THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you only should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Pizu Group Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Pizu Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8053) MAJOR TRANSACTION CAPITAL INJECTION TO TARGET COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING A notice convening the Extraordinary General Meeting of the Company to be held at Flat A, 11/F., Two Chinachem Plaza, 68 Connaught Road Central, Hong Kong on Friday, 25 September 2020 at 2:00 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held on the same day) is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share register of the Company, Computershare Hong Kong Investor Services Limited, 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) should you so wish. This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited 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 circular 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 circular misleading. This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page and the company website at www.pizugroup.com. for at least 7 days from the date of its posting. 31 August 2020 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. i CONTENTS Page DEFINITIONS .............................................................. 1 LETTER FROM THE BOARD ................................................. 5 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ................. I-1 APPENDIX IIA – ACCOUNTANTS’ REPORT ON THE TARGET COMPANY ....... IIA-1 APPENDIX IIB – MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY’S BUSINESS...................... IIB-1 APPENDIX III – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ................................. III-1 APPENDIX IV – COMPETENT PERSON’S REPORT ........................... IV-1 APPENDIX V – VALUATION REPORT ..................................... V-1 APPENDIX VI – GENERAL INFORMATION ................................. VI-1 NOTICE OF EGM ........................................................... EGM-1 ii DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Acquisition” acquisition of the Target Company “Announcements” the announcements of the Company dated 28 June 2019 and 20 November 2019 in relation to, among other things, the Capital Injection “Board” the board of Directors of the Company “Capital Injection” the capital injection of an aggregate amount of RMB270 million by Pizu Shenzhen into the capital of the Target Company pursuant to the Capital Injection and Cooperation Agreement “Capital Injection and the conditional agreement dated 28 June 2019 entered into among Pizu Cooperation Agreement” Shenzhen, Major Shareholders and the Target Company in relation to the Capital Injection “CCBI Shenzhen” CCBI Investment Shenzhen Co., Ltd., one of the Existing Shareholders “Certain Shareholders” means Jianrui, Dai Bo and four affiliates of the Existing Shareholders “Company” Pizu Group Holdings Limited (比優集團控股有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM (Stock Code: 8053) “Competent Person” SRK Consulting China Limited, being the person who prepared the Competent Person’s Report “Competent Person’s Report” the competent person’s report set out in Appendix IV to this circular issued by SRK Consulting China Limited and prepared in accordance with the requirements under Chapter 18A of the GEM Listing Rules “Completion” the completion of the Capital Injection and Cooperation Agreement in accordance with the terms thereof “Completion Date” the day on which Completion takes place or such later date as the parties to the Capital Injection and Cooperation Agreement may agree in writing “Director(s)” the director(s) of the Company “Extraordinary General the extraordinary general meeting of the Company on Friday, 25 Meeting” or “EGM” September 2020 to be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Injection and Cooperation Agreement and the transactions contemplated thereunder 1 DEFINITIONS “Enlarged Group” the Group as enlarged by the Capital Injection immediately upon Completion “Existing Shareholders” A total of 11 legal entities or individuals, including the Major Shareholders, who in aggregate own 100% of the equity interest in the Target Company as at the Latest Practicable Date “Exploration Licence” The exploration licence of the Huangtun Pyrite Mine “First Shareholder’s Loan” RMB150 million shareholder’s loan to be provided by Pizu Shenzhen to the Target Company “GEM” the GEM operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the PRC “Huangtun Project” or the Huangtun Polymetallic project of the Huangtun Pyrite Mine “Project” “Huangtun Pyrite Mine” or a mine located at Lujiang County, Anhui Province, the PRC with an “Target Mine” aggregate area of mine field of approximately 1.304 km2 “Independent Third Party(ies)” any person or company and their respective ultimate beneficial owner(s), to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, are third parties independent of the Company and its connected persons “Jianrui” Shenzhen Jianrui Investment Management Co., Ltd.* (深圳市建睿投資 管理有限公司), a limited liability company incorporated under the laws of the PRC, one of the Existing Shareholders holding 40.03% equity interest in the Target Company as at the Latest Practicable Date “JORC Code” the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, the current version is 2012 “Latest Practicable Date” 27 August 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular 2 DEFINITIONS “Long Stop Date” 540 days from the Completion Date or such other dates(s) as may be agreed in writing by the Major Shareholders, Pizu Shenzhen and the Target Company from time to time on which the conditions precedent shall be fulfilled as amended by the Supplemental Agreement “Major Shareholders” 5 out of all the Existing Shareholders, namely Jianrui, Mr. Wu, Dai Bo, Mei Lin and Zhou Kai, who collectively hold 85.01% and individually holds 40.03%, 33.27%, 6.00%, 4.89% and 0.82% of the equity interest in the Target Company, respectively, as at the Latest Practicable Date “Mining Licence” The mining licence of the Huangtun Pyrite Mine “Mr. Wu” Wu Zhixiang (吳志祥), one of the Existing Shareholders holding 33.27% of equity interest in the Target Company as at the Latest Practicable Date “Pizu Shenzhen” Pizu (Shenzhen) Mining Limited* (比優（深圳）礦業有限公司), a limited liability company established in the PRC, a wholly owned subsidiary of the Company “PRC” the People’s Republic