Sands China Ltd. — Proxy Solicitation & Information Statement 2021

Jun 22, 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.

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

(formerly known as ASIA PACIFIC SILK ROAD INVESTMENT COMPANY LIMITED 亞太絲路投資有限公司 ) (Incorporated in Bermuda with limited liability)

(Stock Code: 767)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘SGM’’) of Zhong Ji Longevity Science Group Limited (the ‘‘Company’’) will be held at 1/F., China Building, 29 Queen’s Road Central, Hong Kong on Friday, 9 July 2021 at 11: 00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution:

ORDINARY RESOLUTION

1. ‘‘THAT

   • (a) the Subscription Agreement dated 10 May 2021 (a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the chairman of this meeting for the purpose of identification) entered into between the Company and Mr. Yan Li (the ‘‘Subscriber’’) in relation to the subscription of 77,000,000 new ordinary shares of the Company (the ‘‘Subscription Shares’’) at the subscription price of HK$0.65 per Subscription Share, and all transactions contemplated thereunder and all other matters thereof and incidental thereto and in connection therewith, be and are hereby generally and unconditionally approved, confirmed and ratified in all respects;

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• (b) conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subscription Shares, the directors (the ‘‘Directors’’ and each a ‘‘Director’’) of the Company be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue the Subscription Shares, such Specific Mandate being in additional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company; and

• (c) any one Director be and is hereby generally and unconditionally authorised to do all such acts or things and execute and deliver all such documents, instruments and agreements which they consider necessary, desirable or expedient to give effect to the transactions contemplated by the Subscription Agreement and the allotment and issue of the Subscription Shares, and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Director, in the interests of the Company.’’

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

Hong Kong, 22 June 2021

Principal place of business in Hong Kong: Suite Nos. 01–03, 19/F., Sino Plaza 255–257 Gloucester Road Causeway Bay Hong Kong

Notes:

1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the SGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the SGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the SGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the SGM in person, the form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed certified copy of such power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the SGM or its adjournment (as the case may be).

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1. For determining the entitlement of the Members to attend and vote at the SGM, the register of members of the Company (‘‘Register of Members’’) will be closed from Tuesday, 6 July 2021 to Friday, 9 July 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the SGM, non-registered Members must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4: 30 p.m. on Monday, 5 July 2021.

2. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolution set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.95(5) of the Listing Rules.

3. Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of such joint holders so present whose name stands first in the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.

4. (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 is hoisted or a black rainstorm warning signal is expected to be in force at any time between 7: 00 a.m. and 5: 00 p.m. on the date of the SGM, the SGM will be postponed and the Members will be informed of the date, time and venue of the postponed SGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

   • (b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the SGM and where conditions permit, the SGM will be held as scheduled.

   • (c) The SGM will be held as scheduled when a tropical cyclone typhoon signal no. 3 is hoisted or an amber or red rainstorm warning signal is in force.

   • (d) After considering their own situations, the Members should decide on their own as to whether they would attend the SGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

5. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

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

Executive Directors: Mr. Yan Li (Chairman) Mr. Wang Hongxin (Chief Executive Officer) Ms. Cao Xie Qiong

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

Non-executive Director: Ms. Choi Ngai Wah

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