Leading Group, an Insurance Channel Specialist in China, to be Publicly Listed through a Merger with Healthcare AI Acquisition Corp. (NASDAQ: HAIA)

NEW YORK, Aug. 15, 2024 — Leading Group Limited ("LEADING"), a licensed digital insurance broker operating in the Insurance Services segment in China as an Insurance Channel Specialist, and Healthcare AI Acquisition Corp. ("HAIA") (NASDAQ: HAIA), a publicly-traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement") where HAIA and LEADING will enter a series of merger transactions (the "Proposed Transaction") resulting in LEADING as the surviving entity of the combined entity (the "Combined Company"). Upon consummation of the merger, the parties intend to list the Combined Company on the Nasdaq Stock Market ("Nasdaq"). The Combined Company will continue to be led by LEADING's experienced senior management team.

LEADING's digital insurance brokerage license and integrated marketing services helps insurance carriers to target and acquire customers at greater scale to achieve enhanced premium sales growth. The services provided by LEADING provides insurance carriers with sales channel visibility and development whilst enabling individuals and corporate policy holders to have the benefit of tailored solutions.

Management Commentary

"The HAIA team has worked diligently with LEADING to agree on the terms of the Proposed Transaction. We are excited about the contemplated Nasdaq listing which will provide LEADING with a platform for growth capital and investor participation in one of the world's largest evolving insurance markets," said Mr. Ross Benson, the Chairman of LEADING. "LEADING has an online pedigree with a strong partner and sales channel network. As a B2B participant in the insurance services market, the China market provides a landscape with significant growth potential."

"We are proud to be a partner of LEADING. The signing of the Business Combination Agreement represents a positive step forward" said Mr. Jiande Chen, the Chief Executive Officer and Chairman of HAIA. "We believe that LEADING is well positioned to grow as an Insurance Channel Specialist by providing digital insurance brokerage and tailored solutions to its business partners. We are delighted to support LEADING in its transition to a public company. We are encouraged by the dedication of the LEADING senior management team to achieve a successful transaction and to their commitment in growing the business in what we believe is a rapidly expanding China market for Insurance Services."

Transaction Overview

The Proposed Transaction values LEADING at approximately US$430 million. HAIA and LEADING intend to raise an additional private placement financing of $50 million ("Additional Financing"). Upon closing of the Proposed Transaction, LEADING's shareholders will retain a majority of the outstanding shares of the Combined Company and LEADING will designate a majority of the directors for the Combined Company board of directors.

LEADING expects to use the proceeds from the Proposed Transaction to accelerate the organic growth trajectory of the business in the China market.

The Proposed Transaction, which has been unanimously approved by the boards of directors of both LEADING and HAIA, is expected to be completed in the fourth quarter of 2024, subject to, among other things, approval by the shareholders of LEADING and HAIA, and the satisfaction (or waiver, as applicable) of the other customary closing conditions, including the receipt of certain regulatory approvals.

Additional information about the Proposed Transaction, including a copy of the Business Combination Agreement, will be filed by HAIA on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").

Advisors

Loeb & Loeb LLP is serving as legal counsel to HAIA. King & Wood Mallesons is serving as the PRC legal counsel to HAIA. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal advisor to HAIA.

Hogan Lovells is serving as international legal advisor to LEADING. Jincheng Tongda & Neal Law Firm is serving as the PRC legal counsel to LEADING. Harney Westwood & Riegels is serving as Cayman Islands legal advisor to LEADNG.

About LEADING

LEADING is an insurance channel specialist operating in the China insurance services segment. LEADING's online insurance brokerage service supplemented with integrated marketing services helps insurance carriers target and acquire customers at greater scale which results in increased premium sales. LEADING's value proposition also provides channel partners the ability to expand their value proposition whilst providing professional risk management for individual and corporate policyholders.

About HAIA

HAIA is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Additional Information and Where to Find It

In connection with the Proposed Transaction, a registration statement on Form F-4 (the "Registration Statement") will be filed with the SEC, which will include a preliminary proxy statement/prospectus of HAIA (a "Proxy Statement/Prospectus"). After the Registration Statement is filed and declared effective, a definitive Proxy Statement/Prospectus will be mailed to HAIA's shareholders as of a record date to be established for voting on the Business Combination, in connection with HAIA's solicitation for proxies for the vote by HAIA's shareholders in connection with the Proposed Transaction and the other matters as described in the therein.

Before making any voting or other investment decisions, securityholders of HAIA and other interested persons are advised to read, when available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus and any other documents filed in connection with the Proposed Transaction, as these materials will contain important information about HAIA, LEADING, the Combined Company and the Proposed Transaction. Shareholders may also obtain a copy of the preliminary and definitive Proxy Statement/Prospectus to be included in the Registration Statement, once available, as well as other documents filed with the SEC regarding the Proposed Transaction and other documents filed with the SEC, without charge, at the SEC's website located at www.sec.gov.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.