Top Wealth Group Holding Enters Into Legally-Binding MOU With Jilin Xiuzheng For Proposed Injection Of Animal-Related Pharmaceutical Products, Foods And Supplements Business

Top Wealth Group Holding Limited (NASDAQ:TWG) ("Top Wealth" or the "Company"), today announced that it has entered into a legally-binding memorandum of understanding (the "MOU") with Jilin Xiuzheng Agriculture and Animal Husbandry Technology Co., Ltd. ("Jilin Xiuzheng"), a member of leading Chinese Pharmaceutical Group Xiuzheng Group, for a proposed injection of animal-related (including pets and livestocks) pharmaceutical products, foods and supplements business.

Jilin Xiuzheng is a member of Xiuzheng Group, specializing in the development and operation of animal-related (including pets and livestocks) pharmaceutical products, foods and supplements, and other related products ("Subject Business"). Xiuzheng Group is a leading private Chinese pharmaceutical group specializing on the production of traditional Chinese medicines, chemical pharmaceuticals, biopharmaceuticals and standardized cultivation of medicinal herbs. According to All-China Federation of Industry and Commerce, in 2024, Xiuzheng Group achieved sales revenue of RMB67.7 billion, and is ranked among the Top 500 Chinese Private Enterprises and Top 500 Chinese Private Manufacturing Enterprises. According to the lists, Xiuzheng Group is the second largest privately-owned pharmaceutical group by revenue in China. The "Xiuzheng" brand is highly recognized within China's pharmaceutical sector.

Pursuant to the MOU, Jilin Xiuzheng proposed to inject the Subject Business, and the related trademarks and copyrights, manufacturing facilities, and the usage right of Xiuzheng Group's distribution channels in China, into the Company in return for new shares constituting majority control and voting power of the Company. Following the transaction, Jilin Xiuzheng will have power to nominate directors to represent its interests in the board of the Company and appoint senior management members. The injected business will be managed by Jilin Xiuzheng's management team while the existing caviar business of the Company will continue to be managed by the existing management team of the Company. The MOU is effective for a period of 120 days from the date of the MOU subject to extension as agreed between the parties. During the effective period of the MOU, the Company will conduct due diligence and valuation on the Subject Business and targets to enter into a definitive agreement with Jilin Xiuzheng in relation to the asset injection.