DIT : FRAMEWORK AGREEMENTS IN RELATION TO (1) CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTIONS - EPC SERVICE ARRANGEMENT AND PARK DESIGN SERVICE ARRANGEMENT; AND (2) CONTINUING CONNECTED TRANSACTIONS - SUPPLY ARRANGEMENT AND PC DESIGN SERVICE ARRANGEMENT

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.

DIT GROUP LIMITED 築 友 智 造 科 技 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

ANNOUNCEMENT

FRAMEWORK AGREEMENTS IN RELATION TO

(1) CONNECTED TRANSACTIONS

AND DISCLOSEABLE TRANSACTIONS -

EPC SERVICE ARRANGEMENT AND

PARK DESIGN SERVICE ARRANGEMENT; AND (2) CONTINUING CONNECTED TRANSACTIONS -

SUPPLY ARRANGEMENT AND

PC DESIGN SERVICE ARRANGEMENT

INTRODUCTION

The Board is pleased to announce that on 18 March 2021 (after trading hours), the Company entered into the Framework Agreements in relation to (a) the provision of EPC general contracting services by the Drawin Intelligent Construction Technology Group, namely the EPC Service Arrangement, (b) the supply of prefabricated construction components and products to the Drawin Intelligent Construction Technology Group, namely the Supply Arrangement, (c) the provision of design services by the Drawin Construction Design Group in respect of the Group's technology parks in the PRC, namely the Park Design Service Arrangement and (d) the provision of design services by the Drawin Construction Design Group in respect of the prefabricated construction components and products sold by the Group, namely the PC Design Service Arrangement.

LISTING RULES IMPLICATIONS

Drawin Intelligent Construction Technology and Drawin Construction Design are both wholly-owned subsidiaries of Drawin Manufacture. As at the date of this announcement, Drawin Manufacture indirectly held approximately 63.53% of the issued Shares; hence, a controlling shareholder of the Company. Drawin Manufacture is also indirectly wholly-owned by Mr. Wu Po Sum, who is the father of Ms. Wu Wallis (alias Li Hua) (a non-executive Director). Therefore, each of Drawin Manufacture, Drawin Intelligent Construction Technology and Drawin Construction Design is a connected person of the Company under the Listing Rules.

Framework Agreements

As the EPC Service Arrangement and the Park Design Service Arrangement are both capital in nature which involve different aspects in the construction of technology parks and Drawin Intelligent Construction Technology and Drawin Construction Design are either direct or indirect wholly-owned subsidiaries of Drawin Manufacture, the EPC Service Arrangement and the Park Design Service Arrangement require aggregation under Rules 14.22 and 14A.81 of the Listing Rules. As the applicable percentage ratios in respect of the estimated transaction values under the EPC Service Arrangement and the Park Design Service Arrangement under the respective Framework Agreements in aggregate exceed 5% but are less than 25% on an annual basis, the contemplated transactions under the EPC Service Arrangement and the Park Design Service Arrangement constitute (i) discloseable transactions of the Company which are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, and (ii) connected transactions of the Company which are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the Supply Arrangement is of revenue nature in the ordinary and usual course of business of the Group and one or more of the applicable percentage ratios in respect of the Proposed Supply Arrangement Annual Cap exceed 5%, the contemplated transaction under the Supply Arrangement constitutes a continuing connected transaction which is subject to the annual review, reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Further, as all of the applicable percentage ratios in respect of the Proposed PC Design Service Arrangement Annual Cap are less than 25% and the Proposed PC Design Service Arrangement Annual Cap is less than HK$10 million, the contemplated transaction under the PC Design Service Arrangement constitutes a continuing connected transaction which is subject to the annual review, reporting and announcement requirements, but exempt from the circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

SGM

The Company will convene the SGM for the purpose of considering and approving the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap). A circular containing, among others, (i) further information on the terms of the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); (ii) the letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in connection with the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); (iii) the letter of advice from the Independent Financial Adviser containing its advice in connection with the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); and (iv) a notice convening the SGM and the related proxy form, is currently expected to be despatched to the Shareholders on or before 30 April 2021.

If the Independent Shareholders' approval for the Framework Agreements (except in respect of the Framework Agreement IV) are not obtained at the SGM, the transactions contemplated thereunder will not proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the Shares or any other securities of the Company.

INTRODUCTION

The Board is pleased to announce that on 18 March 2021 (after trading hours):

• (i) the Company and Drawin Intelligent Construction Technology entered into the Framework Agreement I in relation to the EPC Service Arrangement;

• (ii) the Company and Drawin Intelligent Construction Technology entered into the Framework Agreement II in relation to the Supply Arrangement;

• (iii) the Company and Drawin Construction Design entered into the Framework Agreement III in relation to the Park Design Service Arrangement; and

• (iv) the Company and Drawin Construction Design entered into the Framework Agreement IV in relation to the PC Design Service Arrangement.

PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT I

Date: 18 March 2021 (after trading hours)

Parties: (1) the Company; and

• (2) Drawin Intelligent Construction TechnologyTerm:

For a term commencing from the approval date of the Framework Agreement I by the Independent Shareholders and ending on 31 December 2023. The Framework Agreement I may, subject to compliance with relevant laws and regulations and the Listing Rules (including Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules, if required) as well as the agreement of the parties, be extended or renewed.

Subject matters:

The Group plans to develop, construct and continue to construct 23 technology parks between 2021 and 2023 located at Shandong, Chongqing, Hubei, Tianjin, Jiangsu, Henan, Hebei, Hainan, Anhui and Yunnan.

