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Sands China Ltd. M&A Activity 2021

Aug 13, 2021

50273_rns_2021-08-13_2040f5ee-dda1-4a80-95cc-c92c4ecb27f5.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)

VOLUNTARY ANNOUNCEMENT FRAMEWORK AGREEMENT FOR ACQUISITION OF EQUITY

This announcement is made by Zhong Ji Longevity Science Group Limited (the ‘‘Company’’) on a voluntary basis.

Reference is made to the voluntary announcement of the Company dated 13 July 2021 in relation to, among others, the Company’s intended exclusive acquisition of the wholesale rights of vaccines and antibiotics as well as the wholesale rights of western pharmaceuticals owned by East Rise Medical Channel Limited (‘‘East Rise Medical’’).

The board of directors (the ‘‘Directors’’) of the Company (the ‘‘Board’’) is pleased to announce that on 13 August 2021, the Company entered into a framework agreement for the acquisition of equity (the ‘‘Framework Agreement’’) with Mr. Ng Kam Tong (‘‘Mr. Ng’’), the sole shareholder of East Rise Medical, pursuant to which the Company intends to acquire from Mr. Ng 51% equity of East Rise Medical (the ‘‘Potential Acquisition’’).

Both parties agreed to appoint an independent valuer to conduct a professional assessment on East Rise Medical. The Company shall make a reasonably priced offer for the acquisition of equity in East Rise Medical to Mr. Ng with reference to the valuation report, so that the Company can immediately obtain the legal rights to operate the wholesale and sales of vaccines and antibiotics.

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Upon completion of the Potential Acquisition, the Company will appoint new directors and management to East Rise Medical and form and integrate its existing biologics marketing and management team to establish a global wholesale and sales network for vaccines, antibiotics and long-life biologics, particularly in the Greater China region, thereby contributing to the community of shared future for mankind.

INFORMATION ON EAST RISE MEDICAL

East Rise Medical is a pharmaceutical wholesale company established in 2016 with worldwide business presence. It has a wholesale dealer license under the Pharmacy and Poisons Ordinance (Cap. 138) and a license to deal in substances and preparations to which the Antibiotics Ordinance (Cap. 137) applies, and has the advantage of being licensed to operate vaccines legally.

REASONS FOR AND BENEFITS OF THE FRAMEWORK AGREEMENT

The Board believes that the Potential Acquisition will further improve the Group’s global footprint in longevity science, and further enhance its leading position in the longevity medicine industry chain, which will bring stable and sustainable revenue growth to the Group in the long run.

Shareholders and potential investors of the Company are reminded that the Potential Acquisition may or may not proceed. If the transaction contemplated under the Framework Agreement materializes, a further announcement will be made by the Company in accordance with the Listing Rules in due course. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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

Hong Kong, 13 August 2021

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

Executive Directors Independent non-executive Directors Mr. Yan Li (Chairman) Mr. Tam Ho Leung Simon Mr. Wang Hongxin (Chief Executive Officer) Ms. Wang Weixia Ms. Cao Xie Qiong Mr. Chai Nan

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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