Entry Into Material Definitive Agreements

On July 17, 2023, Fresh2 Group Limited (the "Company" or the "Registrant") and its subsidiary Fresh2 Technology Inc. ("Fresh2 Technology") entered into a definitive Share Purchase Agreement with Immensus LLC, Zero2First Capital Limited, Future Capital Tech Pte. Ltd (Singapore), River Hill China Capital Ltd (collectively, the "Sellers") and Roxe Holding Inc ("Roxe") under which Fresh2 Technology purchased 51% of the common stock of Roxe (the "Roxe Shares"). As consideration for the purchase of the Roxe Shares, the Company issued an aggregate of 110,476,291 Class A Ordinary Shares of the Company to the Sellers, based on Roxe's valuation of $60 million and the average trading price of the Company's ADSs for the prior 90 trading days (each ADS represents 20 Class A Ordinary Shares). The closing took place simultaneously with the execution of the Share Purchase Agreement.

Roxe is a blockchain infrastructure company that provides online payment solutions. Through its wholly owned subsidiary Yiit Inc., Roxe also provides innovative food delivery services.

The Company's CEO Mr Haohan Xu was a significant shareholder of Roxe. As such, the board of directors of the Company formed a special committee, consisting of the Company's independent directors, to evaluate this business opportunity. The transaction was unanimously approved by the special committee and the board of directors. As a result of this transaction, Mr. Xu now holds 71,774,679 Class A Ordinary Shares of the Company, or 24.6 % of the issued and outstanding shares.

Exhibit Description
10.1 Share Purchase Agreement dated July 17, 2023.

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AnPac Bio-Medical Science Co. Ltd. published this content on 21 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2023 05:34:53 UTC.