DT Capital Limited — M&A Activity 2021

Nov 29, 2021

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.

EVERCHINA INT'L HOLDINGS COMPANY LIMITED

漓中國際控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

TERMINATION OF MAJOR AND CONNECTED TRANSACTIONS

Reference is made to the announcement of EverChina Int'l Holdings Company Limited (the "Company") dated 27 May 2021, the circular of the Company dated 26 July 2021 (the "Circular") and the announcement of the Company dated 1 November 2021 in relation to, among other matters, the major and connected transaction of the Company regarding the Disposal and the extension of the Long Stop Date. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning as those used in the Circular.

As set out in the Circular, Interchina Tianjin and the Purchasers entered into the Disposal Agreements on 27 May 2021 in relation to the Disposal (being disposal of the Sale Shares) at the aggregate consideration of RMB534,184,375 (equivalent to approximately HK$643,585,000). The Disposal constituted major and connected transactions of the Company which was subject to reporting, announcement and independent shareholders' approval requirements under Chapters 14 and 14A of the Listing Rules. On 3 September 2021, ordinary resolutions approving the Disposal Agreements and the transactions contemplated thereunder were passed by the Independent Shareholders at the GM. On 31 October 2021, Interchina Tianjin and each of the Purchasers entered into the extension letters to extend the Long Stop Date to 30 November 2021 (or such other date as the parties may agree in writing).

The Board would like to inform the Shareholders and investors that one of the conditions precedent to the Disposal (being the confirmation from the Shanghai Stock Exchange in relation to the signing of the Disposal Agreements) cannot be fulfilled. Interchina Tianjin and each of the Purchasers therefore entered into a termination agreement (the "Termination Agreements") on 29 November 2021 to terminate the Disposal under the Disposal Agreements with immediate effect. Pursuant to the Termination Agreements, all

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rights and obligations of Interchina Tianjin and the Purchasers under the Disposal Agreements shall cease to have effect, and neither party shall make any claims against the other party in connection with the Disposal Agreements. The Sale Shares will continue to be a financial assets at fair value through profit or loss of the Group.

The Directors consider that the termination of the Disposal by the Termination Agreements will not have material adverse effect on the financial position and operations of the Group.

By order of the Board of
EverChina Int'l Holdings Company Limited
Lam Cheung Shing, Richard
Chief Executive Officer and Executive Director

Hong Kong, 29 November 2021

As at the date of this announcement, the executive Directors are Mr. Jiang Zhaobai, Mr. Lam Cheung Shing, Richard and Mr. Chen Yi, Ethan and the independent non-executive Directors are Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward and Mr. Ng Ge Bun.

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