Pursuant to the EPC Service Arrangement, the Drawin Intelligent Construction Technology Group may participate in the selection or bidding process arranged by the Group for the construction of technology park(s) of the Group. Upon selection of the Drawin Intelligent Construction Technology Group as the contractor through the selection or bidding process, Drawin Intelligent Construction Technology will provide, or procure its subsidiaries to provide, EPC general contracting services to the Group for the development of the Group's technology parks in the PRC in accordance with the terms of the tender and relevant service contract.

EPC general contracting services is a form of arrangement where the EPC contractor is made responsible for all activities from procurement, construction, commission and handover of the technology parks to the Company.

The Group will, from time to time, select contractors for the construction of its technology parks through the selection or bidding process. The Group will consider the tender proposals and compare the quotations from all bidders, including that from the Drawin Intelligent Construction Technology Group. During the selection process, the investment management department of the Group will conduct in-depth evaluation based on a scoring system applicable to all bidders, which will each be assessed on areas including price, credentials (including past experience and qualifications), quality of services, ability to satisfy specifications and safety standard. The investment management department will then prepare a summary report and submit the same to the head of legal and risk management department of the Group and the deputy general manager of the investment managementdepartment of the Group for consideration and for making the final decision. Where the Drawin Intelligent Construction Technology Group is the only bidder, the Group will compare the quotation with the market price expected to be charged or offered by other construction contractors in the city or district in which the relevant technology park being constructed is located, and where the construction timetable of the relevant technology park permits, invite price quotations from at least two other independent construction contractors for review and comparison purposes. The Group believes that the pricing of the EPC general contracting services is, in general, transparent and can be obtained through making enquiries with market participants. The tender price for provision of EPC general contracting services is also available on the government websites of the public resources trading centers. The Group will contract with the Drawin Intelligent Construction Technology Group pursuant to the Framework Agreement I if the price quoted by the Drawin Intelligent Construction Technology Group is lower than, or within the range of, that from other bidders or market price.

Pricing:

Under the EPC Service Arrangement, the contract price for EPC general contracting services to be provided by the Drawin Intelligent Construction Technology Group to the Group should be determined with reference to the estimated costs of a construction project plus a profit margin and management fee of not more than 8% of the construction costs and should not exceed RMB2,780 per square metre (inclusive of tax) in principle. Pursuant to the Framework Agreement I, the Drawin Intelligent Construction Technology Group shall not quote a contract price for EPC general contracting services higher than the market rate within the industry.

The proposed profit margin and the contract price for EPC general contracting services per square metre are set with reference to the average construction price quoted from the other market participants in 2020 and the projected level of demand for EPC general contracting services of the Group from 2021 to 2023.

Payment arrangement:

The Framework Agreement I provides that details of the payment mechanism for all fees and payments due to the Drawin Intelligent Construction Technology Group pursuant to the EPC Service Arrangement should be specified in the relevant service contracts to be entered into by the parties.

PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT II

Date: 18 March 2021 (after trading hours)

Parties: (1) the Company; and

• (2) Drawin Intelligent Construction TechnologyTerm:

For a term commencing from the approval date of the Framework Agreement II by the Independent Shareholders and ending on 31 December 2023. The Framework Agreement II may, subject to compliance with relevant laws and regulations and the Listing Rules (including Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules, if required) as well as the agreement of the parties, be extended or renewed.

Subject matters:

Pursuant to the Supply Arrangement, the Group may participate in the bidding process arranged by the Drawin Intelligent Construction Technology Group for the supply of prefabricated construction components and products. Upon selection of the Group as the contractor by the Drawin Intelligent Construction Technology Group, the Company will supply, or procure its subsidiaries to supply, prefabricated construction components and products to the Drawin Intelligent Construction Technology Group for its construction projects in accordance with the terms of the tender and relevant supply contract.

Pricing:

Pursuant to the Supply Arrangement, the integrated unit price of the prefabricated construction components and products to be supplied by the Group to the Drawin Intelligent Construction Technology Group should be the prevailing market price of each unit. In principle, the provisional unit price should not exceed RMB3,400 per cubic metre (inclusive of tax). Subject to the actual volume of the unit supplied, the final unit price may be adjusted.

The integrated unit price of the prefabricated construction components and products are set with reference to the average unit price per cubic metre of the prefabricated construction components and products quoted from the other market participants in 2020, the projected level of demand for prefabricated units from the Drawin Intelligent Construction Technology Group and other market participants from 2021 to 2023, and the estimated costs of each unit manufactured by the Group from 2021 to 2023.

Payment arrangement:

The Framework Agreement II provides that details of the payment mechanism for all fees and payments due to the Group pursuant to the Supply Arrangement should be specified in the relevant supply contracts to be entered into by the parties.

PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT III

Date: 18 March 2021 (after trading hours)

Parties: (1) the Company; and

• (2) Drawin Construction Design

Term:

For a term commencing from the approval date of the Framework Agreement III by the Independent Shareholders and ending on 31 December 2023. The Framework Agreement III may, subject to compliance with relevant laws and regulations and the Listing Rules (including Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules, if required)as well as the agreement of the parties, be extended or renewed.

Subject matters:

The technology parks of the Group which will require design services between 2021 and 2023 are located at Shandong, Chongqing, Sichuan, Hubei, Tianjin, Jiangsu, Henan, Hainan, Anhui and Yunnan.

Pursuant to the Park Design Service Arrangement, the Drawin Construction Design Group may participate in the selection or bidding process arranged by the Group for the provision of design services for the Group's technology parks in the PRC. Upon selection of the Drawin Construction Design Group as the service provider through the selection or bidding process, Drawin Construction Design will provide, or procure its subsidiaries to provide, design services to the Group in respect of the Group's technology parks in the PRC in accordance with the terms of the tender and relevant service contract.

