ZG Group — Capital/Financing Update 2025

Apr 9, 2025

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 the Company.

ZG Group

找钢产业互联集团

(A company controlled through weighted voting rights, incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as ZGW)

(Stock Code: 6676)

(Warrant Code: 2572)

COMMENCEMENT OF THE EXERCISE PERIOD FOR THE SUCCESSOR COMPANY LISTED WARRANTS AND SUCCESSOR COMPANY PROMOTER WARRANTS

References are made to (i) the circular to shareholders (the "Circular") of Aquila Acquisition Corporation (the "Company", renamed as ZG Group with effect from 9:00 am on March 10, 2025) dated February 5, 2025; and (ii) the announcement of the Company dated March 10, 2025 in relation to, among others, completion of the De-SPAC Transaction. Unless defined herein or the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Successor Company Listed Warrants has been issued subject to and with benefit of the Successor Company Listed Warrant Instrument and the Successor Company Promoter Warrants has been issued subject to and with benefit of the Successor Company Promoter Warrant Agreement. The Successor Company Listed Warrants has been issued in certificated form under the Successor Company Listed Warrant Instrument and be either (a) deposited in CCASS, or (b) held by the relevant Successor Company Warrantholder outside of CCASS and the Successor Company Promoter Warrants has been issued in certificated form under the Successor Company Promoter Warrant Agreement.

EXERCISE PERIOD

In accordance with the terms of the Successor Company Listed Warrants, the Successor Company Listed Warrants shall become exercisable during the period commencing on, and including, the date that is 30 days after the Closing Date and ending on the date that is five years after the completion of the De-SPAC Transaction. In accordance with the terms of the Successor Company Promoter Warrants, the Successor Company Promoter Warrants will not be listed and shall become exercisable during the period commencing on, and including, the date that is 12 months after the Closing Date and ending on the date that is five years after the completion of the De-SPAC Transaction.

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The Board announces that, based on the Closing Date of the De-SPAC Transaction on March 10, 2025, the exercise period of the Successor Company Listed Warrants will commence on April 9, 2025 and will end on March 10, 2030 (both days inclusive) (the “Listed Warrants Exercise Period”) and the exercise period of the Successor Company Promoter Warrants will commence on March 10, 2026 and will end on March 10, 2030 (both days inclusive) (the “Promoter Warrants Exercise Period”, together with the Listed Warrants Exercise Period collectively, the “Exercise Period”). During the respective Exercise Period, the holder for the time being of each Successor Company Listed Warrant or Successor Company Promoter Warrant (as the case may be) shall have the right, by way of exercise of the Exercise Right attaching to such Successor Company Listed Warrant or Successor Company Promoter Warrant (as the case may be), at any time during the respective Exercise Period, to exercise such Successor Company Listed Warrants or Successor Company Promoter Warrant (as the case may be) for Successor Company Class A Shares at a price per share equal to HK$11.50 (subject to any adjustments) (the “Exercise Price”).

EXERCISE PROCEDURE OF THE SUCCESSOR COMPANY LISTED WARRANTS

To exercise the Exercise Right attaching to any Successor Company Listed Warrant, the Successor Company Warrantholder must:

(i) deliver to the Hong Kong Share Registrar at its own expense before 4:30 pm Hong Kong time on any Business Day prior to the Expiration Date and before 5:00 pm Hong Kong time on the Expiration Date, during the Exercise Period at the Hong Kong Share Registrar’s specified office in Hong Kong a duly completed and signed exercise notice (an “Exercise Notice”) substantially in the form set out in Schedule 3 to the Instrument, together with the relevant Certificate(s);

(ii) furnish such evidence (if any) as the Hong Kong Share Registrar may require to determine the due execution of the Exercise Notice by or on behalf of the exercising Successor Company Warrantholder (including every joint Successor Company Warrantholder, if any) or otherwise to ensure the due exercise of the Successor Company Listed Warrants; and

(iii) if applicable, pay any fees for certificates for the Successor Company Class A Shares to be issued and the expenses of, and submit any necessary documents required in order to effect, the registration of the Successor Company Class A Shares in the name of the person or persons specified for that purpose in the Exercise Notice and delivery of the certificates for the Successor Company Class A Shares.

The exercise date in respect of a Successor Company Listed Warrant (the “Exercise Date”) shall be deemed to be the date on which the duly completed and signed Exercise Notice and the relevant Certificate(s) are received by the Hong Kong Share Registrar (or such date is not a Business Day, the next Business Day within the Exercise Period).

