Jiashili Group Limited — Capital/Financing Update 2021

Dec 28, 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.

嘉士利集團有限公司

Jiashili Group Limited

==> picture [114 x 52] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1285)

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE EQUITY INTEREST IN GUANGDONG KANGLI FOOD COMPANY LIMITED*

References are respectively made to the Company’s announcement dated 10 May 2021, circular dated 11 June 2021 (the “ Circular ”) and announcement dated 30 September 2021 in relation to the Acquisition. Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Circular.

The Board announced that on 28 December 2021 (after trading hours), the Vendor, the Purchaser and the Target Company entered into the second supplemental agreement (the “ Second Supplemental Agreement ”) to extend the Long Stop Date of the Acquisition from 31 December 2021 to 30 September 2022 (or any later date as agreed by the Parties), as additional time is required for completion and registration of the transfer of the Lands from the Vendor and/or Zhongchen to the Target Company, which is one of the conditions precedent as set out in the Equity Transfer Agreement. Furthermore, the Prepayment has not been paid by the Purchaser as at the date of this announcement.

The terms of the Second Supplemental Agreement have been arrived at after arm’s length negotiations between the Parties. The Directors are of the view that the terms and conditions of the Second Supplemental Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Save and except for the aforesaid amendment, all other terms and conditions of the Equity Transfer Agreement shall remain unchanged and the Equity Transfer Agreement shall remain in full force and effect.

– 1 –

The Acquisition is subject to the satisfaction or waiver (as the case may be) of the conditions precedent as set out in the Equity Transfer Agreement and may or may not proceed to Completion. Shareholders and potential investors should exercise caution when dealing in the Shares.

In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of names or any descriptions in Chinese which are marked with “*” is for identification purpose only.

By Order of the Board Jiashili Group Limited Tan Chaojun Executive Director

Hong Kong, 28 December 2021

As at the date of this announcement, the Board comprises Mr. Huang Xianming, Mr. Tan Chaojun, Mr. Chen Songhuan, Mr. Liu Shouping as executive Directors; Mr. Kam Robert, Ms. Ho Man Kay, and Mr. Ma Xiaoqiang as independent non-executive Directors.

– 2 –