190,322,800 Ordinary Shares of Green Tea Group Limited are subject to a Lock-Up Agreement Ending on 15-NOV-2025. These Ordinary Shares will be under lockup for 184 days starting from 15-MAY-2025 to 15-NOV-2025.

Details:

Each of the Controlling Shareholders agrees and undertakes to our Company and each of the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at any time after the date of the Hong Kong Underwriting Agreement up to and including the date falling the First Six-Month Period, it/he/she will not, without the prior written consent of the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, hedge, lend, grant or sell any option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or any other securities of the Company or any interest in any of the foregoing (including any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or any other securities of the Company) beneficially owned by it as at the Listing Date (the ?Locked-up Securities?); (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Locked-up Securities; (c) enter into any transaction with the same economic effect as any transaction specified in (a) or (b) above; or (d) offer to or agree to do any of the foregoing or announce any intention to do so, in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or such other securities, in cash or otherwise (whether or not the issue of such share capital or other equity securities will be completed within the First Six-Month Period); and (i) during the Second Six-Month Period, each of our Controlling Shareholders will not enter into any transaction described in paragraphs (a), (b) and (c) above or agree or contract to or publicly announce any intention to enter into any such transaction if, immediately following such transaction, the shareholding of Time Sonic in the Company will be reduced to below 30%; and (ii) until the expiry of the Second Six-Month Period, in the event that he/she enters into any such transactions specified in paragraphs (a), (b) or (c) above or agrees or contracts to, or publicly announces an intention to enter into any such transactions, each of our Controlling Shareholders will take all reasonable steps to ensure that he/she will not create a disorderly or false market in the securities of our Company. The restrictions above do not apply to any pledge or charge of any Shares or other equity securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other equity securities of the Company) after the Global Offering in favor of an authorized institution as defined in the Banking Ordinance (Cap. 155 of the Laws of Hong Kong) for a bona fide commercial loan.

Each Cornerstone Investor has agreed that it will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period of six months from (and inclusive of) the Listing Date (the ?Lock-up Period?), dispose of, in any way, any of the Offer Shares or any interest in any company or entity holding such Offer Shares that they have purchased pursuant to the relevant Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone Investor, including the Lock-up Period restriction.