Newlink Technology : INSIDE INFORMATION MEMORANDUM OF INTENT ON ACQUISITION OF EQUITY INTEREST

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NEWLINK TECHNOLOGY INC.

新 紐 科 技 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9600)

INSIDE INFORMATION

MEMORANDUM OF INTENT ON ACQUISITION OF EQUITY INTEREST

The Board of the Company is pleased to announce that the Company has recently entered into a memorandum of intent on acquisition of equity interest with the Target Company and Substantial Shareholders of the Target Company on potential acquisition of 100% equity interest in the Target Company.

The Acquisition is subject to further negotiation and execution of the acquisition agreement, which may or may not be executed. The Company will make an announcement in due course in accordance with the Listing Rules. As the Acquisition may or may not come to pass, shareholders and potential investors are advised to exercise caution in dealing with the shares of the Company.

This announcement is issued by Newlink Technology Inc. (the "Company", together with its subsidiaries, the "Group") in accordance with Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that the Company has recently entered into a memorandum of intent on acquisition of equity interest (the "Memorandum") with Jiangxi Samton Technology Development Co., Ltd. (the "Target Company") and its substantial shareholders Mr. PENG Peng, Mr. XIAO Yi, and Ms. HUANG Ying (the "Substantial Shareholders of the Target Company"), pursuant to which the Company intends to acquire the entire shares of the Target Company (the "Acquisition"), and the specific acquisition method is subject to the agreed terms in the final transaction documents of the Acquisition. After signing of the Memorandum, the Target Company and the Substantial Shareholders of the Target Company will fully cooperate with the Company to proceed with the necessary work of the Acquisition, such as due diligence. The consideration of the Acquisition is expected to be RMB486 million, and the final consideration is subject to the amount as agreed by both parties after the due diligence, audit and valuation conducted by the Company. The Company or its designated party must pay RMB2 million to the Target Company as earnest money within 10 days from the signing of the Memorandum. The earnest money shall be returned to the Company within 5 days from the effective date of the acquisition agreement to be officially signed. If the Target Company unilaterally breaches the agreement under the Memorandum or decides to terminate the Acquisition, the Target Company must refund the earnest money and pay liquidated damages equal to the amount of the earnest money. If the Company unilaterally breaches the agreement under the Memorandum or decides to terminate the Acquisition, the Target Company

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shall be entitled to retain the earnest money. If force majeure results in the failure to sign the acquisition agreement or complete the Acquisition, the Target Company must refund the earnest money to the Company. In accordance with the Memorandum, the Company enjoys exclusivity in respect of the Acquisition from the day of signing of the Memorandum to the day of signing of the acquisition agreement or to the day upon expiry of 6 whole calendar months of signing of the Memorandum, whichever the earlier. Except for the terms related to exclusivity, earnest money, confidentiality, applicable law and dispute resolution, and number of copies to be signed, the other terms of the Memorandum are non-binding.

As at the date of this announcement, Mr. PENG Peng, Mr. XIAO Yi, and Ms. HUANG Ying directly hold approximately 40.52%, 19.00% and 9.50% of the shares of the Target Company, respectively. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Target Company and the Substantial Shareholders of the Target Company are third parties independent of the Company and its connected persons.

The Target Company is a company incorporated in the PRC. It is a cloud communications service provider that is principally engaged in the business of providing "Software as a Service" (SaaS) smart cloud contact centres and "Platform as a Service" (PaaS) enterprise message services to corporate customers. The Acquisition will enhance the Company's ability to provide more comprehensive solutions to existing customers. Moreover, it will enable the Company to use the technology and operating experience from the Company's successful artificial intelligence and big data solutions to further provide corporate customers brought by the cloud communications business with comprehensive solutions that can help them enhance customer acquisition and financing ability and improve management and work efficiency. The Directors are of the view that, with the strengths of the Target Company and the Group, the Acquisition will bring synergy to the Company and the Target Company in the long run.

The transaction under the Memorandum, if materialised, may constitute a notifiable transaction of the Company under the Listing Rules. If such transaction is carried out and the final transaction documents are executed, the Company will make further announcement(s) and comply with all reporting, disclosure and/or shareholders' approval requirements under the Listing Rules. The

Acquisition is subject to further negotiation and execution of the acquisition agreement, which may or may not be executed. As the Acquisition may or may not come to pass, shareholders and potential investors are advised to exercise caution in dealing with the shares of the Company.

By order of the Board

Newlink Technology Inc.

ZHAI Shuchun

Chairman of the Board and Chief Executive Office

Beijing, the PRC, 13 May 2021

As at the date of this announcement, the executive Directors are Mr. ZHAI Shuchun, Ms. QIAO Huimin, Ms. QIN Yi and Mr. LI Xiaodong, and the independent non-executive Directors are Mr. TANG Baoqi, Ms. JING Liping and Mr. YE Jinfu.

• For identification purposes only

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