Cheerwin : END OF STABILIZATION PERIOD, STABILIZATION ACTIONS AND LAPSE OF OVER-ALLOTMENT OPTION

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated February 26, 2021 (the "Prospectus") of Cheerwin Group Limited (the "Company").

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 made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for any securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares. The Company is not and, immediately after the Global Offering and the application of the proceeds thereof will not be required to register as an "investment company" within the meaning of the U.S. Investment Company Act of 1940, as amended.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law.

This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities of the Company in the United States.

Cheerwin Group Limited

朝 雲 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6601)

END OF STABILIZATION PERIOD,

STABILIZATION ACTIONS AND

LAPSE OF OVER-ALLOTMENT OPTION

END OF STABILIZATION PERIOD

Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Friday, April 2, 2021, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering.

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STABILIZING ACTIONS

The stabilizing actions undertaken by Morgan Stanley Asia Limited, the Stabilizing Manager, its affiliates or any person acting for it during the stabilization period are set out below:

1. the over-allocation of an aggregate of 50,000,000 Shares in the International Offering, representing 15% of the total number of Offer Shares initially available under the Global Offering (before reallocation and any exercise of the Over-allotment Option);
2. the borrowing of an aggregate of 50,000,000 Shares by the Stabilizing Manager from Cheerwin Global Limited pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering; and
3. the successive purchases of an aggregate of 50,000,000 Shares in the price range of HK$7.32 per Share to HK$9.20 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, representing 15.0% of the total number of Offer Shares initially available under the Global Offering (before reallocation and any exercise of the Over-allotment Option), to facilitate the return of 50,000,000 Shares borrowed from Cheerwin Global Limited pursuant to the Stock Borrowing Agreement. The last purchase made by the Stabilizing Manager on the market during the stabilization period was on April 1, 2021 at the price of HK$9.07 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

LAPSE OF OVER-ALLOTMENT OPTION

The Company further announces that the Over-allotment Option had not been exercised by the Joint Global Coordinators (on behalf of the International Underwriters) during the stabilization period and lapsed on Friday, April 2, 2021. Accordingly, no Shares were or will be issued under the Over-allotment Option.

PUBLIC FLOAT

The Company continues to comply with the public float requirement under Rule 8.08(1)(a) of the Listing Rules whereby at least 25% of the Company's total number of issued shares must at all times be held by the public.

By order of the Board

Cheerwin Group Limited

Chen Danxia

Executive Director, Chairman and Chief Executive Officer

Hong Kong, April 7, 2021

As at the date of this announcement, the Board of Directors of the Company comprises Ms. Chen Danxia, Mr. Xie Rusong and Mr. Zhong Xuyi as executive directors, Mr. Chen Zexing as non- executive director and Dr. De-Chao Michael Yu, Mr. Guo Sheng and Mr. Chan Wan Tsun Adrian Alan as independent non-executive directors.

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