Letter of Intent Signed

18 September 2026                

Zoyo Limited

("Zoyo" or the "Company")

Letter of Intent

Zoyo Limited ("Zoyo" or the "Company") announces that it has signed a letter of intent ("LOI") with All Well Capital Limited ("ALLWELL") and its major shareholders regarding a proposed investment in ALLWELL and potential strategic business cooperation.

The proposed investment would involve acquiring shares in ALLWELL, potentially in stages, with the ultimate objective of Zoyo acquiring a majority equity interest in ALLWELL, provided that the proposed investment, whether implemented as a single transaction or a series of transactions, would not constitute a reverse takeover within the meaning of UKLR 7.1.4R of the Financial Conduct Authority's UK Listing Rules and would comply with all other applicable UK Listing Rules.

ALLWELL is a Hong Kong financial services company licensed by the Securities and Futures Commission to conduct Type 4 and Type 9 regulated activities. The proposed investment forms part of Zoyo's strategy to expand its financial trading technology business in Hong Kong and other Asian markets. The parties also intend to explore cooperation combining Zoyo's financial technology capabilities with ALLWELL's financial services expertise and regional network, including potential opportunities in digital assets, subject to applicable laws and regulatory requirements.

Following the signing of the LOI, the parties will commence due diligence and discussions on valuation, pricing and transaction structure. The LOI provides for a three-month exclusivity period from the date of execution.

The proposed investment remains subject to satisfactory due diligence, agreement on commercial terms, execution of definitive agreements and all necessary corporate and regulatory approvals, including approval from the Hong Kong Securities and Futures Commission for the proposed change in substantial shareholding.

The LOI does not oblige the parties to complete the proposed investment, and there can be no certainty that a transaction will proceed.

Further announcements will be made as appropriate.

**ENDS**

For further information, please visit https://zoyo.com

MARKET ABUSE REGULATION DISCLOSURE

This announcement contains forward-looking statements relating to potential future activities. Such statements involve risk and uncertainty, and actual outcomes may differ materially. The information contained within this announcement is deemed by the Company (LEI: 213800PS7ZTYIWJWJC22) to constitute inside ‎information for the purpose of Article 7 of EU Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.