Zhenro Services Group Limited — Capital/Financing Update 2020

Jun 29, 2020

Unless otherwise defined in this announcement, terms defined in the prospectus dated June 29, 2020 (the “ Prospectus ”) issued by Zhenro Services Group Limited (the “ Company ”) have the same meanings when used in this announcement.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 sell, acquire, purchase or subscribe for securities or any Shares under the Global Offering.

This announcement is not, and is not intended to be, an offer of securities of the Company for sale in any jurisdiction, including, without limitation, the United Kingdom, Australia, Japan, Canada or the United States. The Shares of the Company have not been, and will not be, registered under the United States Securities Act 1933, as amended (the “ U.S. Securities Act ”) and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, in or into the United States.

In connection with the Global Offering, CCB International Capital Limited, as the stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken and demand for the Shares and the price of the Shares could fall.

Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Shares being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.

The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related application forms. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong.

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ZHENRO SERVICES GROUP LIMITED 正榮服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 250,000,000 Shares (subject to the Overthe Global Offering allotment Option) Number of Hong Kong Offer Shares : 25,000,000 Shares (subject to reallocation) Number of International Offer Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option)

• Offer Price : Not more than HK$4.70 per Offer Share and expected to be not less than HK$3.60 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund)

Nominal value : US$0.002 per Share Stock code : 6958

Sole Sponsor

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Joint Global Coordinators

Joint Bookrunners and Joint Lead Managers

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Application has been made to the Listing Committee for the approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering comprising (a) 250,000,000 Shares to be issued pursuant to the Capitalization Issue, (b) 250,000,000 Shares to be issued under the Global Offering, (c) 37,500,000 Shares which may be issued upon the exercise of the Over-allotment Option, and (d) 100,000,000 Shares which may be issued pursuant to the exercise of options to be granted under the Share Option Scheme.

Assuming the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. on Friday, July 10, 2020, it is expected that dealings in the Shares on the Main Board of the Stock Exchange are expected to commence at 9:00 a.m. on Friday, July 10, 2020. In the event that the Overallotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.zhenrowy.com and the website of the Stock Exchange at www.hkexnews.hk .

The Global Offering comprises the Hong Kong Public Offering of 25,000,000 Shares (subject to reallocation), representing 10% of the total number of Offer Shares initially available under the Global Offering, and the International Offering of 225,000,000 Shares (subject to the reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares initially available under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure and Conditions of the Global Offering” in the Prospectus. In particular, the Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of the Joint Global Coordinators. If such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, in accordance with the Guidance Letter HKEX-GL91-18, the maximum total number of Offer Shares that may be reallocated to the Hong Kong Public Offering will be 25,000,000 Shares, representing 10% of the total number of Offer Shares initially available under the Global Offering, and the final Offer Price shall be fixed at the bottom end of the indicative Offer Price range (i.e. HK$3.60 per Offer Share) stated in the Prospectus.

Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters) within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for the exercise of the Over-allotment Option being Sunday, August 2, 2020), to require the Company to allot and issue up to 37,500,000 additional Offer Shares representing 15% of the initial Offer Shares, at the same price per Offer Share under the International Offering, to cover overallocations in the International Offering (if any).

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The Offer Price will not be more than HK$4.70 per Offer Share and is currently expected to be not less than HK$3.60 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$4.70 per Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$4.70 per Offer Share.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$4.70 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure and Conditions of — the Global Offering Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded without interest or the cheque or banker’s cashier order will not be cleared.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus, the related Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO.

Applicants who would like to have the Hong Kong Offer Shares allotted and issued in their own names should (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service.

Applicants who would like to have the Hong Kong Offer Shares allotted and issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their designated CCASS Participants’ stock accounts or their CCASS Investor Participant stock accounts should either (i) complete and sign the YELLOW Application Forms or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Monday, June 29, 2020, until 12:00 noon on Friday, July 3, 2020 at:

1. the following offices of the Hong Kong Underwriters:

Name Address CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central Hong Kong Zhenro Securities Co. Limited 62B BOC Tower 1 Garden Road Central Hong Kong