The Group will, from time to time, select contractors for the design of its technology parks through the selection or bidding process. The Group will consider the tender proposals and compare the quotations from all bidders, including that from the Drawin Construction Design Group. During the selection process, the investment management department of the Group will conduct in-depth evaluation based on a scoring system applicable to all bidders, which will each be assessed on areas including price, credentials (including past experience and qualifications), quality of services and ability to satisfy specifications. The investment management department will then prepare a summary report and submit the same to the head of legal and risk management department of the Group and the deputy generalmanager of the investment management department of the Group for consideration and for making the final decision. Where the Drawin Construction Design Group is the only bidder, the Group will compare the quotation with the market price expected to be charged or offered by other service providers in the city or district in which the relevant technology park being constructed is located, and where the construction timetable of the relevant technology park permits, invite price quotations from at least two other independent design services providers for review and comparison purposes. The Group believes that the pricing of technology park design services is, in general, transparent and can be obtained through making enquiries with market participants. The tender price for provision of technology park design services is also available on the government website of the public resource trading centers. The Group will contract with the Drawin Construction Design Group pursuant to the Framework Agreement III if the price quoted by the Drawin Construction Design Group is lower than, or within the range of, that from other bidders or market price.

Pricing:

Under the Park Design Service Arrangement, the contract price for the design services to be provided by the Drawin Construction Design Group to the Group should be determined with reference to the estimated costs of the design services plus a profit margin and management fee of not more than 5% of the design costs and the provisional contract price should not exceed RMB25 per square metre (inclusive of tax) in principle. Subject to the actual size of the park for which the design is rendered, the final contract price may be adjusted. Pursuant to the Framework Agreement III, the Drawin Construction Design Group shall not quote a contract price for technology park design services higher than the market rate within the industry.

The proposed profit margin and the contract price for the technology park design services are set with reference to the average design service fee per square metre generally charged by the other market participants in 2020 and the projected level of demand for design service of the Group from 2021 to 2023.

Payment arrangement:

The Framework Agreement III provides that details of the payment mechanism for all fees and payments due to the Drawin Construction Design Group pursuant to the Park Design Service Arrangement should be specified in the relevant service contracts to be entered into by the parties.

PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT IV

Date: 18 March 2021 (after trading hours)

Parties: (1) the Company; and

• (2) Drawin Construction Design

Term:

For a term commencing from the approval date of the Framework Agreement IV by the Independent Shareholders and ending on 31 December 2023. The Framework Agreement IV may, subject to compliance with relevant laws and regulations and the Listing Rules (including Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules, if required) as well as the agreement of the parties, be extended or renewed.

Subject matters:

Pursuant to the PC Design Service Arrangement, the Drawin Construction Design Group may participate in the selection or bidding process arranged by the Group for provision of design services for the Group's prefabricated construction components and products. Upon selection of the Drawin Construction Design Group as the service provider through the selection or bidding process, Drawin Construction Design will provide, or procure its subsidiaries to provide, design services in respect of the prefabricated construction components and products sold by the Group in accordance with the terms of the tender and relevant service contract.

The Group will, from time to time, select contractors for the design of the Group's prefabricated construction components and products through the selection or bidding process. The Group will consider the tender proposals and compare the quotations from all bidders, including that from the Drawin Construction Design Group. During the selection process, the investment management department of the Group will conduct in-depth evaluation based on a scoring system applicable to all bidders, which will each be assessed on areas including price, credentials (including past experience and qualifications), quality of services and ability to satisfy specifications. The investment management department will then prepare a summary report and submit the same to the head of legal and risk management department of the Group and the deputy general manager of the investment management department of the Group for consideration and for making the final decision. Where the Drawin Construction Design Group is the only bidder, the Group will compare the quotation with the market price expected to be charged or offered by other service providers in the city or district in which the prefabricated construction components and products are to be supplied to the customers of the Group, and where the prefabricated construction components and products production timetable permits, invite price quotations from at least two other independent design services providers for review and comparisonpurposes. The Group believes that the pricing of product design services is, in general, transparent and can be obtained through making enquiries with market participants. The tender price for provision of product design services is also available on the government website of the public resources trading centers. The Group will contract with the Drawin Construction Design Group pursuant to the Framework Agreement IV if the price quoted by the Drawin Construction Design Group is lower than, or within the range of, that from other bidders or market price.

Pricing:

Under the PC Design Service Arrangement, the contract price for the design services in respect of the prefabricated construction components and products to be sold by the Group to third parties should be determined with reference to the estimated costs of the design services plus a profit margin and management fee of not more than 5% of the design costs and the provisional contract price should not exceed RMB70 per cubic metre (inclusive of tax) in principle. Subject to the actual volume of the prefabricated construction component and products for which the design is rendered, the final contract price may be adjusted. Pursuant to the Framework Agreement IV, the Drawin Construction Design Group shall not quote a contract price for prefabricated construction components and products design services higher than the market rate within the industry.

The proposed profit margin and the contract price of the prefabricated construction components and products design services are set with reference to the average product design services fee per cubic metre generally charged by the other market participants in 2020 and the projected level of demand for product design services of the Group from 2021 to 2023.

Payment arrangement:

The Framework Agreement IV provides that details of the payment mechanism for all fees and payments due to the Drawin Construction Design Group pursuant to the PC Design Service Arrangement should be specified in the relevant service contracts to be entered into by the parties.

THE PREVIOUS FRAMEWORK AGREEMENTS

As disclosed in the announcement of the Company dated 11 May 2020, on 11 May 2020, the Company entered into (i) the Previous Framework Agreement I with Drawin Intelligent Construction Technology in relation to the EPC service arrangement and the supply arrangement and (ii) the Previous Framework Agreement II with Drawin Construction Design in relation to the technology park design service arrangement and the prefabricated construction components and products design service arrangement.

