Sands China Ltd. — Proxy Solicitation & Information Statement 2023

Jul 14, 2023

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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zhong Ji Longevity Science Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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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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)

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of Zhong Ji Longevity Science Group Limited to be held at 30/F., Harbour Side HQ, 8 Lam Chak Street, Kowloon Bay, Hong Kong on 31 July 2023 (Monday) at 9: 30 am is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

14 July 2023

CONTENTS

Pages	Pages
Expected timetable for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in the circular refer to Hong Kong local times and dates.

2023

Despatch date of circular with notice of the SGM . . . . . . . . . . . . . . . . . Friday, 14 July Latest time for lodging transfer of Shares in order to quality for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . 4: 30 pm on Tuesday, 25 July Closure of register of members of the Company to determine the qualification for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 26 July to Monday, 31 July (both dates inclusive) Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . . . . . . . . 9: 30 am on Saturday, 29 July Record date for attending and voting at the SGM . . . . . . . . . . . . . . . . Monday, 31 July Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9: 30 am on Monday, 31 July Publication of announcement of voting results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 July

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular.

Effective date for the Share Consolidation. . . . . . . . . . . . . . . . . . Wednesday, 2 August First day for free exchange of the existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 2 August Dealings in the Consolidated Shares commence . . . . . . . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 2 August Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of the existing share certificates) temporarily closes. . . . . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 2 August

– ii –

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of the existing share certificates) opens. . . . . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 2 August Original counter for trading in the Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of the new share certificates for the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 16 August Parallel trading in the Consolidated Shares (in the form of the new share certificates for the Consolidated Shares and the existing share certificates) commences . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 16 August Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9: 00 am on Wednesday, 16 August Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4: 00 pm on Tuesday, 5 September Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of the existing share certificates) closes. . . . . . . . . . . . . . . . . . . 4: 10 pm on Tuesday, 5 September Parallel trading in the Consolidated Shares (in the form of the new share certificates for the Consolidated Shares and the existing share certificates) ends . . . . . . . . . . . . . . . . . . . . 4: 10 pm on Tuesday, 5 September Last date for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 September

– iii –

DEFINITIONS

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

• ‘‘Acquisition’’ the acquisition of P2P Financing Platform ‘‘Caijia’’ in Mainland China by the Company with the particulars thereof set out in the announcement of the Company dated 10 July 2015, the circular of the Company dated 29 September 2015 and the circular of the Company dated 6 July 2017

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

• a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a ‘‘black’’ rainstorm warning is hoisted between 9: 00 am and 5: 00 pm) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Company’’ Zhong Ji Longevity Science Group Limited (stock code: 767), a company incorporated in Bermuda with limited liability and which Shares are listed on the main board of the Stock Exchange

• ‘‘Consolidated ordinary share(s) of HK$0.01 each in the share capital of the Share(s)’’ Company after the Share Consolidation becoming effective

• ‘‘Convertible Notes’’ convertible notes issued by the Company in the aggregate amount of HK$2,400,000,000 on 20 October 2015 (as amended, modified or supplemented from time to time and including any extension thereof) of which HK$2,182,400,000 is still outstanding

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Existing Share(s)’’ ordinary share(s) of HK$0.001 each in the share capital of the Company before the Share Consolidation becoming effective

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘HKS’’ Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘HKSCC’’

• Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Wednesday, 12 July 2023, being the latest practicable date prior Date’’ to the printing of this circular

– 1 –

DEFINITIONS

• ‘‘Listing Rules’’

• The Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Review Exercise’’

• the whole process and exercises (including but without limitation communications with and submissions to the Stock Exchange by the Company and all related attendance and hearing) taken, participated, attended to and undergone by the Company in applying for review of the decision of the Stock Exchange that the Company had failed to maintain a sufficient level of operations as required under Rule 13.24 of the Listing Rules to warrant the continued listing of its shares as per the announcement of the Company dated 18 December 2021 and which process and exercises include: (a) written request by the Company for review of the decision of the Listing Division by the Listing Committee of the Stock Exchange; (b) following the decision by the Listing Committee to uphold the decision of the Listing Division of the Stock Exchange, Company’s written request to the Listing Review Committee of the Stock Exchange to be referred to the Listing Review Committee for further and final review, resulting in the Listing Review Committee’s decision to overturn the Listing Committee’s decision to suspend trading in the Company’s shares as announced in the announcement of the Company dated 25 July 2022

• ‘‘SGM’’

• the special general meeting of the Company to be held for considering and, if thought fit, approving the Share Consolidation

• ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• ‘‘Share Consolidation’’ the proposed consolidation of every ten (10) Existing Shares into one (1) Consolidated Share

• ‘‘Shareholder(s)’’

• holder(s) of the Share(s)

• ‘‘Stock Exchange’’ or The Stock Exchange of Hong Kong Limited ‘‘SEHK’’

• ‘‘2012 Share Option(s)’’ the option(s) to subscribe for new shares of the Company granted under the 2012 Share Option Scheme

