ZACD Group Ltd. — Regulatory Filings 2021

Nov 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.

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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 BUSINESS UPDATE CESSATION OF THE SFC REGULATED ACTIVITIES UNDER CORPORATE FINANCIAL ADVISORY BUSINESS

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

Reference is made to the global offering prospectus of the Company dated 28 December 2017 (the “ Prospectus ”). The Group commenced the provision of corporate finance advisory services in Hong Kong (the “ Financial Advisory Business ”) after ZACD Financial Group Limited, a direct whollyowned subsidiary of our Company, obtained licences from the Securities and Futures Commission (the “ SFC ”) of Hong Kong to conduct Type 1 ( dealing in securities ), Type 4 ( advising on securities ) and Type 6 ( advising on corporate finance ) regulated activities in December 2016 (the “ SFC Regulated Activities ”).

Since the beginning of the COVID-19 pandemic in early 2020, the Financial Advisory Business of the Group has been negatively affected due to the overall increasingly challenging business environment for businesses and the tight travel restrictions implemented worldwide. The corporate financial advisory execution capability of the Group therefore has been severely affected as majority of the corporate financial advisory clientele of the Group are Singapore-based companies and businesses. The recent introduction of tighter listing requirements by The Stock Exchange of Hong Kong has also adversely affected the sentiment of Singapore-based companies pursuing a potential listing in Hong Kong. Based on the unaudited Third Quarterly Report 2021 of the Group for the nine (9) months ended 30 September 2021, the Group recorded the segment revenue of S$0.1 million for the Financial Advisory Business segment, representing more than 87% drop as compared to the segment revenue of S$0.83 million for the same period last year.

As the current COVID-19 pandemic prevails and it is unclear when global travel would resume back to the pre-pandemic level, and having considered the declining corporate financial advisory deal flows especially from the Singapore-based companies, the board of directors of the Company (the “ Board ”) has resolved to cease the SFC Regulated Activities and has applied to the SFC for the said cessation. Subject to any regulatory and compliance requirements, it is expected that the Group’s SFC Regulated Activities will cease with effect from 30 November 2021. The Board considered that the cessation of the SFC Regulated Activities will be in the best interest of the Group and the shareholders as the Group will be able to better utilise its resources to other business segments but the Board will continue to monitor the post-pandemic situation very closely and, if the business climate changes for the better, may consider recommencing this arm of the Group’s activity.

As at the date of this announcement and based on the information currently available to the Board, the Board believes that the cessation of the SFC Regulated Activities will not have any material effect on the operation of the Group.

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

Singapore, 30 November 2021

As at the date of this announcement, the Board of the Company comprises four (4) executive Directors, namely, Mr. Yeo Choon Guan (Yao Junyuan), Ms. Sim Kain Kain, Mr. Siew Chen Yei and Mr. Patrick Chin Meng Liong; 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