Sands China Ltd. — Proxy Solicitation & Information Statement 2021

Jan 5, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Pacific Silk Road Investment Company Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSED CHANGE OF COMPANY NAME,

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS, RE-ELECTION OF DIRECTORS AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the Special General Meeting to be held at 10: 30 a.m. on Friday, 29 January 2021 at 1/F., China Building, 29 Queen’s Road Central, Hong Kong is set out on pages 11 to 13 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE SGM

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the SGM, including:

• . compulsory body temperature checks and health declarations

• . compulsory wearing of surgical face masks

• . no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company encourages attendees to wear surgical face masks and reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the SGM as an alternative to attending the SGM in person.

5 January 2021

CONTENTS

	Page
Precautionary Measures for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Consequential Amendments to the Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

PRECAUTIONARY MEASURES FOR THE SGM

The health of the Shareholders, staff and stakeholders is of paramount importance to the Company. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the SGM to protect attending shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) Each attendee must wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served or arranged to be taken away, and there will be no corporate gift.

• (iv) Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the SGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In the interest of all stakeholders’ health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the SGM instead of attending the SGM in person, by completing and returning the form of proxy attached to this circular.

If any Shareholder chooses not to attend the SGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to our principal place of business in Hong Kong or to our email at pphlhk@pphl.com.hk.

If any shareholder has any question relating to the SGM, please contact Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong as follows: Computershare Hong Kong Investor Services Limited 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

Email: hkinfo@computershare.com.hk Tel: (852) 28628555

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Board’’ the board of directors of the Company ‘‘Bye-laws’’ the bye-laws of the Company as amended, modified or otherwise supplemented from time to time

• ‘‘Company’’ Asia Pacific Silk Road Investment Company Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 767)

• ‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable 31 December 2020, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Proposed Change of the proposed change of the primary name of the Company from Company Name’’ ‘‘Asia Pacific Silk Road Investment Company Limited’’ to ‘‘Zhong Ji Longevity Science Group Limited’’ and the proposed adoption of ‘‘中基長壽科學集團有限公司’’ as the secondary name of the Company in place of its existing Chinese name, ‘‘亞太絲路 投資有限公司’’

• ‘‘Proposed the proposed amendments to the Bye-laws for the purpose of Consequential reflecting the Proposed Change of Company Name Amendments to the Bye-laws’’

• ‘‘Share(s)’’ ordinary shares of HK$0.001 each in the share capital of the Company

• ‘‘Shareholder(s)’’

holder(s) of the Share(s)

• ‘‘Special General Meeting’’ or ‘‘SGM’’

• the special general meeting of the Company to be held at 10: 30 a.m. on Friday, 29 January 2021 at 1/F., China Building, 29 Queen’s Road Central, Hong Kong for the purpose of considering and, if thought fit, approving the resolutions proposed in this circular, or any adjournment thereof

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Yan Li (Chairman) Mr. Yeung Siu Keung Ms. Cao Xie Qiong

Non-executive Directors: Ms. Yu Yang Ms. Choi Ngai Wah

Independent Non-executive Directors: Mr. Chan Wai Dune Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung) Mr. To Langa Samuelson

Registered office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Principal place of business in Hong Kong: Office A, 3/F., Man Lok Building No. 93 Bonham Strand Hong Kong

5 January 2021

To the Shareholders and, for information only, the holder of the convertible notes of the Company

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME,

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS, RE-ELECTION OF DIRECTORS AND NOTICE OF SGM

INTRODUCTION

Reference is made to the announcement of the Company dated 11 December 2020 in relation to, among others, the Proposed Change of Company Name and the Proposed Consequential Amendments to the Bye-laws.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with the information on the resolutions to be proposed at the SGM regarding the Proposed Change of Company Name; the Proposed Consequential Amendments to the Bye-laws; the re-election of Directors; and give you the notice of the SGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the primary name of the Company from ‘‘Asia Pacific Silk Road Investment Company Limited’’ to ‘‘Zhong Ji Longevity Science Group Limited’’ and adopt ‘‘中基長壽科學集團有限公司’’ as the secondary name of the Company in place of its existing Chinese name, ‘‘亞太絲路投資有限公司’’. The Proposed Change of Company Name is subject to the approval of the Shareholders by way of special resolution and the approval of the Registrar of Companies in Bermuda.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will better reflect the future business plans and development of the Company and its subsidiaries. The Board believes that the new name can provide the Company with a more relevant and distinctive corporate identity which will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the existing Shareholders. Upon the Proposed Change of Company Name becoming effective, all existing share certificates in issue bearing the present name of the Company shall continue to be evidence of title to such shares and valid for delivery, trading and settlement purposes. There will not be any arrangement for the free exchange of existing share certificates for new share certificates bearing the new company name of the Company. Once the Proposed Change of Company Name becomes effective, new share certificates will be issued under the new name of the Company.

