Tutong (02665): Completion of special purpose acquisition company merger and acquisition transaction.

TechStar (02665) announced that as the delivery conditions under the business merger agreement (further supplemented on September 25, 2025, and November 6, 2025) have been met, the delivery was completed on the morning of December 10, 2025 at 9:00 am (Hong Kong time) (effective time). The TechStar merger plan has been signed and filed with the Director of the Cayman Islands registry, and a merger certificate was issued by the Director of the Cayman Islands registry on December 10, 2025. Upon effectiveness, Merger Sub merged with TechStar, after which Merger Sub ceased to exist independently, while TechStar continued as the surviving entity and became a direct wholly-owned subsidiary of the successor company. All assets, rights, privileges, agreements, powers and franchises, debts, liabilities, responsibilities, and obligations of Merger Sub and TechStar will become the assets, rights, privileges, agreements, powers and franchises, debts, liabilities, responsibilities, and obligations of the surviving entity TechStar. The only common stock issued and outstanding by Merger Sub has automatically converted into one share of common stock with a par value of 0.01 US dollars issued by the surviving entity TechStar in the name of the successor company. Upon effectiveness: (a) Pursuant to the business merger agreement: Immediately before the effective time, each issued and outstanding share of the target company's preferred stock (except for the target company's preferred stock designated as Series A preferred stock) converted into one share of the target company's common stock on a 1:1 basis according to the target company's detailed rules; and each issued and outstanding share of the target company's preferred stock designated as Series A preferred stock converted into 3.57929 shares of the target company's common stock on a 1:3.57929 basis according to the target company's detailed rules (target company stock conversion); The target company distributed and issued to all target company shareholders listed on the target company's share register immediately before the effective time and after completing the target company stock conversion, the number of fully-paid target company shares in proportion to the par value in order to capitalize any portion or all of the amount recorded in the target company's share premium account at that time (capitalization issuance), so that the target company's share capital (based on outstanding shares) immediately following the capitalization issuance would include 1.17 billion shares of target company common stock; Each target company purchase right and restricted share unit not exercised as of the effective time will continue to represent rights to purchase target company common stock and restricted share units covering target company common stock automatically and without any action required by any holder or beneficiary of the target company purchase rights or restricted share units, subject to substantially similar terms and conditions as applied immediately preceding the effective time of the capitalization issuance, except for adjustments mandated by the capitalization issuance; (b) Pursuant to the PIPE Investment Agreement, 55.13 million shares of the successor company were issued to PIPE investors; (c) Pursuant to the business merger agreement, 11.605 million shares of the successor company were issued to TechStar shareholders who did not redeem their shares; (d) Pursuant to the business merger agreement, 25 million shares of the successor company were issued to the promoter; (e) Pursuant to a stock subscription agreement entered into between the Company, TechStar, and Nio Nextev Limited, 28.6721 million shares of the successor company were issued to Nio Nextev Limited, under terms substantially similar to the PIPE Investment Agreement; (f) Pursuant to a placement agreement, 8.4095 million shares of the successor company were issued to underwriters of the approved equity financing; (g) Pursuant to the business merger agreement, 50.05 million shares of the successor company's listing rights were issued to TechStar warrants holders according to the terms and conditions set out in the successor company's listing rights documentation; and (h) Pursuant to the business merger agreement, 40 million shares of the successor company were issued to the promoters' warrants holders in accordance with the terms and conditions set out in the promoters' warrants agreement. After the delivery completion, shares of the successor company and the successor company's listing rights commenced trading on the Main Board of the Stock Exchange of Hong Kong on Wednesday, December 10, 2025 at 9:00 am. Shares of the successor company are traded in lots of 500 shares, with stock code 2665, English abbreviation "SEYOND", and Chinese abbreviation "". Listing rights of the successor company are traded in lots of 11,000 units, with code 2673, English abbreviation "SEYOND W30", and Chinese abbreviation "".