNERSHIP WITH OUD ASSET MANAGEMENT AND GA GLOBAL

This announcement is made by ZACD Group Ltd. (the “ Company ”, together with its subsidiaries, collectively, the “ Group ”) on a voluntary basis.

The Company is pleased to announce that, on 18 March 2019, ZACD Capital Pte. Ltd. (“ ZACD Capital ”), a direct wholly-owned subsidiary of the Company, OUD Asset Management Sdn Bhd (“ OUD Asset Management ”) and GA Global Sdn Bhd (“ GA Global ”) entered into a non-legally binding memorandum of understanding (the “ MOU ”) to form a strategic partnership (the “ Strategic Partnership ”). Capitalizing on their respective advantages, ZACD Capital, OUD Asset Management and GA Global will seek joint collaboration opportunities focusing in investment in real estate assets in Malaysia in order to strengthen the parties’ comprehensive suit of the fund management business and enhance the parties’ support to their clients. Pursuant to the MOU, the parties will explore:

(i) the possible structure and joint objectives of the Strategic Partnership; (ii) the role, responsibility and commitment of each party to the Strategic Partnership; and (iii) the distribution of the economic benefits of the Strategic Partnership.

To the best of the knowledge, information and belief of the directors of the Company (the “ Directors ”) after having made all reasonable enquiries, OUD Asset Management and GA Global are independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules).

The Board believes that the MOU was entered into on normal commercial terms after arm’s length negotiation in the ordinary and usual course of business of the Company.

Information on the Group

The Group is principally engaged in providing (i) investment management services, which includes (a) special purpose vehicle investment management and (b) fund management; (ii) project consultancy and management services; (iii) property management and tenancy management services; and (iv) financial advisory services.

Information on OUD Asset Management

OUD Asset Management is a boutique fund management company with Capital Market Services License (CMSL) issued by the Securities Commission (SC) of Malaysia. It brings to the partnership, the multitude of experience of its fund managers, which amassed more than four decades managing local and global equity investments.

Information on GA Global

GA Global is a firm that conducts real estate assets sourcing and investment. It is a real estate consultancy firm in Malaysia with a highly qualified, well trained business team. It holds a solid track record in bringing in good investment opportunities and adding value to their investors.

Reasons and benefits for entering into the MOU

The Directors are of the view that the Strategic Partnership aims to provide investors an attractive investment opportunity with a stable income stream and long-term capital appreciation while preserving the ethical investing principles. The Company believes that the strategic partnership will bring together a strong team of experienced professionals and track record which enable the Company to stay ahead of the industry curve and deliver investment products that address the growing demand for ethical investing and ride on the huge growth potential of the Malaysia real estate market.

By Order of the Board ZACD Group Ltd. Sim Kain Kain Chairman and Executive Director

Hong Kong, 21 March 2019

As at the date of this announcement, the Board of the Company comprises five (5) executive Directors, namely, Mr. Yeo Choon Guan (Yao Junyuan), Ms. Sim Kain Kain, Mr. Siew Chen Yei, Mr. Darren Chew Yong Siang (Zhou Yongxiang) and Mr. Wee Hian Eng Cyrus; three (3) independent non-executive Directors, namely, Mr. Kong Chi Mo, Dato’ Dr. Sim Mong Keang and Mr. Lim Boon Yew; and one (1) non-executive director, namely Mr. Chew Hong Ngiap, Ken.

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 be published on the GEM website at www.hkgem.com and remain on the “Latest Company Announcements” page for at least seven days from the date of its posting. This announcement will also be published on the Company’s website at www.zacdgroup.com .

In the event of any inconsistency between the Chinese version and the English version of this announcement, the latter shall prevail.

* for identification purposes only