The Company intends to change its English and Chinese stock short names upon the Proposed Change of Company Name becoming effective. Further announcement on the change of names and stock short names of the Company will be made once the New Proposed Change of Company Name has become effective and the proposed change of English and Chinese stock short names has been approved by the Stock Exchange.

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LETTER FROM THE BOARD

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS

The Board proposes to seek the approval of the Shareholders at the SGM for the amendments to the existing Bye-laws to reflect the Proposed Change of Company Name. A summary of the proposed amendments to the existing Bye-laws is set out as follows:

• (a) Bye-law 1(A)

By deleting the existing definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’ in Bye-law 1(A) in its entirety and substituting therefor the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:

‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean ‘‘Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司’’ incorporated in Bermuda on the 9[th] day of May 1994;’’

Shareholders are advised that the Bye-laws are available only in English and the Chinese translation of the Proposed Consequential Amendments to the Bye-laws provided in the notice of SGM is for reference only. In case of any inconsistency, the English version shall prevail.

Conditions of The Proposed Change of Company Name and The Proposed Consequential Amendments to The Bye-laws

The Proposed Change of Company Name and the Proposed Consequential Amendments to the Bye-laws are subject to the following conditions:

• (i) the passing of special resolutions by the Shareholders at the SGM to approve the Proposed Change of Company Name and the Proposed Consequential Amendments to the Bye-laws; and

• (ii) the grant of approval for the Proposed Change of Company Name by the Registrar of Companies in Bermuda.

Upon satisfaction of the above conditions, the Proposed Change of Company Name will become effective on the date on which the Registrar of Companies in Bermuda enters the new primary and secondary names of the Company in the register of companies. Upon the Proposed Change of Company Name becoming effective, the Company will comply with all necessary filing procedures in Hong Kong Companies Registry.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to A.4.2 of the Appendix 14 to the Listing Rules, all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment. Accordingly, Mr. Yan Li, who was appointed by the Board on 13 November 2020 to fill up the casual vacancy arising from the resignation of an executive Director; Mr. Chan Wai Dune and Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung), who were appointed by the Board on 31 December 2020 to fill up the casual vacancy arising from the resignation of independent non-executive Directors, both of them will retire from office and offer themselves for re-election at the SGM.

Mr. Yan Li

Mr. Yan, aged 49, currently the Chairman of the Board, an executive Director and the chairman of the nomination committee of the Board. He received the award of International Honorary Fellow of Greenville University in the United States in 2020 was the vice president of Shenzhen Non-Governmental Organization Federation and vice president of Shenzhen General Chamber of Commerce. Mr. Yan has over 8 years’ experience in the management and administration in the fields of advanced medical and biological technology. In 2014, he founded Zhong Ji 1 International Medical Group (HK) Ltd. (‘‘HK Zhong Ji 1’’) and is currently a director and the chief executive officer of HK Zhong Ji 1. HK Zhong Ji 1 is dedicated to integrate leading resources about the health of knee joint around the globe and establish the world’s leading international advanced medical transformation platform through cell testing, cell storage and enhancement, cell and gene therapies and the research and development, transformation and sale of biotechnology products. The Asian Integrated Cell Laboratory under HK Zhong Ji 1 is the world’s leading autoimmune cell bank. Currently, Mr. Yan is also a director of a Company’s subsidiary.

As at the Latest Practicable Date, Mr. Yan holds, through his wholly-and beneficially-owned company, 90.76% shareholding interest in HK Zhong Ji 1, which in turn holds convertible notes issued by the Company in a principal amount of HK$1,840,000,000, the conversion rights of which, if exercised in full, are convertible into 9,200,000,000 Shares. Save as disclosed in this circular, Mr. Yan has confirmed that he (i) does not have any relationship with any Director, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company; (ii) does not have, and is not deemed to have, any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) does not hold any other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) does not hold any other positions in the Group.

Pursuant to the appointment letter between the Company and Mr. Yan, Mr. Yan was not appointed for a specific or proposed term, and his appointment is subject to retirement by rotation and re-election (if applicable) at the annual general meeting at least once every three years in accordance with the Bye-laws and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. He is entitled to receive a director’s fee of HK$50,000 per

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LETTER FROM THE BOARD

month, which is determined by the remuneration committee of the Company, and is subject to annual review with reference to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Company.

Save as disclosed in this circular, to the best knowledge, information and belief of our Directors having made all reasonable enquiries, there was no other matters with respect to Mr. Yan that needs to be brought to the attention of the Shareholders and there was no information relating to Mr. Yan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.

