Zall Smart Commerce Group Ltd. — M&A Activity 2021

Dec 24, 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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BISON FINANCE GROUP LIMITED 貝森金融集團有限公司

(Incorporated in Bermuda with limited liability) (Stock code: 888)

MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Bison Finance Group Limited (the “ Company ”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the “ Takeovers Code ”) issued by the Securities and Futures Commission.

Reference is made to (i) the announcement of the Company dated 8 October 2021 (the “ Announcement ”) in relation to the appointment of joint and several receivers (the “ Receivers ”) over the 680,508,005 ordinary shares of the Company (the “ Charged Shares ”) which are charged in favour of Fruitful Worldwide Limited (“ Fruitful Worldwide ”) pursuant to a share charge entered into between Bliss Chance Global Limited (“ Bliss Chance ”) as the chargor and Fruitful Worldwide as the chargee; (ii) the announcement of the Company dated 25 October 2021 in relation to the possible mandatory general offer arising from the appointment of Receivers over the Charged Shares; and (iii) the monthly update announcement of the Company dated 24 November 2021 pursuant to Rule 3.7 of the Takeovers Code. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

MONTHLY UPDATE

The Board wishes to update the Shareholders and potential investors of the Company that, as at the date of this announcement, having made all reasonable enquiries to the Receivers, the Directors are given to understand that the Receivers are still in the process of soliciting interested buyers for the Charged Shares (or any parts thereof) and they are in discussions with certain potential investors. According to the Receivers, (i) such discussions are still at a preliminary stage and no terms have yet to be finalized and (ii) there is no tentative timeline for the relevant parties to finalize or complete the sale of the Charged Shares. No formal agreement has been entered into in respect of the sale of the Charged Shares.

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made.

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Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

WARNING

There is no assurance that the appointment of Receivers will result in a change of control and lead to a general offer under Rule 26.1 of Takeovers Code. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

By order of the Board Bison Finance Group Limited ZHU Dong Executive Director

Hong Kong, 24 December 2021

As at the date of this announcement, the Board comprises Dr. MA Weihua as the Chairman and non-executive Director; Mr. XU Peixin, Mr. SUN Lei and Mr. ZHU Dong as executive Directors; and Dr. QI Daqing, Mr. CHEN Yigong and Mr. FENG Zhonghua as independent non-executive Directors.

All Directors jointly and severally accept full responsibility for the accuracy of 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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