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Name Address Guotai Junan Securities (Hong Kong) 27/F, Low Block, Grand Millennium Plaza Limited 181 Queen’s Road Central Hong Kong BNP Paribas Securities (Asia) Limited 59/F, Two International Finance Centre Hong Kong Haitong International Securities 22/F, Li Po Chun Chambers Company Limited 189 Des Voeux Road Central Hong Kong China Industrial Securities International 7/F, Three Exchange Square Capital Limited 8 Connaught Place Central Hong Kong CRIC Securities Company Limited Room 2007&2403, Great Eagle Centre 23 Harbour Road Wan Chai Hong Kong Shenwan Hongyuan Securities (H.K.) Level 19 Limited 28 Hennessy Road Hong Kong I Win Securities Limited Room 1916, Hong Kong Plaza 188 Connaught Road West Sai Wan Hong Kong Futu Securities International Unit C1-2, 13/F, United Centre (Hong Kong) Limited No. 95 Queensway Hong Kong

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1. any of the following designated branches of the receiving banks:

Bank of China (Hong Kong) Limited

District	Branch Name	Address
Hong Kong Island	Aberdeen Branch	25 Wu Pak Street
		Aberdeen
		Hong Kong
	North Point	193-209 King’s Road
	(King’s Centre) Branch	North Point
		Hong Kong
Kowloon	Telford Plaza Branch	Shop Unit P2-P7, Telford Plaza
		No.33 Wai Yip Street
		Kowloon Bay
		Kowloon
	Jordan Road Branch	1/F, Sino Cheer Plaza
		23-29 Jordan Road
		Kowloon
	Castle Peak Road	365-371 Castle Peak Road
	(Cheung Sha Wan) Branch	Cheung Sha Wan
		Kowloon
New Territories	City One Sha Tin Branch	Shop Nos.24-25, G/F, Fortune City One Plus
		No.2 Ngan Shing Street
		Sha Tin
		New Territories
	Tseung Kwan O Plaza Branch	Shop 112-125, Level 1, Tseung Kwan O Plaza
		Tseung Kwan O
		New Territories
	Yuen Long	8-18 Castle Peak Road
	(Hang Fat Mansion) Branch	Yuen Long
		New Territories
CMB Wing Lung Bank Limited
District	Branch Name	Address
Hong Kong Island	Kennedy Town Branch	28 Catchick Street
	North Point Branch	361 King’s Road

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Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Monday, June 29, 2020, until 12:00 noon on Friday, July 3, 2020 at

• the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong; or

• your stockbroker, who may have such Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to “ BANK OF CHINA — (HONG KONG) NOMINEES LIMITED ZHENRO SERVICES PUBLIC OFFER ” attached should be deposited in the special collection boxes provided at any of the designated branches referred to above on such dates and during such time as specified in the Application Forms.

Applicants applying by White Form eIPO may submit their applications to the White Form eIPO Service Provider, Computershare Hong Kong Investor Services Limited, through the designated website at www.eipo.com.hk from 9:00 a.m. on Monday, June 29, 2020, until 11:30 a.m. on Friday, July 3, 2020 (24 hours daily, except on the last application day) and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Friday, July 3, 2020 (or such later time as may apply as described in the section headed — “How to Apply for Hong Kong Offer Shares 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Monday, June 29, 2020, until 12:00 noon on Friday, July 3, 2020 (or such later time as may apply as — described in the section headed “How to Apply for Hong Kong Offer Shares 10. Effects of Bad Weather on the Opening of the Applications Lists” in the Prospectus).

Please refer to the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the final Offer Price together with the level of indication of interest in the International Offering and the level of applications and the basis of allocation of the Hong Kong Offer Shares on Thursday, July 9, 2020 on the Company’s website at www.zhenrowy.com and on the website of the Stock Exchange at www.hkexnews.hk .

Results of allocations (with successful applicants’ identification document numbers, where applicable) will be made available through a variety of channels as described in the section “How — to Apply for Hong Kong Offer Shares 11. Publication of Results” in the Prospectus from Thursday, July 9, 2020.

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Share certificates will only become valid at 8:00 a.m. on Friday, July 10, 2020 provided that the Global Offering has become unconditional and the right of termination described in the “Underwriting” section in the Prospectus has not been exercised. Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, July 10, 2020. The Shares will be traded in board lots of 1,000 Shares. The Company will not issue temporary documents of title. No receipt will be issued for application monies paid. The stock code for the Shares is 6958.

By Order of the Board Zhenro Services Group Limited Huang Xianzhi Chairman

Hong Kong, June 29, 2020

As at the date of this announcement, our executive Directors are Mr. Huang Liang and Mr. Huang Sheng, our non-executive Directors are Mr. Huang Xianzhi and Mr. Chan Wai Kin, and our independent non-executive Directors are Mr. Ma Haiyue, Mr. Au Yeung Po Fung and Mr. Zhang Wei.

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