JOINT ANNOUNCEMENT (I) PROPOSED SUBSCRIPTION OF NEW SHARES IN QUALI-SMART HOLDINGS LIMITED BY THE SUBSCRIBERS; (II) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFERS BY ZHONGTAI INTERNATIONAL CAPITAL LIMITED AND WELL LINK INTERNATIONAL CAPITAL LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES AND ALL OUTSTANDING CONVERTIBLE NOTES, AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS, OF QUALI-SMART HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT); (III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF QUALI-SMART HOLDINGS LIMITED; AND (IV) DISCLOSEABLE AND CONNECTED TRANSACTIONS –PROPOSED ACQUISITIONS OF THE ZTI COMPANIES

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