DT Capital Limited — M&A Activity 2023

Mar 31, 2023

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

濁中國際控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

MAJOR AND CONNECTED TRANSACTION FURTHER EXTENSION OF LONG STOP DATE

Reference is made to the announcement of EverChina Int'l Holdings Company Limited (the "Company") dated 9 August 2022, 30 November 2022 and 31 January 2023 and the circular (the "Circular") of the Company dated 23 September 2022 in relation to, among other things, the major and connected transaction of the Company regarding the Disposal. Capitalised terms used in this announcement shall have the same meaning as those used in the Circular unless otherwise defined.

As at the date of this announcement, except the registration procedures for the transfer of the Sales Shares to Shanghai Pengxin and Mr. Jiang have not been completed, most of the conditions precedent of the Disposal Agreements have been fulfilled including (i) the confirmation from the Shanghai Stock Exchange in relation to the signing of the Disposal Agreements have been obtained; and (ii) the necessary resolution(s) by the Shareholders (other than those who are required to abstain from voting under the Listing Rules) at the GM to approve the Disposal Agreements and the transactions contemplated thereunder have been passed.

Further Extension of the Long Stop Date

As disclosed in the announcement of the Company dated 31 January 2023, the Long Stop Date was extended to 31 March 2023 or such later date as the parties may agree. As additional time is required to complete the registration procedures, the parties thereto entered into an extension letter on 31 March 2023, pursuant to which the parties agreed to further extend the Long Stop Date to 14 April 2023, or such later date as the parties may agree.

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Save for above extension of the Long Stop Date, all other terms of the Disposal Agreements shall remain unchanged and continue in full force and effect. The Company is of the view that the extension of the Long Stop Date would not have any material adverse impact on the business and performance 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, 31 March 2023

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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