ZG Group — M&A Activity 2024

Dec 9, 2024

The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ZG Group

找钢产业互联集团

(the "Successor Company")

(Incorporated in the Cayman Islands with limited liability)

with respect to a de-SPAC transaction of

AQUILA ACQUISITION CORPORATION

(“Aquila”)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 7836)

(Warrant Code: 4836)

WARNING

This announcement is published by the Successor Company solely for the purpose of providing information to the public in Hong Kong. By viewing this announcement, you acknowledge, accept and agree with the Successor Company, Aquila, the joint sponsors, overall coordinators, advisors or any parties involved in the de-SPAC transaction that:

(a) the publication of this announcement on the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") does not give rise to any obligation of the Successor Company, Aquila, the joint sponsors, overall coordinators, advisors or any parties involved in the de-SPAC transaction to proceed with the de-SPAC transaction. There is no assurance that the Successor Company and Aquila will proceed with the de-SPAC transaction;

(b) the application to which this announcement relates has not been approved, and the Stock Exchange and the Securities and Futures Commission may accept, return or reject the application for the listing of the Successor Company by way of the de-SPAC transaction;

(c) this announcement must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended;

(d) none of the Successor Company, Aquila, their affiliates, the joint sponsors, overall coordinators, advisors and any parties involved in the de-SPAC transaction is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this announcement;

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(e) this announcement (and the information contained herein) is for information purposes only and shall not constitute or form part of any offer to issue or sell, or the solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities of the Successor Company in the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such offer or sale would be unlawful. The Successor Company believes it is a “foreign private issuer” (“FPI”), as such term is defined in Rule 405 under the US Securities Act of 1933, as amended (the “US Securities Act”), and intends to conduct its business so far as possible to maintain its status as a FPI. The securities of the Successor Company (the “Securities”) have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the Securities in the United States;

(f) this announcement does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; and

(g) as there may be legal restrictions on the distribution of this announcement or dissemination of any information contained in this announcement, you agree to inform yourself about and observe any such restrictions applicable to you.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES.

NEITHER THIS ANNOUNCEMENT NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THIS ANNOUNCEMENT IS NOT BEING MADE AVAILABLE IN, AND MAY NOT BE DISTRIBUTED OR SENT TO ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED.

No offer or invitation will be made to the public in Hong Kong.

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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 disclaims 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 does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities. The publication of this announcement is only for the purpose of providing information about the Successor Company and the de-SPAC transaction and not for any other purposes. No investment decision should be based on the information contained in this announcement. There is no indication that the application to which this announcement relates has been approved.

This announcement is made by the order of ZG Group (the "Successor Company"). The board of directors of the Successor Company collectively and individually accept responsibility for the accuracy of this announcement.

ZG Group

找钢产业互联集团

(the "Successor Company")

(Incorporated in the Cayman Islands with limited liability)

with respect to a de-SPAC transaction of

AQUILA ACQUISITION CORPORATION

(“Aquila”)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 7836)

(Warrant Code: 4836)

This announcement is made by the Successor Company.

As of the date of this announcement, the Successor Company has appointed CMB International Capital Limited, The Hongkong and Shanghai Banking Corporation Limited and UBS AG Hong Kong Branch as its overall coordinators.

Further announcement(s) shall be made in the event that further overall coordinators are appointed by the Successor Company.

By order of the board of directors

ZG GROUP

Wang Dong

Chairman of the board of directors

Hong Kong, 9 December 2024

Directors and proposed directors of the Successor Company named in the application to which this announcement relates are: (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.