Sheen Tai Holdings Group Company Limited (SEHK:1335) has enter into Memorandum of Understanding agreement to acquire Sino Leader Ventures Limited from Huang Weili on May 22, 2024. Completion of the Proposed Acquisition is expected to be conditional upon following:- (a) the Technology Company lawfully operates, maintains and manages data processing facilities and equipment in relation to digital asset technologies; (b) the Formal Agreement having been duly executed; (c) the Purchaser fulfills all compliance requirements under the Listing Rules; (d) the purchase price for the Proposed Acquisition being agreed upon with reference to the Valuation Report; (e) the put option arrangement being agreed upon by between the Company and the Vendor; (f) the Company being satisfied with the results of its Due Diligence Review; (g) the representations and warranties in the MOU and the Formal Agreement remain true and accurate upon completion of the Proposed Acquisition; (h) (if required) all requisite waivers, consents and approvals from any relevant governmental or regulatory authorities or other relevant third parties in connection with the transactions as contemplated under the Formal Agreement having been obtained; (i) no material adverse change occurring in the financial and trading positions and prospects of the Target Group since the date of the MOU to the date of Completion; and (j) such other condition(s) precedent set out in the Formal Agreement. Due Diligence: - Review Subject to the confidentiality provision of this MOU, the Vendor agrees to provide, and shall procure the provision of, to the Company and its advisers any information and access as the Company and its advisers shall reasonably require completing the Due Diligence Review on the subject matter of the Proposed Acquisition.

The Company shall be entitled to carry out the Due Diligence Review following the signing of the MOU. Formal Agreement: - The Company and the Vendor will proceed with further negotiations and target to enter into the Formal Agreement within 30 days from the date of the MOU (or such longer period as agreed between the parties). The Formal Agreement shall include terms, conditions, undertakings, and indemnities for transactions of similar nature and the conditions precedent as set out in the section headed ?Conditions Precedent?

above. Termination:- The MOU shall terminate upon the earlier of (i) the expiration of the Exclusivity Period; (ii) the date of the Formal Agreement; (iii) 30 September 2024, in the event that any one of the conditions precedent is not fulfilled or waived (if applicable); or (iv) the day falling 7 days after the date of a notice of termination sent by the Company to the Vendor. Legal Effect: - The MOU is not legally binding on the parties thereto save for certain provisions including those relating to the exclusivity period, confidentiality, and governing law.

The Consideration for the Proposed Acquisition will be negotiated and agreed upon between the Vendor and the Company with reference to the valuation in the Valuation Report.