Mr. Chan Wai Dune

Mr. Chan, aged 68, currently an independent non-executive Director and the chairman of each of the audit committee and the remuneration committee and a member of the nomination committee of the Board. He is the chairman and chief executive officer of Crowe (HK) CPA Limited. He has over 39 years of experience in the finance sector, particularly in the areas of auditing and taxation. Mr. Chan is a certified public accountant and is a fellow member of each of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’) and the Taxation Institute of Hong Kong. He is also an associate chartered accountant of The Institute of Chartered Accountants in England and Wales. Mr. Chan is currently serving various public positions such as the executive vice chairman of the Hong Kong Federation of Guangzhou Associations and a member and a standing committee member of CPPCC of the Guangzhou Municipal Committee.

Mr. Chan was a member of the Selection Committee for the establishment of the First Government of the Hong Kong Special Administrative Region. Mr. Chan was a non-executive director of the following company. As confirmed by Mr. Chan, as far as he is aware, the dissolution of the company mentioned below has not resulted in any liability or obligation being imposed against him.

		Nature of
Name of	Place of	business before	Date of
Company	incorporation	dissolution	dissolution	Reasons for dissolution
Pickquick Plc.	The United	Production and	9 May 2004	Creditors’ voluntary liquidation
	Kingdom	sale of golf		as the company failed to pay a
		products		claim in the amount of
				approximately GBP903,199

HKICPA reprimanded Mr. Chan and CCIF CPA Limited (‘‘CCIF’’) on February 2, 2010 and imposed a penalty of HK$40,000 due to their breach of a professional standard issued by the HKICPA in relation to the preparation of the audited financial statements of a listed company in Hong Kong for the year ended 31 July 2004. Mr. Chan was the then managing director of CCIF.

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LETTER FROM THE BOARD

The reprimand was not related to Mr. Chan’s integrity but the internal procedures of handling the audit procedure of CCIF where Mr. Chan had to assume some responsibilities as being the managing director of CCIF and responsible for signing the relevant auditors’ report. Mr. Chan was not suspended for the issue of practicing certificates by the HKICPA.

Mr. Chan is an independent non-executive director, the chairman of the audit committee, a member of each of the nomination committee and remuneration committee of Wai Chun Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1013); and an independent non-executive director and the chairman of audit committee of Tianjin Tianbao Energy Co., Ltd., a company listed on the Man Board of the Stock Exchange (stock code: 1671).

Based on the above information and his past performance, the Board (including all Directors but excluding Mr. Chan) is of the view that with his professional knowledge and experience, Mr. Chan is considered to be fit and proper to act as an independent non-executive Director.

As at the Latest Practicable Date, Mr. Chan has confirmed that he (i) does not have any relationship with any Director, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company; (ii) does not have, and is not deemed to have, any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) does not hold any other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) does not hold any other positions in the Group.

Mr. Chan has entered into an appointment letter with the Company with an initial term of two years. Mr. Chan is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Bye-laws and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. He is entitled to receive a director’s fee of HK$20,000 per month, which is determined by the Board, subject to annual review with reference to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Company.

Save as disclosed in this circular, to the best knowledge, information and belief of our Directors having made all reasonable enquiries, there was no other matters with respect to Mr. Chan that needs to be brought to the attention of the Shareholders and there was no information relating to Mr. Chan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.

Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung)

Mr. Mak, aged 71, currently an independent non-executive Director and a member of each of the audit committee, remuneration committee and nomination committee of the Board. He graduated from the University of Hong Kong in 1973 with a bachelor’s degree in arts. After his graduation, Mr. Mak joined Wen Wei Po in Hong Kong as a reporter and was the Bureau Chief of the European Bureau of Wen Wei Po in London from 1981 to 1985. He and his partners jointly established Hong Kong Economic Times in 1988 and acted as

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LETTER FROM THE BOARD

the managing director and an executive director of Hong Kong Economic Times Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 423), from April 2005 to April 2020. He was also the publisher of the Hong Kong Economic Times and Sky Post published by Hong Kong Economic Times Holdings Limited. Mr. Mak was elected as one of the Ten Outstanding Young Persons of Hong Kong in 1988 and won the Outstanding Entrepreneurship Award granted by Enterprise Asia in 2012. He was an honorary advisor of Hong Kong Institute of Marketing from 2014 to 2018 and has been appointed as an advisor of Hong Kong Association of Media Veterans since 2011. Mr. Mak was an adjunct professor of the School of Journalism and Communication, the Chinese University of Hong Kong and the School of Communication, Hong Kong Baptist University, respectively.