The Company was required to set an annual cap in respect of the maximum aggregate transaction amounts under the supply arrangement over the term of the Previous Framework Agreement I and an annual cap in respect of the maximum aggregate transaction amounts under the prefabricated construction components and products design service arrangement over the term of the Previous Framework Agreement II. The actual realized transaction amounts in 2020 and the relevant annual caps are set out below:

Actual realized

Under the Previous Framework Agreements transaction amountsAnnual cap

(RMB, approximately) (RMB)

In respect of the supply arrangement in 2020, the aggregate demand from the Drawin Intelligent Construction Technology Group was approximately 56,154 cubic metres, which represented approximately 18.2% of the total prefabricated construction component and products supplied by the Group in 2020, and the average unit selling price under the supply contracts with the Drawin Intelligent Construction Technology Group was approximately RMB3,019 per cubic metre.

In respect of the prefabricated construction components and products design service arrangement in 2020, the prefabricated construction components and products of the Group which required design services was approximately 10,636 cubic metres, and the average contract price under the service contracts with the Drawin Construction Design Group was approximately RMB70 per cubic metre.

The actual realised transaction amounts in relation to the supply arrangement and the PC design service arrangement improved significantly compared to the previous year primarily because there were further investments made to the Group's technology parks and increase to their numbers under construction. Synergistically, such constructions drove the demand for prefabricated construction components and products manufactured by our Group and hence our need for prefabricated construction components and products design services, resulting in significant recoveries to the level of demand under the supply service arrangement and the prefabricated construction components and products design service arrangement.

In respect of the EPC service arrangement and the technology park design service arrangement, the actual realized transaction amounts in 2020 were approximately RMB158.00 million and RMB1.64 million, respectively.

In respect of the EPC service arrangement in 2020, the aggregate construction area of the Group was approximately 94,409 square metres, the construction area constructed by the Drawin Intelligent Construction Technology Group was approximately 67,546 square metres, and the average contract price under the service contracts with the Drawin Intelligent Construction Technology Group was approximately RMB2,549 per square metre.

In respect of the park design service arrangement, the aggregate area of the Group's technology parks which required design services was approximately 102,958 square metres, which was the same as the area designed by the Drawin Construction Design Group, and the average contract price under the service contracts with the Drawin Construction Design Group was approximately RMB16.96 per square metre.

It is expected that the Company will increase its investment in technology parks between 2021 and 2023, with an increased number of factories in production and a synergistic increase in the supply of and the design services required thereof for prefabricated construction components and products.

The Directors therefore believe that, in order to enhance the Group's competitiveness and preparedness to be awarded further mandates by the Drawin Intelligent Construction Technology Group and to secure competitive prefabricated construction component and product designs, it would be important that the Proposed Supply Arrangement Annual Cap and the Proposed PC Design Service Arrangement Annual Cap under the Framework Agreement II and the Framework Agreement IV, respectively, are set at the proposed level so that the Group may submit tenders for supply mandates and continue to produce prefabricated construction components and products of competitive designs without being limited by annual caps set at a lower level. Please see the sub-section headed ''Basis of determination'' below for details.

PROPOSED ANNUAL CAPS AND ESTIMATED TRANSACTIONS VALUES IN RESPECT OF THE TRANSACTIONS UNDER THE FRAMEWORK AGREEMENTS

Proposed Annual Caps for the Supply Arrangement and the PC Design Service Arrangement

Pursuant to Rule 14A.53 of the Listing Rules, the Company is required to set an annual cap in respect of the maximum aggregate transaction amounts under the Supply Arrangement over the term of the Framework Agreement II and the PC Design Service Arrangement over the term of the Framework Agreement IV. The Proposed Supply Arrangement Annual Cap and the Proposed PC Design Service Arrangement Annual Cap thereunder are set out below:

Proposed annual caps

The actual value of each transaction under the Supply Arrangement and the PC Design Service Arrangement will, when it is entered into, be determined according to the pricing mechanism set out in the respective Framework Agreements and the relevant supply or service contracts as described above.

Estimated transactions values under the EPC Service Arrangement and the Park Design Service Arrangement

The Company estimates that the maximum value of the transactions under the EPC Service Arrangement over the term of the Framework Agreement I and the maximum value of the transactions under the Park Design Service Arrangement over the term of the Framework Agreement III are as follow:

Estimated transaction values

The EPC Service

Arrangement

550 million

658.4 million

450 million

538.7 million

450 million

538.7 million

The Park Design Service

Arrangement

6.5 million

7.8 million

7.0 million

8.4 million

7.0 million

8.4 million

The actual value of each transaction under the EPC Service Arrangement and the Park Design Service Arrangement will, when it is entered into, be determined according to the pricing mechanism set out in the respective Framework Agreements and the relevant supply or service contracts as described above.

Basis of determination

In arriving at the Proposed Supply Arrangement Annual Cap and the Proposed PC Design Service Arrangement Annual Cap and the estimated transaction values under the EPC Service Arrangement and the Park Design Service Arrangement, the Directors have taken into consideration the following factors (as appropriate):

(i) in respect of the EPC Service Arrangement,

(a) the Group's plan to undertake the development of, as well the new and ongoing construction of 9, 9 and 9 technology parks in each of 2021, 2022 and 2023, respectively, where the aggregate construction area to be constructed is expected to be approximately 550,000 square metres. As the average expected or actual construction price in respect of EPC general contracting services to be offered by independent construction contractors to the Group is generally higher than that offered by the Drawin Intelligent Construction Technology Group, based on past experience and the Group's technology parks development and progress plan, the Company estimates that the maximum aggregate construction area to be constructed by the Drawin Intelligent Construction Technology Group in each of 2021, 2022 and 2023 will be approximately 220,000, 170,000 and 160,000 square metres, respectively; and

(b) the contract price for EPC general contracting service that may be quoted by the

Drawin Intelligent Construction Technology Group to the Group under the Framework Agreement I shall not exceed RMB2,780 per square metre (inclusive of tax).

