Jiyi : FURTHER ANNOUNCEMENT IN RELATION TO THE DISCLOSEABLE TRANSACTION (1) ISSUE OF NEW SHARES UNDER GENERAL MANDATE IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY; AND (2) CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY

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Jiyi Holdings Limited 集 一 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1495)

FURTHER ANNOUNCEMENT IN RELATION TO

THE DISCLOSEABLE TRANSACTION

1. ISSUE OF NEW SHARES UNDER GENERAL MANDATE IN RELATION TO THE ACQUISITION OF THE ENTIRE

ISSUED SHARE CAPITAL OF THE TARGET COMPANY; AND

(2) CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY

References are made to the announcements (the "Announcements") of Jiyi Holdings Limited (the "Company") dated 4 June 2020, 9 June 2020, 27 July 2020 and 26 August 2020 regarding the Acquisition of the entire issued share capital of the Target Company involving the issue of new Shares under General Mandate. Unless the context otherwise requires, capitalised terms in this announcement shall have the same meanings as defined in the Announcements.

ISSUE OF NEW SHARES UNDER GENERAL MANDATE

As disclosed in the Announcements, Completion of the Acquisition took place on 26 August 2020.

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Pursuant to the Agreement, in case that the 2020 Profit satisfies the Minimum Profit, the Final Consideration of HK$33,796,000 shall be paid by way of allotment of 51,993,846 Final Consideration Shares to the Vendors within 14 Business Days when the actual audited net profit after tax of the Operating Group for the financial year ending 31 December 2020 has been delivered to the Company, of which 48,427,068 Final Consideration Shares shall be allotted to Vendor A and 3,566,778 Final Consideration Shares shall be allotted to Vendor B respectively.

The Board is pleased to announce that the Profit Guarantee is proven to be satisfied. The Final Consideration Shares were allotted and issued to the Vendors on 23 April 2021 accordingly.

CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately following the allotment and issuance of the Final Consideration Shares to the Vendors, the shareholding structure of the Company shall become as set out below:

		Immediately following
Shareholders	Nature of interest	the allotment
		Shares	%
				(approximately)
Ms. Hou Wei (Note 1)	Beneficiary owner and interested in	449,398,363			51.82
	a controlled corporation
Xinling Limited (Note 1)	Beneficiary owner	449,198,363			51.79
Vendor A (Note 2)	Beneficiary owner	98,756,736			11.39
Vendor B	Beneficiary owner	9,483,264			1.09
Other Shareholders		309,830,804			35.72
Total		867,269,167			100.00

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Note:

1. Ms. Hou Wei ("Ms. Hou") was granted share option to subscribe for 200,000 Shares, and as at the date of this announcement, Ms. Hou has not exercised any right thereto. In addition, Ms. Hou is beneficially interested in 100% of the issued share capital of Xinling Limited ("Xinling"). Xining was the registered holder of 449,198,363 Shares. Under Part XV of the SFO, Ms. Hou was therefore deemed to have interests in 449,198,363 Shares in which Xinling was interested. Therefore, Ms. Hou is regarded as being interested in a total number of 449,398,363 Shares.
2. Upon the allotment and issuance of the Final Consideration Shares, Vendor A became a substantial shareholder of the Company.

By order of the Board

Jiyi Holdings Limited

Hou Wei

Chairlady

Hong Kong, 23 April 2021

As at the date of this announcement, Ms. Hou Wei, Mr. Liu Xianxiu and Mr. Yang Baikang are the executive directors of the Company, Mr. Hou Bo is the non-executive director of the Company, and Mr. Ye Yihui, Mr. Ho Hin Yip and Mr. Hou Lianchang are the independent non-executive directors of the Company.

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