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. China Saftower International Holding Group Limited 中國蜀塔國際控股集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8623) SUBSCRIPTION OF SHARES UNDER GENERAL MANDATE AND DISCLOSEABLE TRANSACTION ACQUISITION OF 70% EQUITY INTEREST IN THE TARGET COMPANY THE SUBSCRIPTION On 27 May 2021 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue, a total of 120,000,000 Subscription Shares at the Subscription Price of HK$0.075 per Subscription Share for an aggregate amount of HK$9 million. The Subscription Price payable by the Subscribers shall be settled by cash. The Subscription Shares represent 15% of the existing issued share capital of the Company as at the date of this announcement and approximately 13.0% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the date of Subscription Completion save for the issue of the Subscription Shares). The Subscription Shares will be issued under the General Mandate and will rank equally among themselves and with the existing Shares in issue on the date of allotment and issue of the Subscription Shares. The Subscription is conditional upon, among others, the Listing Committee agreeing to grant a listing of and permission to deal in the Subscription Shares. – 1 – Subscription Completion is subject to the satisfaction of the conditions precedent set out in the Subscription Agreement. As the Subscription Completion may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in doubt about their position, they should consult their professional advisers. THE ACQUISITION On 27 May 2021 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, and the Vendor entered into the Equity Transfer Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase 70% of the equity interest in the Target Company at the total consideration RMB9,800,000 (equivalent to approximately HK$11,956,000). After the Acquisition, the Target Company will be held as to 70% by the Purchaser and 30% by Mr. Qin, who is an Independent Third Party of the Company. As the applicable percentage ratios (as calculated in accordance with Rule 19.06 of the GEM Listing Rules) exceed 5% but are below 25%, the Acquisition constitutes a discloseable transaction of the Company under the GEM Listing Rules. THE SUBSCRIPTION Subscription Agreement On 27 May 2021 (after trading hours), the Company entered into the Subscription Agreement with the Subscribers, pursuant to which the Subscribers conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue, a total of 120,000,000 Subscription Shares at the Subscription Price of HK$0.075 per Subscription Share for an aggregate amount of HK$9 million. The principal terms of the Subscription Agreement are summarised below. Date : 27 May 2021 Issuer : the Company Subscriber : Mr. Fu Number of Subscription : 120,000,000 Subscription Shares, representing 15% of Shares to be issued the existing share capital Subscription Price : HK$0.075 per Subscription Share Aggregate Subscription Price : HK$9 million – 2 – Mr. Fu is currently beneficially interested in 630,000 Shares, representing approximately 0.01% of the issued share capital of the Company as at the date of this announcement. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Mr. Fu is an Independent Third Party as at the date of this announcement and Mr. Fu will become a substantial shareholder of the Company immediately after the completion of the Subscription, who will, upon the Subscription Completion, be interested in 120,630,000 Shares, representing approximately 13.1% of the issued share capital of the Company as enlarged by the Subscription. Subscription Shares As at the date of this announcement, the total number of Shares in issue of the Company is 800,000,000 Shares. 120,000,000 Subscription Shares will be allotted and issued upon completion of the Subscription Agreement. The Subscription Shares represent 15% of the existing issued share capital of the Company as at the date of this announcement and approximately 13.0% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the date of Subscription Completion save for the issue of the Subscription Shares). The aggregate nominal value of the Subscription Shares (with a par value of HK$0.01 each) is approximately HK$1,200,000. Subscription Price The Subscription Price of each Subscription Share is HK$0.075, which was negotiated on an arm’s length negotiations between the Company and the Subscribers and is a commercial decision reached by the Company with the Subscribers with reference to, among others, the prevailing market price of the Share, the performance of the Group and the future prospects of the business of the Group. The Subscription Price of HK$0.075 represents: (i) a price which is equal to the closing price of HK$0.075 per Share as quoted on the Stock Exchange on 27 May 2021, being the date of the Subscription Agreement; and (ii) a premium of approximately 6.1% to the average closing price of approximately HK$0.0704 per Share as quoted on the Stock Exchange for the last five trading days preceding the date of the Subscription Agreement. – 3 – Ranking of Subscription Shares The Subscription Shares will rank equally in all respects among themselves and with all other Shares in issue on the date of allotment and issue of the Subscription Shares. Conditions of the Subscription Completion The Subscription Completion is subject to the fulfilment of the following conditions: (i) listing of and permission to deal in all the Subscription Shares being granted by the Listing Committee of the Stock Exchange; (ii) the General Mandate is sufficient and valid to the issue and allotment of the Subscription Shares; (iii) the Shares not being suspended in trading due to non-compliance with any law or rules; (iv) all representations and warranties in the Subscription Agreement remain true, accurate and not misleading in all material aspects upon Subscription Completion; and (v) there being no material adverse change in the Group’s business, operations or financial conditions from the date of the Subscription Agreement up to the Completion; (vi) all necessary approval, authorisation, exemption having obtained by the Company to execute and complete the Subscription Agreement and to perform the obligation under the Subscription Agreement. None of the above conditions may be waived by any party to the Subscription Agreement. If the above conditions have not been fulfilled by the Long Stop Date, all rights, obligations and liabilities of the parties under the Subscription Agreement in relation to the Subscription shall cease and determine and none of the parties to the Subscription Agreement shall have any claim against any other in respect of the Subscription for costs, damages, compensation or otherwise save for any antecedent breaches of any provisions of the Subscription Agreement. Subscription Completion is to take place on the fifth Business Day immediately after the date on which all conditions under the Subscription Agreement are fulfilled (or such other date as may be agreed by the Company and Subscriber). – 4 – MANDATE FOR THE ISSUE OF THE SUBSCRIPTION SHARES The Subscription Shares will be allotted and issued under the General Mandate granted to the Directors by the written resolutions of passed by the Shareholders on 10 June 2020 and 16 June 2020, subject to the limit of up to 20% of the total number of Shares immediately after completion of the Capitalisation Issue (as defined in the Prospectus) and the Share Offer (as defined in the Prospectus), namely 160,000,000 new Shares. Up to the date of this announcement, the General Mandate has not been utilised. As such, the General Mandate will be sufficient for the issue and allotment of the Subscription Shares. As the Subscription Shares will be issued under the General Mandate, the Subscription is not subject to Shareholders’ approval. The 120,000,000 Subscription Shares constitute approximately 75% of the General Mandate and, upon completion of the Subscription, 40,000,000 shares, representing 25% of the General Mandate will remain unutilised. APPLICATION FOR LISTING The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS The gross and net proceeds (after deducting all relevant costs and expenses) of the Subscription is HK$9 million and approximately HK$8.9 million, respectively, representing a net price of HK$0.074 per Subscription Share. The Company intends to utilise the net proceeds as the consideration of the Acquisition. The Subscription and the Acquisition are not inter-conditional. In the event that the Acquisition Completion does not take place, the net proceeds from the Subscription will be used as general working capital of the Group.