Discloseable Transaction subscription of shares in VAX

Hong Kong Exchanges 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.

ETS GROUP LIMITED

易 通 訊 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8031)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF SHARES IN VAX

Financial Adviser

Trinity Corporate Finance Limited

SUBSCRIPTION OF SHARES IN VAX

The Board is pleased to announce that on 30 April 2021 (after trading hours of the Stock Exchange), the Subscriber, an indirect wholly-owned subsidiary of the Company, and VAX entered into the Subscription Agreement, pursuant to which the Subscriber has agreed to subscribe for, and VAX has agreed to allot and issue 165,385 Subscription Shares, representing approximately 10.85% of the issued share capital of VAX as enlarged by the allotment and issue of the Subscription Shares, at the total Subscription Price of HK$12.9 million.

Completion took place on 30 April 2021. Upon Completion, the Subscriber owns as to approximately 10.85% of the issued share capital of VAX. As such, the Group's investment in VAX will be accounted for as financial asset at fair value through profit or loss.

- 1 -

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratio(s) (as defined under the GEM Listing Rules) with respect to the Subscription exceed(s) 5% but less than 25%, the entering into of the Subscription Agreement constitutes a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements but exempt from the Shareholders' approval requirement under the GEM Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 30 April 2021 (after trading hours of the Stock Exchange), the Subscriber, an indirect wholly-owned subsidiary of the Company, and VAX entered into the Subscription Agreement, pursuant to which the Subscriber has agreed to subscribe for, and VAX has agreed to allot and issue, 165,385 Subscription Shares, representing approximately 10.85% of the issued share capital of VAX as enlarged by the allotment and issue of the Subscription Shares, at the total Subscription Price of HK$12.9 million.

THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised as follows:

As at the date of this announcement and immediately prior to Completion, CapxChain Technology holds approximately 4.31% of the entire equity interests of VAX. CapxChain Technology is a company incorporated in Hong Kong and is indirectly wholly-owned by Mr. YS Tang, who is an executive Director and the Chief Executive Officer of the Company. Save as disclosed above, to the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of VAX and its ultimate beneficial owners is an Independent Third Party.

Subscription

Pursuant to the terms and conditions of the Subscription Agreement, the Subscriber has agreed to subscribe for, and VAX has agreed to allot and issue 165,385 Subscription Shares, representing approximately 10.85% of the issued share capital of VAX as enlarged by the allotment and issue of the Subscription Shares, at the total Subscription Price of HK$12.9 million.

- 2 -

Subscription Shares

The Subscription Shares, when allotted and issued, shall rank pari passu in all respects among themselves and with the shares of VAX in issue on the date of such allotment and issue.

Subscription Price

The total Subscription Price for the Subscription Shares shall be HK$12.9 million, representing a subscription price of approximately US$10.0 per Subscription Share, and shall be paid by the Subscriber to VAX on the date of Completion.

The Subscription Price shall be financed by the internal resources of the Group.

The Subscription Price was determined between the Subscriber and VAX after arm's length negotiations and taking into account of various factors, including (i) the potential business prospects of VAX; (ii) the market value of the entire equity interest of VAX of approximately HK$130 million as at 29 April 2021 based on the valuation report prepared by B. I. Appraisals Limited, an independent professional valuer, and conducted by adopting market approach; and

1. the factors as set out in the section headed "Reasons for and benefits of the Subscription" in this announcement.

Completion

Completion shall take place simultaneously upon signing the Subscription Agreement.

Completion took place on 30 April 2021. Upon Completion, the Subscriber owns as to approximately 10.85% of the issued share capital of VAX. As such, the Group's investment in VAX will be accounted for as financial asset at fair value through profit or loss.

THE SHAREHOLDERS' AGREEMENT

Pursuant to the terms and conditions of the Subscription Agreement, VAX irrevocably and unconditionally undertakes and covenants to the Subscriber that it will deliver to the Subscriber the Shareholders' Agreement (in such form and substance satisfactory to the Subscriber) duly signed by VAX and each of the then existing shareholders of VAX within 90 Business Days from the date of Completion (or such later date the Subscriber and VAX may agree).

The Shareholders' Agreement shall set out terms and conditions regulating the affairs, business and management of the Company, and the relationship between VAX and each of its shareholders, including but not limited to board composition, restriction on transfer, preemptive right and finance.

- 3 -

VAX also offers other services including over-the-counter services which provides immediate quotation between fiat and virtual assets and other distributed ledger technology services to capture the benefits of new technologies as a new tech board. The objective is to build an end- to-end ecosystem with strategic partners or investors to capture the full value chain.

Set out below is extract of the audited consolidated financial information of VAX and its subsidiaries for the period from 12 December 2018 (the date of incorporation) to 31 December 2019 and the unaudited consolidated financial information for the year ended 31 December

2020 and the three months ended 31 March 2021 respectively:

As at 31 March 2021, the unaudited consolidated net asset value of VAX was approximately US$521,091.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The management of the Group believes regulated financial services on digital assets will likely become a trend of the worldwide capital market in the near coming future, and in addition to managing the traditional financial business in securities trading and advisory services and asset management services, the Group is interested to further explore the development and opportunities in tokenization of assets using blockchain technology as well as providing corresponding consulting and advisory services on virtual assets investment under regulations of the authorities.

The Group believes there is great potential in the development of virtual assets in Hong Kong and can further leverage on the synergies with its traditional financial business, experience and resources to expand financial service scopes and create more value for our customers. The entering into of the Subscription Agreement with VAX, a company which is currently applying to the SFC for obtaining licenses to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities under the SFO, represents a good potential investment opportunity at an early stage, as well as a significant synergetic move for the Group's strategical development in virtual assets services by providing a legitimate secondary trading platform for the financial products.

- 5 -