Zall Smart Commerce Group Ltd. — M&A Activity 2017

Hong Kong Exchange 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.

Zall Group Ltd. 卓爾集團股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2098)

EXTENSION OF LONG STOP DATE IN RELATION TO (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION; (2) POSSIBLE CONNECTED TRANSACTION INVOLVING ISSUE OF SHARES TO CONNECTED PERSONS; AND (3) ISSUE OF SHARES UNDER SPECIFIC MANDATE

References are made to the announcements of Zall Group Ltd. (the “ Company ”) dated 13 November 2016 and 27 April 2017 respectively (the “ Announcements ”) and the circular of the Company dated 15 February 2017 (the “ Circular ”) in relation to, among others, the Transactions. Capitalised terms used herein shall have the same meanings as those defined in the Circular unless defined otherwise herein.

As disclosed in the Announcements and the Circular, the First Completion will be conditional upon the satisfaction or waiver of the First Completion Conditions on or before the First Long Stop Date, being 30 April 2017, which was extended to 31 May 2017 pursuant to the supplemental agreement to the Acquisition Agreement dated 27 April 2017, or such later date as may be agreed between the parties. As additional time is required for Vendor C and Target Company C to complete the restructuring as required under First Completion Condition (h) and the listing committee of the Stock Exchange has not yet approved the listing of, and permission to deal in, all the Consideration Shares, the Incentive Shares, VKC Consultancy Service Consideration Shares and the Management Shares as at the date of this announcement as required under First Completion Condition (b), the parties to the Acquisition Agreement entered into a further supplemental agreement to the Acquisition Agreement on 29 May 2017 to extend the First Long Stop Date for fulfilment of the First Completion Conditions to 30 June 2017 or such later date as may be agreed between the parties. Save as disclosed above, all other terms and conditions of the Acquisition Agreement remain unchanged and in full force and effect in all respects.

By order of the Board Zall Group Ltd. Yan Zhi Co-chairman

Hong Kong, 29 May 2017

As at the date of this notice, the Board comprises eight members, of which Mr. Yan Zhi, Dr. Gang Yu, Mr. Cui Jinfeng and Mr. Peng Chi, as executive directors of the Company; Mr. Cheung Ka Fai, Mr. Wu Ying, Mr. Wei Zhe, David and Mr. Zhu Zhengfu as independent non-executive directors of the Company.