• ‘‘2012 Share Option the Share Option scheme adopted by the Company on 12 June Scheme’’ 2012

– 2 –

LETTER FROM THE BOARD

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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)

Board of Directors: Registered office: Executive Directors: Victoria Place, 5th Floor Mr. YAN Li (Chairman) 31 Victoria Street Mr. YAN Yifan (Chief Executive Officer) Hamilton, HM 10 Mr. LI Xiaoshuang Bermuda Ms. CAO XIE Qiong

Head office and principal place of business: Independent non-executive Directors: Suite Nos. 01–03, 19/F., Sino Plaza Mr. LEE See Barry 255–257 Gloucester Road Mr. WANG Ning Causeway Bay Prof. HUANG Cibo Hong Kong

Non-executive Directors: Dr. HE Yiwu Mr. LYU Changshang

14 July 2023

To Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the latest announcement of the Company dated 26 June 2023 and prior announcements dated 27 March 2023, 5 May 2023, 8 May 2023 and 12 May 2023 in relation to the Share Consolidation. The purpose of this circular is to provide you with details of the Share Consolidation and to give you the notice of SGM.

– 3 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes that every ten (10) Existing Shares be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorized share capital of the Company is HK$400,000,000 divided into 400,000,000,000 Existing Shares of par value of HK$0.001 each, of which 4,554,412,915 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or repurchased from the date hereof until the effective date of the Share Consolidation, the authorized share capital of the Company shall become HK$400,000,000 divided into 40,000,000,000 Consolidated Shares of par value of HK$0.01 each, of which 455,441,291 Consolidated Shares will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• 1 the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM;

• 2 the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

• 3 the compliance with the relevant procedures and requirements under Bermuda law (where applicable) and the Listing Rules to effect the Share Consolidation.

As at the Latest Practicable Date, none of the conditions had been fulfilled.

Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

– 4 –

LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange and no debt securities of the Company are listed or dealt in on the Stock Exchange or any other stock exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

Share Options

As at the Latest Practicable Date, the Company has outstanding 2012 Share Options entitling the holders thereof to subscribe for a total of 38,680,000 Existing Shares. Under the terms and conditions of the 2012 Share Option Scheme, the Share Consolidation may lead to adjustments to, amongst other things, the number of Existing Shares subject to the 2012 Share Options so far as unexercised and/or option price.

With effect from the effective date of the Share Consolidation, the said adjustment will be as follows:

	Before adjustment	Before adjustment		After adjustment	After adjustment
	Number of			Number of
	Existing			Consolidated
	Shares to be			Shares to be
	issued upon			issued upon	Exercise
	exercise of the	Exercise		exercise of the	price of the
	2012 Share	price	of the	2012 Share	Consolidated
Date of grant	Options	Existing	Share	Options	Shares
			HK$		HK$
31 December 2020	38,680,000		0.4	3,868,000	4

– 5 –

LETTER FROM THE BOARD

Convertible Notes

As at the Latest Practicable Date, the aggregate number of Existing Shares that may be issued as a result of an exercise of the conversion rights under the Convertible Notes is approximately 10,912,000,000 Existing Shares. The Share Consolidation may lead to adjustment to the conversion price and the number of Consolidated Shares which may fall to be issued upon exercise of the conversion rights attaching to the Convertible Notes, such adjustment to be made in accordance with the terms of the Convertible Notes.

Upon the Share Consolidation become effective, the conversion price, currently HK$0.2 per Existing Share on exercise of the conversation right under the Convertible Notes, will be adjusted to HK$2 per Consolidated Share. With reference to the total outstanding amount of the Convertible Notes of HK$2,182,400,000 as at the date of this circular, the maximum number of Shares that will be issued upon conversion of all the outstanding Convertible Notes at the current conversion price of HK$0.2 per Existing Share and the adjusted conversation price of HK$2 per Consolidated Share is 10,912,000,000 Existing Shares and 1,091,200,000 Consolidated Shares respectively.

However, in the Review Exercise, the Company was alerted to various issues in connection with the Acquisition and the Convertible Notes, which include but without limitation, the legality of the business operated under the ‘‘Caijia’’ P2P Financing Platform (the subject matter of the Acquisition) and the cessation of the business of the ‘‘Caijia’’ P2P Financing Platform in 2020 due to the legality of its operation subjecting the consideration for the Acquisition based on the implied price-to-earnings ratio of approximately 7.14 (based on the HK$450 million profit guarantee by the vendor in the Acquisition for the year ended 31 December 2015 and 31 December 2016) to challenge. As a result, the Company has reservation on the validity of the Convertible Notes and will make further announcements thereon as and when appropriate after completing legal investigations and on taking remedial action(s).

Save as disclosed above, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the Latest Practicable Date.

No change in board lot size

As at the Latest Practicable Date, the Existing Shares were traded on the Stock Exchange in board lots of 10,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 10,000 Consolidated Shares.

Based on the closing price of HK$0.034 per Existing share as quoted on the Stock Exchange as at the Latest Practicable Date, the value of each board lot of 10,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$3,400.