(ii) in respect of the Supply Arrangement,

• (a) the estimation by the Company that the demand of prefabricated construction components and products from the Drawin Intelligent Construction Technology Group will be approximately 450,000 cubic metres in aggregate from 2021 to 2023, based on a recent discussion between the Company and the Drawin Intelligent Construction

  Technology Group, with a 10% buffer factored in based on past experience;

• (b) based on the above, the estimated demand from the Drawin Intelligent Construction Technology Group for prefabricated construction units from 2021 to 2023 being approximately in the range of 130,000 to 150,000 cubic metres, 140,000 to 160,000 cubic metres and 140,000 to 160,000 cubic metres, respectively;

• (c) the Group's plan to develop, construct and continue to construct 9, 9 and 9 technology parks from 2021 to 2023, respectively. The Company therefore believes that it will be in a better position to acquire greater market share in the prefabricated construction unit market in general and to fulfill the demand of the Drawin Intelligent Construction

  Technology Group of prefabricated construction units from 2021 to 2023; and

(d) the unit selling price of the prefabricated construction components that may be quoted by the Group to the Drawin Intelligent Construction Technology Group under the

Framework Agreement II shall not exceed RMB3,400 per cubic metre (inclusive of tax).

(iii) in respect of the Park Design Service Arrangement,

(a) the aggregate area of the technology parks which the Group plans to finalize their

design from 2021 to 2023 will be approximately 260,000, 270,000 and 270,000 square metres, respectively;

• (b) the contract price for the technology park design service that may be quoted by

  Drawin Construction Design Group to the Group under Framework Agreement III shall not exceed RMB25 per square metre (inclusive of tax); and

• (c) the projection by the Group that the demand for technology park design services of the Group will be fully satisfied by the Drawin Construction Design Group based on past experience, taking into account a number of factors, including the design fees offered by the Drawin Construction Design Group, the design quality of the Drawin

  Construction Design Group, the project efficiency and smooth communication between the Group and the Drawin Construction Design Group in the park design process.

(iv) in respect of the PC Design Service Arrangement,

(a) the level of demand from the Drawin Intelligent Construction Technology Group for prefabricated construction units from 2021 to 2023; and

(b) the contract price for the product design service that may be quoted by the Drawin

Construction Design Group under Framework Agreement IV shall not exceed RMB70 per cubic metre (inclusive of tax).

(v) the Company's belief that the PRC government policies will support the development of the Group's prefabricated construction unit business in the PRC. Hence, the Company expects that it will be able to acquire more mandates for prefabricated construction units from the Drawin Intelligent Construction Technology Group under the Supply Arrangement, and has therefore set the Proposed Supply Arrangement Annual Cap at the proposed level. The Company has also set the maximum transaction value of the EPC Service Arrangement at the proposed level in order to facilitate the expansion of the Company's production capacity by developing new technology parks in cities across the PRC, so as to ensure that the Company will have sufficient production capacity to fulfill any increase in demand for prefabricated construction units under such favourable government policies.

REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK AGREEMENTS

The Group has been continuously developing and constructing technology parks in major cities across the PRC and has established presence predominantly in the eastern and central regions of the PRC. From 2021 to 2023, the Group expects to continue the development in this area to meet market demand for business and technological development and requirements and to strengthen its industrialized and prefabricated construction capabilities in line with the market trends and the favorable PRC government policies. The PRC government policies are supportive of the development of the Group's prefabricated construction unit business in the PRC. As China vigorously advances the process of industrialization in the construction industry, it is a consensus in the industry that the scale of the market for prefabricated construction will expand in a rapid manner. Therefore, there will be growing market demand for prefabricated construction components. In 2019, the domestic penetration rate of prefabricated construction stood at 13.4%, which remained some distance away from achieving the targeted penetration rate of 30% in 2025 formulated by government authorities; the domestic penetration rate is expected to rise in a relatively fast manner in the next 5 years. Since 2020, the Ministry of Housing and Urban-Rural Development of the PRC, the National Development and Reform Commission of the PRC and the Ministry of Industry and Information Technology of the PRC successively published policies such as Guiding Opinions on Promoting the Coordinated Development of Intelligent Construction and Construction Industrialization 《( 關於推動智能建 造 與建築工業化協同發展的指導意見》), Certain Opinions on Accelerating the Development of New Construction Industrialization 《( 關於加 快新型建築工業化發展的若干意見》), Action Plan for Digital Transformation of Intelligent Manufacturing in Construction Materials Industry (2021-2023) 《( 建材工業智能製造 數字轉型行動計劃(2021-2023)》), Notice on the Pilot Work ofGovernment Procurement Supporting Green Construction Materials to Promote Construction Quality 《( 關於政府採購支持綠 色建材促進建築品質提升試點工作的通知》) as well as Guiding

Opinions on Accelerating the Cultivation of Construction Worker Group in the New Era 《( 關於 加 快培育新時代建築產業工人隊伍的指導意見》). Relevant supporting policies in the respect of targeted development of prefabricated construction, support for the land use, floor area ratio incentive, financial subsidies and guidance on consumption have successively been published in provinces, cities and regions such as Shanghai, Henan, Anhui, Jiangsu, and Zhejiang. Policies at each level will strongly facilitate the development of prefabricated construction, and driven by such policies prefabricated construction industry is expected to sustain a relatively high growth rate in the next 3 to 5 years. The Central Committee of the Communist Party of China has set out the following in the Fourteenth Five-year Plan on the Development of the National

