Huajin (China) Holdings Limited entered into a merger agreement to acquire Oak Woods Acquisition Corporation (NasdaqCM:OAKU) frim shareholders for approximately CAD 250 million in a reverse merger transaction on August 11, 2023. The aggregate consideration payable at the closing of the Business Combination (the ? Closing ?) to the shareholders of Huajin will be the issuance of such number of shares of Oak Woods Class A Ordinary Shares, par value CAD 0.0001 per share (the ? Class A Ordinary Shares ?) as shall be determined by subtracting the ? Closing Net Debt ? of Huajin (as defined in the Merger Agreement) from the agreed valuation of CAD 250,000,000, and dividing such difference by CAD 10.00, which represents the agreed valuation of one Class A Ordinary Share. At Closing, each holder of the ordinary shares of Huajin will receive, in exchange for the Huajin shares owned by such persons, shares of a Class A Ordinary Shares of Oak Woods in an amount equal to the product obtained by multiplying the number of ordinary shares of Huajin held by such shareholder by the Closing Consideration Conversion Ratio (as defined in the Merger Agreement). Of the Class A Ordinary Shares to be issued by Oak Woods at Closing, the Indemnification Escrow Shares (as defined below) shall be delivered into escrow for indemnification claims, as described herein. All of the Class A Ordinary Shares of Oak Woods issued and outstanding at the completion of the merger shall be renamed and redesignated as the ordinary shares of Oak Woods. The parties also agreed that immediately following the Closing, Oak Woods?s board of directors will consist of five directors, three of which will be designated by Oak Woods and two of which will be designated by Huajin. Within fifteen (15) days of the execution of the Merger Agreement, Huajin is expected to make a payment of a deposit in the sum of CAD 330,000 to Oak Woods, a portion of which funds will be utilized to provide the deposit required to extend the time available to Oak Woods to complete a business combination. The balance of such funds may be used by Oak Woods to fund expenses. There is a valid and effective termination of this Agreement by Oak Woods pursuant to Sections 12.2(a) or Section 12.3(a) of the Merger Agreement, then Huajin shall pay to Oak Woods a break-up fee in cash equal to CAD 2.68 million.

The Closing is subject to certain conditions, including, among other things, (a) approval by the shareholders of Oak Woods of the Business Combination, (b) approval of the listing of Oak Woods?s Ordinary Shares to be issued in connection with the Business Combination, (c) that Huajin shall have delivered to Oak Woods its audited financial statements for the two fiscal years ended December 31, 2022, (d) that Huajin shall have delivered to Oak Woods executed payoff letters for all indebtedness of Huajin that remain unpaid prior to Closing, (e) Huajin shall have entered into employment agreements with its executive officers, and (f) (g) Oak Woods shall have received written evidence of: (i) release of any and all liens with respect to any shares of its capital stock and (ii) termination of all shareholder agreements, voting agreements, rights of first refusal, put or similar rights, operating agreements and similar contracts or agreements between Huajin and any of its shareholders. Prior to the consummation of the Merger, the holders of a majority of Oak Woods?s Ordinary Shares attending a shareholder?s meeting (at which there is a quorum) must approve the transactions contemplated by the Merger Agreement (the ? Shareholder Approval ?). The majority of issued and outstanding shares of Huajin Ordinary Shares have approved the transaction.

Ortoli Rosenstadt, LLP acted as legal advisor to Huajin (China) and Raiti PLLC acted as legal advisor to Oak Woods Acquisition Corporation in the transaction.