As at the Latest Practicable Date, Mr. Mak has confirmed that he (i) does not have any relationship with any Director, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company; (ii) does not have, and is not deemed to have, any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) does not hold any other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) does not hold any other positions in the Group. Mr. Mak has entered into an appointment letter with the Company for an initial term of 2 years. Mr. Mak is subject to retirement by rotation and re-election (if applicable) at the annual general meeting at least once every three years in accordance with the bye-laws of the Company and the Corporate Governance Code set out in Appendix 14 to the Listing Rules. He is entitled to receive a director’s fee of HK$20,000 per month, which is determined by the Board, and is subject to annual review with reference to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Company.

Save as disclosed in this circular, to the best knowledge, information and belief of our Directors having made all reasonable enquiries, there was no other matters with respect to Mr. Mak that needs to be brought to the attention of the Shareholders and there was no information relating to Mr. Mak that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.

SPECIAL GENERAL MEETING

The Company will convene the SGM at 10: 30 a.m. on Friday, 29 January 2021 at 1/F., China Building, 29 Queen’s Road Central, Hong Kong at which resolutions will be proposed for the purpose of considering and, if thought fit, approving the resolutions set out in the notice of SGM as set out on pages 11 to 13 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders to be taken at the SGM shall be taken by poll. An announcement of the poll results will be made by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use in connection with the SGM is enclosed herewith. Whether or not you intend to attend and vote at the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM (i.e. not later than 27 January 2021 at 10: 30 a.m.). The completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 26 January 2021 to Friday, 29 January 2021, both dates inclusive, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the SGM. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the office of the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than Monday, 25 January 2021 at 4: 30 p.m..

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information on the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name, the Proposed Consequential Amendments to the Bye-laws and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the above resolutions to be proposed at the SGM.

By Order of the Board

Asia Pacific Silk Road Investment Company Limited Yan Li Chairman

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NOTICE OF SGM

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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 IS HEREBY GIVEN that the special general meeting (the ‘‘SGM’’) of Asia Pacific Silk Road Investment Company Limited (the ‘‘Company’’) will be held at 10: 30 a.m. on Friday, 29 January 2021 at 1/F., China Building, 29 Queen’s Road Central, Hong Kong for the following purposes:

SPECIAL RESOLUTIONS

1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT

• (i) subject to and conditional upon the approval of the proposed new name of the Company by the Registrar of Companies in Bermuda, the primary name of the Company be changed from ‘‘Asia Pacific Silk Road Investment Company Limited’’ to ‘‘Zhong Ji Longevity Science Group Limited’’, and ‘‘中 基長壽科學集團有限公司’’ be adopted as the secondary name of the Company in place of its existing Chinese name, ‘‘亞太絲路投資有限公司’’ (the ‘‘Proposed Change of Company Name’’); and

• (ii) any Director and the company secretary of the Company, acting collectively and individually, be and are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps, for and on behalf of the Company, as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement the Proposed Change of Company Name.’’

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NOTICE OF SGM

1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT, subject to and forthwith upon the Proposed Change of Company Name taking effect, the bye-laws of the Company (the ‘‘Bye-laws’’) be and are hereby amended as follows:

• (a) Bye-law 1(A)

By deleting the existing definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’ in Bye-law 1(A) in its entirety and substituting therefor the following new definition of ‘‘‘‘the Company’’ or ‘‘this Company’’’’:

‘‘‘‘the Company’’ or ‘‘this Company’’ shall mean ‘‘Zhong Ji Longevity Science Group Limited 中基長壽科學集團有限公司’’ incorporated in Bermuda on the 9[th] day of May 1994;’’.’’

ORDINARY RESOLUTIONS

1. ‘‘THAT Mr. Yan Li be re-elected as a director of the Company.’’

2. ‘‘THAT Mr. Chan Wai Dune be re-elected as a director of the Company.’’

3. ‘‘THAT Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung) be re-elected as a director of the Company.’’

By Order of the Board Asia Pacific Silk Road Investment Company Limited Yan Li

Chairman

5 January 2021

Registered office: Principal place of Victoria Place, 5th Floor business in Hong Kong: 31 Victoria Street Office A, 3/F., Man Lok Building Hamilton HM 10 No. 93 Bonham Strand Bermuda 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.

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NOTICE OF SGM

1. 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 17M 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).

2. 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, 26 January 2021 to Friday, 29 January 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 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, 25 January 2021.

3. 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.

4. 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.

5. (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.

6. (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.

7. (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.

8. (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.

9. 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 Independent non-executive Directors Mr. Yan Li (Chairman) Mr. Chan Wai Dune Mr. Yeung Siu Keung Mr. Mak Ping Leung (alias Mr. Mak Wah Cheung) Ms. Cao Xie Qiong Mr. To Langa Samuelson

Non-executive Directors Ms. Yu Yang Ms. Choi Ngai Wah

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