DISCLOSEABLE TRANSACTIONGRANT OF REVOLVING LOAN FACILITY

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.(Incorporated in Bermuda with limited liability) (Stock Code: 139) DISCLOSEABLE TRANSACTION GRANT OF REVOLVING LOAN FACILITY On 5 July 2024 (after trading hours) Top Billion a wholly owned subsidiary of the Company as lender and Customer A as borrower entered into the Facility Agreement pursuant to which Top Billion has agreed to grant the Loan in the amount of HK$50000000 to Customer A for a term of three years from the Effective Date.As the relevant percentage ratio(s) exceed 5% but all relevant percentage ratios are below 25% the entering into of the Facility Agreement constitutes discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.On 5 July 2024 Top Billion a wholly owned subsidiary of the Company as lender and Customer A as borrower entered into the Facility Agreement pursuant to which Top Billion has agreed to grant the Loan in the amount of HK$50000000 to Customer A for a term of three years from the Effective Date. A summary of the principal terms of the Facility Agreement is set out below.THE FACILITY AGREEMENT Date: 5 July 2024 (after trading hours) Parties: (1) Top Billion as lender (2) Customer A as borrower Top Billion is a company incorporated in Hong Kong with limited liability and is a wholly owned subsidiary of the Company. 1Customer A is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holdings. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries Customer A and its ultimate beneficial owners are Independent Third Parties.Pursuant to the Facility Agreement Top Billion has agreed to grant the Loan in the amount of HK$50000000 to Customer A subject to and conditional upon the terms and conditions set out in the Facility Agreement.Principal: HK$50000000 Interest rate: 7% per annum Term: Three years commencing from the Effective Date Collateral: Pledge of property in Hong Kong with an independent valuation with an amount of approximately HK$53 million Based on the assessment of Top Billion after considering the past credit records and backgrounds of Customer A in accordance with its credit policy together with the valuation of the collateral the Company considers that the credit risk relating to the entering into of the Facility Agreement is relatively low.Repayment: The Loan and other monies outstanding in connection with the facility shall be repaid in full on or before the final repayment date mentioned above.Early repayment: The borrower may at any time without premium or penalty prepay the Loan by giving the Lender not less than one (1) Business Day’s prior written notice Funding of the Loan The Group will finance the Loan with its internal resources. The Lender shall not be obliged to make the Loan available to Customer A unless no events of default shall have occurred and be continuing.The terms of the Facility Agreement have been arrived at after arm’s length negotiations of the parties to the Facility Agreement.Information on the Group and Top Billion The Group is principally engaged in securities and futures dealing business financial investments and money lending business. 2The Lender being an indirect wholly owned subsidiary of the Company is a licensed money lender corporation in Hong Kong under the Money Lenders Ordinance. The Lender conducts money lending business in Hong Kong through the provision of unsecured loans and secured loans to customers including individuals and corporation.Information on the Customer A The borrower Customer A is principally engaged in investment holdings. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries Customer A and its ultimate beneficial owners are Independent Third Parties. For completeness a minority shareholder of Customer A is also a repeat customer of the Lender.REASONS FOR AND BENEFITS OF THE FACILITY AGREEMENT The granting of the Facility Agreement is within the Lender’s ordinary and usual course of business.The Directors are of the view that the granting of the Loan and the entering into of the Facility Agreement can provide stable interest income stream for the Group. The Group will explore further business opportunities in the money lending sector as and when appropriate. Having considered the borrower’s repayment record the collaterals to be provided and the interest income for the Group the Directors consider that the terms of the Facility Agreement are on normal commercial terms and are fair and reasonable in the interests of the Company and its shareholders as a whole.LISTING RULES IMPLICATIONS As the relevant percentage ratio(s) exceed 5% but all relevant percentage ratios are below 25% the entering into of the Facility Agreement constitutes discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.DEFINITIONS In this announcement unless the context otherwise requires the following expressions shall have the following meanings when used herein: “Board” board of the Directors “Company” Central Wealth Group Holdings Limited a company incorporated in Bermuda with limited liability and the issued Shares are listed on Main Board of the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules 3“Customer A” Win Force International Limited the borrower under the Facility Agreement “Director(s)” director(s) of the Company from time to time “Effective Date” the effective date of the Facility Agreement i.e. 5 July 2024 “Facility Agreement” the secured revolving loan agreement dated 5 July 2024 and entered into between Top Billion as lender and Customer A as borrower in respect of the Loan “Group” the Company together with its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the PRC“Independent Third any person(s) or company(ies) and their respective ultimateParty(ies)” beneficial owner(s) to the best of the Directors’ knowledge information and belief having made all reasonable enquiries are not core connected persons of the Company and are third parties independent of the Company and its core connected persons in accordance with the Listing Rules “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Loan” the loan in the principal amount of HK$50000000 to be granted by Top Billion to Customer A under the Facility Agreement“Money Lenders Money Lenders Ordinance (Chapter 163 of the laws of HongOrdinance” Kong) “PRC” The People’s Republic of China “Share(s)” ordinary share(s) in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Top Billion” or Top Billion Finance Limited a company incorporated the “Lender” in Hong Kong with limited liability and a wholly owned subsidiary of the Company and the lender under the Facility Agreement 4“HK$” Hong Kong dollar(s) the lawful currency of Hong Kong “%” per cent.By order of the Board Central Wealth Group Holdings Limited Lo Siu Kit Chairman Hong Kong 5 July 2024 As at the date of this announcement the Board comprises the following Directors: Executive Directors Independent non-executive Directors Mr. Lo Siu Kit (Chairman) Mr. Kwok Chi Kwong Mr. Chen Xiaodong (Vice Chairman and Mr. Wu Ming Chief Executive Officer) Ms. Li Meifeng Mr. Yu Qingrui 5