Economy and Society: to develop the superiority in industry and supply chains and build on

China's strength in scalability and complementary infrastructure, and as first-movers in certain industries; to create new industry chains and transform traditional industries to become ever more high-end, smart and green, to strength legal and policy frameworks concerning the green economy by developing green finance, supporting green technological innovation, promoting cleaner methods of production and expanding the environmental protection industry, to facilitate the green transformation of key industries and areas, to promote green and low-carbon generating forms of energy use and energy efficiency and to develop green buildings. In addition, the directive issued by the Ministry of Housing and Urban-Rural Development of the PRC which requires (i) 15% or more of all newly-constructed buildings in the PRC, and (ii)

20% or more of all newly constructed buildings in certain focused regions to be constructed using prefabricated construction units, will continue to be implemented across the PRC which will help alleviate the negative impact caused by the property cooling off measure in the PRC.

The Group believes that the demand for prefabricated construction units will continue its upward trend between 2021 and 2023. In light of the favorable government policies and a growing market trend, the Company will continuously develop technology parks from 2021 to 2023 so as to enable it to meet the growing demand for prefabricated construction units and to improve the quality of its prefabricated construction units taking advantage of such PRC government policies.

The Company welcomed new controlling shareholders and directors that possess extensive financial networks and resources as well as management and industry experience in 2019, which has since reinvigorated the Board and the management and further boosted the future development of the Company.

With its principal business in real property construction and engineering business, Drawin Intelligent Construction Technology has the requisite capabilities and competencies for constructing the technology parks of the Group. Drawin Construction Design, which engages in design business, has the requisite capabilities and competencies designing the technology parks of the Group, as well as the prefabricated construction components and products of the Group. The Group may thereby leverage of the expertise of the Drawin Intelligent Construction

Technology Group and the Drawin Construction Design Group as general contractor through the

EPC Service Arrangement, the Park Design Service Arrangement and the PC Design Service Arrangement. The Group also believes that the collaboration between the Group and the DrawinIntelligent Construction Technology Group under the Supply Arrangement will enable the Group to fully realize the opportunities and the additional income stream presented by its prefabricated construction business.

The Framework Agreements set out coherent frameworks for further cooperation amongst the parties. By setting out certain key terms which the parties have agreed in-principle regarding future cooperation, including but not limited to pricing terms, the parties do not require prolonged negotiation and approval process in respect of any further cooperation each time when the parties propose to enter into specific contracts under the EPC Service Arrangement, the Supply Arrangement, the Park Design Service Arrangement and the PC Design Service

Arrangement.

The agreed terms stipulated under the Framework Agreements shall streamline the internal approval process and improve the project efficiency for further cooperation. The Group believes that the internal control measures as detailed in the sub-section headed ''Internal Control

Measures'' can ensure the fairness and reasonableness of the transactions entered into pursuant to the Framework Agreements.

The Board (excluding (i) all independent non-executive Directors, whose views will be provided after taking into account the advice of the Independent Financial Adviser, (ii) Ms. Wu Wallis (alias Li Hua), a non-executive Director and the daughter of Mr. Wu Po Sum, who indirectly holds the entire equity interest in Drawin Manufacture) is of the view that:

(i) the terms and conditions of the Framework Agreements (except in respect of the Framework Agreement IV) are on normal commercial terms which are fair and reasonable;

(ii) the Proposed Supply Arrangement Annual Cap and the estimated transaction values under the EPC Service Arrangement and the Park Design Service Arrangement are fair and reasonable; and

(iii) the Framework Agreements (except in respect of the Framework Agreement IV) and the

transactions contemplated thereunder were entered into and will be conducted in the ordinary and usual course of business of the Company and its subsidiaries, and are in the interest of the Company and the Shareholders as a whole.

The Board (including all independent non-executive Directors, but excluding Ms. Wu Wallis

(alias Li Hua), a non-executive Director and the daughter of Mr. Wu Po Sum, who indirectly holds the entire equity interest in Drawin Manufacture) is of the view that:

(i) the terms and conditions of the Framework Agreement IV are on normal commercial terms which are fair and reasonable;

(ii) the Proposed PC Design Service Arrangement Annual Cap is fair and reasonable; and

(iii) the Framework Agreement IV and the transactions contemplated thereunder were entered into and will be conducted in the ordinary and usual course of business of the Company and its subsidiaries, and are in the interest of the Company and the Shareholders as a whole.

To the best of the Directors' knowledge and belief after having made all reasonable enquiries, other than Ms. Wu Wallis (alias Li Hua) (a non-executive Director) who is the daughter of Mr. Wu Po Sum (who indirectly holds the entire equity interests in Drawin Manufacture), none of the Directors has a material interest in the Framework Agreements and the transactions contemplated thereunder. For good corporate governance purpose, Ms. Wu Wallis (alias Li Hua) had abstained from voting on the relevant Board resolutions approving the Framework Agreements and the transactions contemplated thereunder.

Internal Control Measures

The Company has adopted a number of internal control measures to safeguard the aforesaid transactions to be carried out in a fair and reasonable manner and in the interests of the Company's Shareholders as a whole.

