CT Vision International : VOLUNTARY ANNOUNCEMENT - MEMORANDUM OF UNDERSTANDING

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.

CT Vision S.L. (International) Holdings Limited

中天順聯（國際）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 994)

VOLUNTARY ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING

This announcement is made by CT Vision S.L. (International) Holdings Limited (the "Company", together with its subsidiaries the "Group") on a voluntary basis to provide its shareholders and proposed investors with updated information in relation to the business development of the Group.

MEMORANDUM OF UNDERSTANDING

Reference is made to an announcement of the Company dated 25 January 2021 in relation to, inter alia, the setting up of a joint venture namely, Zhejiang CT Shunlian Network Technology Company Limited* (浙江中宏順聯網絡科技有限公司) (the "JV") in the People's Republic of China (the "PRC"), which is owned as to 51% by Shenzhen CT Vision Investment Holdings Limited* (深圳中天宏信投資控股有限公司), a wholly owned subsidiary of the Company, 39% by Zhejiang Shunlian Network Technology Company Limited* (浙江順聯網絡科技有限公司) ("Zhejiang Shunlian", together with its subsidiaries, "Zhejiang Shunlian Group") and 10% by a senior management of Zhejiang Shunlian.

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The Board is pleased to announce that on 30 April 2021 (after trading hours), the Company entered into a memorandum of understanding (the "MOU") with Zhejiang Shunlian. The principal terms of the MOU are summarised as follows:

Date

30 April 2021 (after trading hours)

Parties

1. The Company
2. Zhejiang Shunlian

Subject Matter

Zhejiang Shunlian is principally engaged in the electronic commerce business, which is prohibited from foreign investment under the relevant PRC laws and regulations, namely the Catalogue for the Guidance of Foreign Investment Industries* (《外商投資產業指導目 錄》). As such, the Company is not allowed to hold any equity interest in Zhejiang Shunlian under the applicable PRC laws and regulations.

Pursuant to the MOU, the Company intends to obtain effective control over the operations and the entire economic interest and benefits of Zhejiang Shunlian through variable interest entity (VIE) arrangement (the "Transaction").

Conditions Precedent

The Company shall conduct due diligence review on Zhejiang Shunlian Group. Zhejiang Shunlian agreed to procure Zhejiang Shunlian Group to cooperate with the Company and provide all information and documents requested by the Company.

The Company and Zhejiang Shunlian shall proceed with the signing of the formal agreements (the "Formal Agreements") within 30 days after the completion of the due diligence review and the results of which is satisfactory to the Company.

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Exclusivity

Pursuant to the MOU, Zhejiang Shunlian shall not, for a period of 60 days from the date of the MOU or such longer period as the parties may agree (the "Exclusivity Period"), directly or indirectly initiate, solicit or encourage any other approach, inquiries or offers from, or participate in any inquiry, discussion, or proposal, or furnish any information to, or enter into any agreement or statement of intent or understanding with, any third party on any sale or transfer of any equity interest or material assets of Zhejiang Shunlian Group.

Termination

The MOU will be terminated upon the earlier of (i) the end of the Exclusivity Period; (ii) the signing of the Formal Agreements by the Company and Zhejiang Shunlian; or (iii) the Company and Zhejiang Shunlian agree in writing to terminate the MOU.

Legally binding

Save for the legally binding provisions relating to the Exclusivity Period, confidentiality, termination and governing law, the MOU is not legally binding on the Company and Zhejiang Shunlian in respect of the Transaction. The Transaction is subject to the execution and completion of the Formal Agreements.

REASONS FOR ENTERING INTO THE MOU

The Group intends to develop the electronic commerce platform business in the PRC.

Zhejiang Shunlian is principally engaged in the e-commerce industry with social experience and self-marketing strategies. The online platform operated by Zhejiang Shunlian accommodates a wide variety of products including but not limited to agricultural products and healthcare products. Zhejiang Shunlian has extensive experience in e-commerce and also possesses relevant permits and qualifications including but not limited to Internet Content Provider (ICP) qualification of electronic commerce, streaming operation licence and qualifications relating to providing pharmaceutical product information on the internet.

Leveraging on the existing network resources and online platform of Zhejiang Shunlian in the PRC, the Company is able to diversify income stream by virtue of broadening the Group's business, thereby maximising the return of the Shareholders and promoting the Company's growth and development.

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Zhejiang Shunlian is owned as to 59.85% by Mr. Guo Hongan ("Mr. Guo"), hence Zhejiang Shunlian is an associate of Mr. Guo . Mr. Guo is a director of the JV which is considered as an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules according to its financial information. As such, Zhejiang Shunlian is not a connected person of the Company.

WARNING

The Board wishes to emphasise that the Transaction is subject to, among others, the signing of the Formal Agreements. As such, the Transaction may or may not proceed and as at the date of this announcement, no legally binding agreement in relation to the Transaction has been entered into by the Company and Zhejiang Shunlian. Further announcement will be made by the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as and when appropriate.

Shareholders and proposed investors of the Company are urged to exercise caution when dealing in the securities of the Company.

By order of the Board

CT Vision S.L. (International) Holdings Limited

Ho Chun Kit Gregory

Chief executive officer and executive Director

Hong Kong, 30 April 2021

The English translation of the Chinese name in this announcement, where indicated with "*", is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Wu Rui, Dr. Ho Chun Kit Gregory, Mr. Lee Kai Lun and Mr. Guo Jianfeng, three non-executive Directors, namely Ms. Du Yi, Ms. Yip Man Shan and Mr. Lu Qiwei and three independent non-executive Directors, namely Ms. Ng Yi Kum, Estella, Mr. Wong Wing Cheong Philip and Dr. Tang Dajie.

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