Sands China Ltd. — M&A Activity 2025

Sep 9, 2025

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.

ZJ

中基長壽科學

ZHONG JI LONGEVITY SCIENCE

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 4 August 2025 (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 Announcement, the MOU will expire on 2 October 2025 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 9 September 2025, the Purchaser and the Vendor have entered into a supplemental memorandum of understanding (the "Supplemental MOU") to extend the MOU from prior expiry date of 2 October 2025 to 2 December 2025 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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FURTHER INFORMATION ON THE TARGET COMPANY

Based on the information further provided by the Vendor, the Target Company were contractually in collaboration with Bright Cells Inc (the “Bright Cells”) of California in United State, to conduct clinical research on stem cells approved by the United State FDA. Bright Cells is a biotechnology company engaged in the research and development of stem cell pharmaceuticals in the United States. It is currently conducting multiple FDA-approved clinical studies on stem cell-based drugs.

These vendor parties shall work together to conduct FDA clinical trials of above-mentioned mesenchymal stem cells for the treatment of aging-related frailty and mesenchymal stem cells for the treatment of premature ovarian failure in the United States, Hong Kong, Macau, Taiwan, Dubai, Malaysia, Cambodia and other countries and regions to promote the commercial development of cell therapy technology and enable more people to achieve good health.

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) 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) 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 and Executive Director

Hong Kong, 9 September 2025

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

Executive Directors
Mr. Yan Li (Chairman)
Mr. Yan Yifan (Chief Executive Officer)
Mr. Li Xiaoshuang
Ms. Cao Xie Qiong

Independent Non-executive Directors
Mr. Lee See Barry
Mr. Huang Jiang
Prof. Huang Cibo

Non-executive Directors
Dr. He Yiwu
Mr. Lyu Changshang

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

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