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EXERCISE RIGHT OF THE SUCCESSOR COMPANY LISTED WARRANTS

The Successor Company Listed Warrants are only exercisable on a cashless basis. Subject to the conditions set out in the Successor Company Listed Warrant Instrument (the “Conditions”), each Successor Company Warrantholder is entitled at its option to exercise of its Successor Company Listed Warrants, at the Exercise Price (subject to any adjustments), at any time during the Exercise Period, for such number of Successor Company Class A Shares credited as fully paid, as determined in accordance with the following formula (the “Exercise Right”):

$$
N = W \times \frac{(FMV - EP)}{FMV}
$$

Where:

• N = the number of Successor Company Class A Shares a Successor Company Warrantholder shall receive upon the exercise of its Successor Company Listed Warrants
• W = the number of Successor Company Class A Shares underlying the Successor Company Listed Warrants being exercised by the Successor Company Warrantholder
• FMV = the Fair Market Value, being the average reported closing price of the Successor Company Class A Shares (on a per Successor Company Class A Share basis) for the 10 Trading Days immediately prior to the Exercise Date, provided, however that if the Fair Market Value is HK$18.00 or higher, the Fair Market Value shall be deemed to be HK$18.00 (the “FMV Cap”)
• EP = the Exercise Price in effect on the Exercise Date

In no event shall the Successor Company Listed Warrants be exercisable for more than 0.361 (the “Maximum Conversion Ratio”) of a Successor Company Class A Share per Successor Company Listed Warrant (subject to any adjustments). In no event shall the Company be required to net cash settle any Successor Company Warrant. Each Successor Company Listed Warrant shall, following its exercise in accordance with the Conditions, be cancelled by the Company.

The following example illustrates the number of Successor Company Class A Shares which will be issued to a holder of the Successor Company Listed Warrants upon the cashless exercise of 1,000 Successor Company Listed Warrants:

Fair Market Value (FMV)	Calculation	Number of Successor Shares (N)
HK$14.00	1,000 × (14 – 11.50)/14	178 shares
HK$18.00	1,000 × (18 – 11.50)/18	361 shares (capped at 0.361 ratio)
HK$20.00 (capped at HK$18.00)	1,000 × (18 – 11.50)/18	361 shares (capped at 0.361 ratio)

For the avoidance of doubt, a Successor Company Listed Warrant is only exercisable when the average reported closing price of the Successor Company Class A Shares for the 10 Trading Days immediately prior to the date on which the duly completed and signed Exercise Notice is received by the Hong Kong Share Registrar is at least HK$11.50 per Successor Company Class A Share (subject to any adjustments); and (ii) on a cashless basis.

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Immediately after Closing, there was 23,232,000 Successor Company Listed Warrants outstanding, each Successor Company Listed Warrant is exercisable for no more than 0.361 of a Successor Company Class A Share. Accordingly, the maximum number of Successor Company Class A Shares which may be issued upon the full exercise of the Successor Company Listed Warrants is 8,386,752 Successor Company Class A Shares.

As at the date of this announcement, the total number of Successor Company Listed Warrant and Successor Company Promoter Warrants outstanding was 23,232,000 and 30,131,879 respectively, which confer the rights to the holders thereof to subscribe for no more than 19,264,360 Successor Company Class A Shares in aggregate.

DELIVERY OF CERTIFICATES OF SUCCESSOR COMPANY CLASS A SHARES AND BALANCE OF SUCCESSOR COMPANY LISTED WARRANTS

Successor Company Class A Shares arising from the exercise of the relevant Successor Company Listed Warrants by a Successor Company Warrantholder shall be allotted and issued in accordance with the instructions of such Successor Company Warrantholder as set out in the Exercise Notice and:

(i) where such Successor Company Warrantholder will receive physical share certificates in respect of the Successor Company Class A Shares arising from the exercise of the relevant Successor Company Listed Warrants (the “Successor Company Class A Shares”), the Company shall as soon as practicable but in any event not later than five Business Days after the relevant Exercise Date register the person as holder(s) of the Successor Company Class A Shares in the Company’s register of members, and make the certificate in respect of the Successor Company Class A Shares and the new certificate in respect of the Successor Company Listed Warrants which have not been exercised available for collection at the office of the Hong Kong Share Registrar (being Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) or such other places in Hong Kong as may be notified to Successor Company Warrantholders or, if so requested in the relevant Exercise Notice, cause the Hong Kong Share Registrar to mail by ordinary mail (at the risk and expense of the holder of such Successor Company Class A Shares and the holder of such Successor Company Listed Warrants which have not been exercised) such certificate to the person and at the place specified in the Exercise Notice; and