As disclosed in the sections headed ''PRINCIPAL TERMS OF FRAMEWORK AGREEMENT I'', ''PRINCIPAL TERMS OF FRAMEWORK AGREEMENT II'', ''PRINCIPAL TERMS OF FRAMEWORK AGREEMENT III'' and ''PRINCIPAL TERMS OF FRAMEWORK AGREEMENT IV'', each time when the Group selects a contractor for the provision of EPC general contracting services, technology park design services or prefabricated construction components and products design services, the Group will consider the quotation from the Drawin Construction Design Group or the Drawin Intelligent Construction Technology Group (as applicable) and compare it with that from other bidders and the market prices expected to be charged or offered by other service providers in the city or district in which (in the case of EPC general contracting services and technology park design services) the relevant technology park being constructed is located or (in the case of product design services) the prefabricated construction components are to be supplied to customers of the Group (as applicable). During the selection process, the investment management department of the Group will conduct in depth evaluation based on a scoring system applicable to all bidders, which will each be assessed on areas including price, credentials (including past experience and qualifications), quality of services, ability to satisfy specifications and safety standard (as applicable). The investment management department will then prepare a summary report and submit the same to the head of legal and risk management department of the Group and the deputy general manager of the investment management department of the Group for consideration and for making the final decision. The Group will only contract with the Drawin Construction Design Group or the Drawin Intelligent Construction Technology Group (as applicable) under the relevant Framework Agreements if the price quoted by them is lower than, or within the range of, the market price to be charged or offered by independent third parties. As such, there is no guarantee that the Drawin Construction Design Group or the Drawin Intelligent Construction Technology Group will be selected as the contractor for the provision of the relevant services as there may be other readily available, comparable and competent contractors in the market for the Group to consider.

The Company intends to ensure ongoing compliance with such pricing policies by requiring the approval from the finance department of the Company for each proposed transaction to be entered into under the EPC Service Arrangement, the Supply Arrangement, the Park Design Service Arrangement and the PC Design Service Arrangement. This shall enable regular monitoring of the pricing terms of each transaction proposed by the Drawin Construction Design Group or the Drawin Intelligent Construction Technology Group (as applicable) under the relevant arrangements.

Furthermore, the finance department of the Company will monitor transaction volume under (i) the EPC Service Arrangement and the Park Design Service Arrangement in aggregate, (ii) the Supply Arrangement and (iii) the PC Design Service Arrangement to ensure the relevant proposed annual cap or the estimated transaction values will not be exceeded. Monthly financial statements setting out the aggregate value of the transactions under (i) the EPC Service Arrangement and the Park Design Service Arrangement, (ii) the Supply Arrangement and (iii) the PC Design Service Arrangement will be submitted to the finance department of the Company.

INFORMATION OF THE PARTIES

The Company

The Company was incorporated as an exempted company with limited liability in Bermuda, the Shares of which are listed on the Stock Exchange. It is an investment holding company with subsidiaries principally engaged in prefabricated construction business and property investment in the PRC.

Drawin Construction Design

Drawin Construction Design is a company established under the laws of the PRC with limited liability and is an indirect wholly-owned subsidiary of Drawin Manufacture. The principal business of Drawin Construction Design includes real property design and decoration and product design.

Drawin Intelligent Construction Technology

Drawin Intelligent Construction Technology is a company established under the laws of the PRC with limited liability and is a direct wholly-owned subsidiary of Drawin Manufacture. The principal business of Drawin Intelligent Construction Technology includes real property construction and decoration, installation of mechanical and electrical equipment, construction of base foundation and infrastructure.

Drawin Manufacture

Drawin Manufacture is a company established under the laws of the PRC with limited liability. As at the date of this announcement, Drawin Manufacture indirectly held approximately 63.53% of the issued Shares, thus an indirect controlling shareholder of the Company. Drawin Manufacture is also indirectly wholly-owned by Mr. Wu Po Sum, who is the father of Ms. WuWallis (alias Li Hua) (a non-executive Director). Drawin Manufacture is an investment holding company. Apart from holding equity interests in the Company, Drawin Manufacture, through its PRC subsidiaries, is principally engaged in general consultation and design of prefabricated construction business in the PRC.

LISTING RULES IMPLICATIONS

Drawin Intelligent Construction Technology and Drawin Construction Design are both wholly-owned subsidiaries of Drawin Manufacture. As at the date of this announcement, Drawin Manufacture indirectly held approximately 63.53% of the issued Shares; hence, a controlling shareholder of the Company. Drawin Manufacture is also indirectly wholly-owned by Mr. Wu Po Sum, who is the father of Ms. Wu Wallis (alias Li Hua) (a non-executive Director). Therefore, each of Drawin Manufacture, Drawin Intelligent Construction Technology and Drawin Construction Design is a connected person of the Company under the Listing Rules.

Framework Agreements

As the EPC Service Arrangement and the Park Design Service Arrangement are both capital in nature which involve different aspects in the construction of technology parks and Drawin Intelligent Construction Technology and Drawin Construction Design are either direct or indirect wholly-owned subsidiaries of Drawin Manufacture, the EPC Service Arrangement and the Park Design Service Arrangement require aggregation under Rules 14.22 and 14A.81 of the Listing Rules. As the applicable percentage ratios in respect of the estimated transaction values under the EPC Service Arrangement and the Park Design Service Arrangement under the respective Framework Agreements in aggregate exceed 5% but are less than 25% on an annual basis, the contemplated transactions under the EPC Service Arrangement and the Park Design Service Arrangement constitute (i) discloseable transactions of the Company which are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules, and (ii) connected transactions of the Company which are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the Supply Arrangement is of revenue nature in the ordinary and usual course of business of the Group and one or more of the applicable percentage ratios in respect of the Proposed Supply Arrangement Annual Cap exceed 5%, the contemplated transaction under the Supply Arrangement constitutes a continuing connected transaction which is subject to the annual review, reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Further, as all of the applicable percentage ratios in respect of the Proposed PC Design Service Arrangement Annual Cap are less than 25% and the Proposed PC Design Service Arrangement Annual Cap is less than HK$10 million, the contemplated transaction under the PC Design Service Arrangement constitutes a continuing connected transaction which is subject to the annual review, reporting and announcement requirements, but exempt from the circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