– 6 –

LETTER FROM THE BOARD

Reasons for the Share Consolidation

According to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 has further stated that (i) market price of shares at a level less than HK$0.1 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

Having considered the guidance from the Stock Exchange as mentioned above and that the Shares had been traded at below HK$0.10 and the existing board lot value has been less than HK$2,000 based on the closing price of HK$0.034 per Share as quoted on the Stock Exchange as at the Latest Practicable Date, the Board considers the trading in the Shares is at extremity and concludes that it is appropriate to conduct the Share Consolidation.

The Company has been actively exploring investment opportunities as well as expanding its existing business. Re-occurrence of any non-compliance with the aforesaid trading requirements of the Listing Rules may hinder future fund raising activities for the Group’s investment and expansion plans. Taking into account the market volatility, the Board is of the view that, as compared to lower ratios, the proposed ratio of 10 Existing Shares into 1 Consolidated Share pursuant to the Share Consolidation is the optimal ratio to provide sufficient flexibility for the Group’s business planning. The Board considers that the Share Consolidation, resulting in HK$0.34 per Consolidated Share (based on the current closing price of HK$0.034 per Existing Share as at the Latest Practicable Date), would enable the Company to avoid the occurrence of non-compliance with the trading requirements under the Listing Rules.

Further, the Share Consolidation will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares. Moreover, as the market value of each board lot upon the Share Consolidation becoming effective will be higher than the market value of each existing board lot, the transaction cost as a proportion of the market value of each board lot will be lower as most of the banks/securities firms will charge a minimum transaction costs for each securities trade. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company, the Shareholders and investors as a whole.

Save for the necessary professional expenses for the implementation of the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

Taking into account of the potential benefits and the insubstantial amount of costs to be incurred, the Board is of the view that the Share Consolidation is in the best interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 6 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fund raising activities in the next 6 months.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Cheer Union Securities Limited, as an agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9: 00 am on Wednesday, 16 August 2023 to 4: 00 pm on Tuesday, 5 September 2023 (both days inclusive). Shareholders of odd lots of the Consolidated Shares may contact Kant Fung (telephone: 3899 8502) of Cheer Union Securities Limited during normal business hours from 9: 00 am to 6: 00 pm in the aforesaid period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Wednesday, 2 August 2023, being the second Business Day immediately after the date of the SGM, the Shareholders may during the period from Wednesday, 2 August 2023 to Thursday, 7 September 2023 (both days inclusive) submit existing share certificates for the Existing Shares (in the colour of pink) to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, to exchange for new share certificates for the Consolidated Shares (in the colour of green) at the expense of the Company.

– 8 –

LETTER FROM THE BOARD

Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

After Tuesday, 5 September 2023, share certificates for the Existing Shares will remain effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

SGM

Set out on pages 11 to 12 of this circular is a notice convening the SGM to be held at 30/F., Harbour Side HQ, 8 Lam Chak Street, Kowloon Bay, Hong Kong at 9: 30 am on Monday, 31 July 2023.

At the SGM, an ordinary resolution for approving the Share Consolidation will be proposed for the Shareholders’ approval.

The resolution will be voted by way of poll at the SGM. As no Shareholder has material interest in the Share Consolidation, no Shareholder is required to abstain from voting on the resolution to approve the Share Consolidation.

A form of proxy for use at the SGM is enclosed with the circular. Whether or not you are able to attend the SGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, include particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief, the information contained in the circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 9 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM.

On behalf of the Board Yan Li Chairman

– 10 –

NOTICE OF THE SGM

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of Zhong Ji Longevity Science Group Limited (‘‘Company’’) will be held at 30/F., Harbour Side HQ, 8 Lam Chak Street, Kowloon Bay, Hong Kong on Monday, 31 July 2023 at 9: 30 am for the purpose of considering and, if thought fit, passing the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below:

• (a) with effect from the second business day immediately following the date on which this resolution is passed:

• (i) every ten (10) issued and unissued ordinary shares of par value of HK$0.001 each in the share capital of the Company be consolidated into one (1) consolidated share of par value of HK$0.01 (each a ‘‘Consolidated Share’’) (‘‘Share Consolidation’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the memorandum of association and bye-laws o the Company; and

• (ii) all fractional Consolidated Shares will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and

– 11 –

NOTICE OF THE SGM

• (b) the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.’’

On behalf of the Board Yan Li Chairman

Hong Kong, 14 July 2023

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

Head office and 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 A member entitled to attend and vote at the SGM is entitled to appoint one or if he is the holder of two or more shares, more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company. A form of proxy for the SGM is also enclosed.

• 2 In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong. Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of the power of attorney or other authority, not less than 48 hours before the time for holding the SGM or any adjournment thereof.

• 3 For the purpose of ascertaining shareholders’ entitlement to attend and vote at the SGM, the Register of Members will be closed from Wednesday, 26 July 2023 to Monday, 31 July 2023, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company. Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 9: 30 a.m. on Saturday, 29 July 2023.

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