Sands China Ltd. — Proxy Solicitation & Information Statement 2024

Dec 24, 2024

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

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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “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 Wednesday, 15 January 2025 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution of the Company:

ORDINARY RESOLUTION

“THAT:

(a) the 2025 Revolving Loan Agreement, a copy of which is produced to the SGM and for the purpose of identification initialed by the chairman of the SGM and transactions contemplated thereunder or the Proposed Annual Caps be and is or are hereby approved, confirmed and ratified; and

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(b) any one (1) or two (2) of the Director(s) be and is or are hereby authorised for and on behalf of the Company and in its name to sign and execute or procure the signature(s) on and execution of all such documents, instruments and agreements, and do all such acts, matters and things as he or she or they may in his or her or their absolute discretion consider(s) necessary, desirable or expedient for the purposes of or in connection with executing, implementing, completing and giving effect to the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps."

By order of the Board
Zhong Ji Longevity Science Group Limited
Yan Yifan
Chief Executive Officer

Hong Kong, 24 December 2024

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

Head office and principal place of business in Hong Kong:
Room 220 2/F
Mega Cube
No.8 Wang Kwong Road
Kowloon Bay Kowloon
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 Friday, 10 January 2025 to Wednesday, 15 January 2025, 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 4:30 p.m. on Thursday, 9 January 2025.

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As at the date of this notice, 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 Changsheng

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