(ii) where the relevant Successor Company Listed Warrants are registered in the name of HKSCC Nominees, the Company shall as soon as practicable but in any event not later than five Business Days after the relevant Exercise Date, register HKSCC Nominees as holder of the Successor Company Class A Shares in the Company’s register of members and shall make the certificate(s) in respect of such Successor Company Class A Shares in the name of HKSCC Nominees and the new certificate(s) in respect of the Successor Company Listed Warrants which have not been exercised available for collection at the office of the Hong Kong Share Registrar (being Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) or such other places in Hong Kong as may be notified to Successor Company Warrantholders in accordance with the Conditions, for the credit of the accounts of such Successor Company Warrantholder.

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Only whole Successor Company Listed Warrants are exercisable. The Company shall not issue fractional Successor Company Class A Shares upon the exercise of Successor Company Listed Warrants. If pursuant to the Conditions, the holder of any Successor Company Listed Warrant would be entitled, upon the exercise of such Successor Company Listed Warrant, to receive a fractional interest in a Successor Company Class A Share, the Company shall, upon such exercise, round down to the nearest whole number of Successor Company Class A Shares to be issued to such holder. However, if more than one Successor Company Listed Warrant is exercised at any one time such that Successor Company Class A Shares to be issued on exercise are to be registered in the same name, the number of such Successor Company Class A Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Successor Company Listed Warrants being so exercised and rounded down to the nearest whole number of Successor Company Class A Shares. No cash shall be paid in lieu of fractional Successor Company Class A Shares.

REDEMPTION

The Company may, at its sole discretion, redeem all (and not some) of the outstanding unexercised Successor Company Listed Warrants at the redemption price, at any time during the Exercise Period, by giving notice in writing (the "Redemption Notice") to the Successor Company Warrantholders, if the last reported sale price of the Successor Company Class A Share equals or exceeds HK$18.00 per Successor Company Class A Share (the "Redemption Threshold") for any 20 Trading Days within a 30 Trading Day period ending on the third Trading Day immediately prior to the date on which the Redemption Notice is provided to the Successor Company Warrantholders equals or exceeds HK$18.00 per Successor Company Class A Share, subject to any adjustments. The Company shall fix and specify in the Redemption Notice a redemption date (the "Redemption Date") which shall be not less than 30 days from the date of the Redemption Notice, and the Redemption Notice shall be given to Successor Company Warrantholders.

As soon as practicable after the Redemption Date, the Company shall pay the Successor Company Warrantholders the aggregate redemption price for the Successor Company Listed Warrants being redeemed by sending them a cheque drawn payable to the relevant Successor Company Warrantholder by ordinary mail at the risk of the Successor Company Warrantholder to the address of such Successor Company Warrantholder appearing on the Register.

EXPIRATION OF SUCCESSOR COMPANY LISTED WARRANTS AND SUCCESSOR COMPANY PROMOTER WARRANTS

The Successor Company Listed Warrants and the Successor Company Promoter Warrants will expire on the earliest of the following dates:

(i) March 10, 2030;

(ii) the date of liquidation of the Company in accordance with the Successor Company Articles and applicable laws and regulations; or

(iii) 5:00 p.m., Hong Kong time, on the Redemption Date in connection with a redemption pursuant to the Successor Company Listed Warrant Instrument or the Successor Company Promoter Warrant Agreement (as the case may be).

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If the Expiration Date falls on a day that is not a Business Day, it will be adjusted to the immediately preceding Business Day. Each Successor Company Listed Warrant and Successor Company Promoter Warrant not exercised on or before the Expiration Date will lapse and cease to be valid for any purpose, and all rights under the Conditions will terminate at 5:00 p.m., Hong Kong time, on the Expiration Date.

By order of the board of directors
ZG GROUP
Wang Dong
Chairman of the board of directors

Hong Kong, April 9, 2025

As at the date of this announcement, the Board comprises: (i) Mr. Wang Dong, Mr. Wang Changhui, Ms. Gong Yingxin and Ms. Zhou Min as executive directors, (ii) Mr. Ye Qian and Mr. Jiang Rongfeng as non-executive directors and (iii) Mr. Wang Xiang, Mr. Chen Yin and Mr. Wang Weisong as independent non-executive directors.

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