The Independent Board Committee has been established to advise the Independent Shareholders in relation to the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap). The Company has appointed Fortune Financial Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

The Company will convene the SGM for the purpose of considering and approving the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap). Shareholders with a material interest in the Framework Agreements and the transactions contemplated thereunder are required to abstain from voting on the relevant resolution(s) at the SGM. As at the date of this announcement, Mr. Wu Po Sum indirectly held approximately 72.27% of the issued Shares and ultimately owned the entire equity interest in Drawin Manufacture. Therefore, Mr. Wu Po Sum and his associates will abstain from voting on the relevant resolution(s) at the SGM.

A circular containing, among others, (i) further information on the terms of the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); (ii) the letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in connection with the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); (iii) the letter of advice from the Independent Financial Adviser containing its advice in connection with the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap); and (iv) a notice convening the SGM and the related proxy form, is currently expected to be despatched to the Shareholders on or before 30 April 2021.

If the Independent Shareholders' approval for the Framework Agreements (except in respect of the Framework Agreement IV) are not obtained at the SGM, the transactions as contemplated thereunder will not proceed. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the Shares or any other securities of the Company.

DEFINITIONS

''Drawin Construction

Design''

China Minsheng Drawin Construction Design Co., Ltd.* (中民 築友建築設計有限公司), a company established under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of Drawin Manufacture

''Drawin Construction Design

Group''

Drawin Construction Design and its subsidiaries from time to time

''Drawin Intelligent

Construction Technology''

Drawin Intelligent Construction Technology Group Co., Ltd.* (築友智造 建設科技集團有限公司) (formerly known as China Minsheng Drawin Construction Technology Group Co., Ltd. (中民築友建設科技集團有限公司)), a company established under the laws of the PRC with limited liability and a direct wholly-owned subsidiary of Drawin Manufacture

''Drawin Intelligent

Construction Technology Group''

Drawin Intelligent Construction subsidiaries from time to timeTechnologyandits

''Drawin Manufacture''

Drawin Intelligent Manufacture Technology Industry Group Limited* (築友智造 科技產業集團有限公司) (formerly known as China Minsheng Drawin Technology Industry Limited* (中 民築友科技產業有限公司)), a company established under the laws of the PRC with limited liability and an indirect controlling shareholder of the Company

''Drawin Manufacture Group

Entities''

Drawin Manufacture and its subsidiaries from time to time, but excluding the Group for the purposes of this announcement

''EPC''

engineering, procurement and construction

''EPC Service Arrangement''

the provision of EPC general contracting services by the Drawin Intelligent Construction Technology Group to the Group for the development of the Group's technology parks in the PRC as set out in the Framework Agreement I

''Framework Agreement I''

the agreement entered into between the Company and Drawin Intelligent Construction Technology on 18 March 2021 in relation to the EPC Service Arrangement

''Framework Agreement II''

the agreement entered into between the Company and Drawin Intelligent Construction Technology on 18 March 2021 in relation to the Supply Arrangement

''Framework Agreement III''

the agreement entered into between the Company and Drawin Construction Design on 18 March 2021 in relation to the Park Design Service Arrangement

''Framework Agreement IV''

the agreement entered into between the Company and Drawin Construction Design on 18 March 2021 in relation to the PC Design Service Arrangement

''Group''

''Framework Agreements''

the Framework Agreement I, the Framework Agreement II, the Framework Agreement III and the Framework Agreement IV the Company and its subsidiaries from time to time

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the People's Republic of China

''Independent Board

Committee''

an independent board committee of the Board comprising all three (3) independent non-executive Directors, namely Mr. Jiang Hongqing, Mr. Lee Chi Ming, and Mr. Ma Lishan, established to advise the Independent Shareholders in respect of the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap) and the transactions contemplated thereunder

''Independent Financial

Adviser''

Fortune Financial Capital Limited, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Framework Agreements (except in respect of the Framework Agreement IV and the Proposed PC Design Service Arrangement Annual Cap) and the transactions contemplated thereunder

''Independent Shareholders''

all Shareholders other than the Shareholders with a material interest in the Framework Agreements and the transactions contemplated thereunder

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange

''Park Design Service

Arrangement''

the provision of design services by Drawin Construction Design Group to the Group in respect of the Group's technology parks in the PRC as set out in the Framework Agreement III

''subsidiaries''

has the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

''Supply Arrangement''

the supply of prefabricated construction components and products by the Group to the Drawin Intelligent Construction Technology Group for its construction projects engaged by third party developers or contractors as set out in the Framework Agreement II

''%''

per cent

For the purpose of illustration only, amounts denominated in RMB in this announcement have been translated into HK$ at the rate of HK$1 = RMB0.83537. Such translations should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate at all.

By order of the Board

DIT Group Limited

Liu Weixing

Chairman and Executive Director

Hong Kong, 18 March 2021

As at the date of this announcement, the Board comprises Mr. Liu Weixing (Chairman), Mr. Guo Weiqiang and Ms. Wang Jing as executive Directors; Ms. Wu Wallis (alias Li Hua) and Mr. Wang Jun as non-executive Directors; Mr. Jiang Hongqing, Mr. Lee Chi Ming, and Mr. Ma Lishan as independent non-executive Directors.

* For identification purpose only