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Sands China Ltd. M&A Activity 2021

Oct 22, 2021

50273_rns_2021-10-22_b3e0b23b-25d8-40d6-b4f0-ebb18bd3700a.pdf

M&A Activity

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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.

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Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 767)

EXTENSION OF THE EXPIRY DATE OF THE MEMORANDUM OF UNDERSTANDING RELATING TO THE POSSIBLE ACQUISITION

This announcement is made by Zhong Ji Longevity Science Group Limited (the ‘‘Company’’) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on the Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

References are made to the announcements of the Company dated 23 February 2021, 12 April 2021 and 23 July 2021 (collectively, the ‘‘Announcements’’) in relation to, among other things, the entering into of the MOU to acquire 100% of the total shareholding interest of Asian Integrated Cell Laboratory Limited and extension of the expiry date of the MOU relating to the Possible Acquisition, respectively. Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context requires otherwise.

As disclosed in the Announcements, the MOU will expire on 23 October 2021 or upon the execution of the Final Agreement, whichever is earlier unless extended by agreement of the Purchaser and the Vendor in writing. As additional time is required to conduct due diligence and assessment on the Vendor, as such, after trading hours of the Stock Exchange on 22 October 2021, the Purchaser and the Vendor have entered into a third supplemental memorandum of understanding (the ‘‘Third Supplemental MOU’’) to further extend the expiry date of the MOU to 23 January 2022 or upon the execution of the Final Agreement, whichever is earlier unless extended by agreement of the Purchaser and the Vendor in writing.

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Save for the aforementioned, all other terms of the MOU remain unchanged and all the respective obligations, covenants and/or undertakings of the parties under the MOU shall remain in full force and effect.

The MOU (as amended by the Supplemental MOU, the Second Supplemental MOU and the Third Supplemental MOU) may or may not lead to the entering into of the Final Agreement and the Possible Acquisition may or may not be consummated. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. The Possible Acquisition, if materialise, may constitute a notifiable transaction and connected transaction for the Company under Chapter 14 and Chapter 14A of the Listing Rules. Should the Purchaser enter into the Final Agreement or decide to terminate the MOU (as amended by the Supplemental MOU, the Second Supplemental MOU and the Third Supplemental MOU) or there be any material development on the Possible Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the Listing Rules as and when appropriate.

By order of the Board Zhong Ji Longevity Science Group Limited Yan Li Chairman

Hong Kong, 22 October 2021

As at the date of this announcement, the Directors are:

Executive Directors Mr. Yan Li (Chairman) Mr. Wang Hongxin (Chief Executive Officer)

Mr. Li Xiaoshuang

Independent non-executive Directors Mr. Tam Ho Leung Simon Ms. Wang Weixia Mr. Chai Nan

Ms. Cao Xie Qiong

Non-executive Directors

Dr. He Yiwu

Ms. Choi Ngai Wah

In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.

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