THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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)

MAJOR AND CONTINUING CONNECTED TRANSACTION

IN RELATION TO

THE 2025 REVOLVING LOAN AGREEMENT

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 15 of this circular. A letter from the Independent Board Committee is set out on pages 16 to 17 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 36 of this circular.

A notice convening the SGM 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 Wednesday, 15 January 2025 at 10:30 a.m. is set out on pages N-1 to N-2 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.

24 December 2024

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ... 16
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ... 18
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ... I-1
APPENDIX II — GENERAL INFORMATION ... II-1
NOTICE OF SGM ... N-1

-i-

DEFINITIONS

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

“2025 Revolving Loan” the revolving loan up to a maximum of HK$30,000,000 made by the Lender to the Borrowers on the terms and subject to the conditions set out in the 2025 Revolving Loan Agreement

“2025 Revolving Loan Agreement” the revolving loan agreement entered between the Lender, the Borrowers and Mr. Yan Li (as the Guarantor) dated 11 November 2024

“Alpha Financial” or “Independent Financial Adviser” Alpha Financial Group Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps

“Asian Integrated” Asian Integrated Cell Laboratory Limited, a company incorporated in Hong Kong with limited liability and 100.0% owned by Osteoarticular Medical, which in turn is wholly owned by Mr. Yan Li

“Board” the board of the directors of the Company

“Borrowers” HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical, any “Borrower” means any of them

“Business Day” means a day on which banks in Hong Kong are generally open for business other than:

(a) a Saturday; or
(b) a “general holiday” as defined in Section 2 of the General Holidays Ordinance (Cap.149 of the Laws of Hong Kong), or one of the days specified from time to time in the schedule to that Ordinance as being “general holidays” under Section 3 thereof; or
(c) a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon; or
(d) a day on which “extreme conditions” caused by super typhoons is announced by the government of Hong Kong,

DEFINITIONS

	and “Business Days” shall be construed accordingly
“Company”	Zhong Ji Longevity Science Group Limited, a company incorporated in Bermuda with limited liability and its issued shares are listed on Main Board of the Stock Exchange
“Connected person”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“Effective Date”	1 January 2025 or such later date on which all the conditions precedent in the 2025 Revolving Loan Agreement having been fulfilled or waived (to the extent permissible)
“Group”	the Company and its subsidiaries
“Guarantor”	Mr. Yan Li
“HK Zhong Ji 1”	Zhong Ji 1 International Medical Group (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability and 94.0% directly owned by Mr. Yan Li and 6.0% by Independent Third Parties
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of PRC
“Independent Board Committee”	an independent committee of the Board comprising all the independent non-executive Directors to advise the Independent Shareholders in respect of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps
“Independent Shareholders”	shareholders of the Company other than Mr. Yan Li and his associates
“Independent Third Parties”	person(s) or company(ies) and their respective ultimate beneficial owner(s), who/which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, is/are not connected with the Company or any of its connected persons
“International Medical”	Zhong Ji 1 International Medical Group Limited, a company incorporated in Hong Kong with limited liability and 100.0% owned by Osteoarticular Medical, which in turn is wholly owned by Mr. Yan Li
“Latest Practicable Date”	20 December 2024, being the latest practicable date prior to the printing of this circular for ascertaining information for inclusion in this circular

DEFINITIONS

"Lender" or "Joy Wealth"
Joy Wealth Finance Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company

"Listing Rules"
the Rules governing the Listing of Securities on the Stock Exchange

"Longevity Medical"
Zhong Ji 1 Longevity Medical Group Limited, a company incorporated in Hong Kong with limited liability and 100.0% owned by Osteoarticular Medical, which in turn is wholly owned by Mr. Yan Li

"Money Lenders Ordinance"
Money Lenders Ordinance (Chapter 163 of the laws of Hong Kong)

"Mr. Yan Li"
a Director and a connected person of the Company

"Osteoarticular Medical"
China International Osteoarticular Medical Group Limited, a company incorporated in Samoa with limited liability and wholly owned by Mr. Yan Li

"p.a."
per annum

"PRC"
The People's Republic of China

"Proposed Annual Caps"
the proposed annual caps in respect of the 2025 Revolving Loan under the 2025 Revolving Loan Agreement, being HK$33,000,000 for each of financial year ending 31 December, 2025, 2026 and 2027

"SFO"
Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

"SGM"
the special general meeting of the Company to be convened to approve, among other things, the 2025 Revolving Loan Agreement and transactions contemplated thereunder or the Proposed Annual Caps

"Shareholders"
shareholders of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"%"
per cent

– 3 –

LETTER FROM THE BOARD

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)

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

Non-executive Directors:
Dr. He Yiwu
Mr. Lyu Changsheng

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

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

Principal place of business in Hong Kong:
Room 220 2/F
Mega Cube
No.8 Wang Kwong Road
Kowloon Bay Kowloon
Hong Kong

24 December 2024

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO

THE 2025 REVOLVING LOAN AGREEMENT

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 11 November 2024 and 15 November 2024.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (a) further details of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps; (b) a letter from Alpha Financial containing its advice to the Independent Board Committee and the Independent Shareholders; (c) a letter from the Independent Board Committee with its recommendation to the Independent Shareholders; and (d) the notice of the SGM.

THE 2025 REVOLVING LOAN

On 11 November 2024 (after trading hours), Joy Wealth (a wholly-owned subsidiary of the Company), as the lender, and HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical, as the borrowers and Mr. Yan Li as the Guarantor, entered into the 2025 Revolving Loan Agreement pursuant to which, among other things, the Lender has conditionally agreed to grant the 2025 Revolving Loan in the principal amount of up to a maximum of HK$30,000,000 to the Borrowers for a term from the Effective Date and up to 31 December 2027 for the purpose of financing new business development projects and general working capital of the Borrowers subject to the terms and conditions therein.

THE 2025 REVOLVING LOAN AGREEMENT

The principal terms and conditions of the 2025 Revolving Loan Agreement are set out below:

Date : 11 November 2024
Lender : Joy Wealth
Borrowers : HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical
Guarantor : Mr. Yan Li
Term : From the Effective Date and up to 31 December 2027
Effective Date : The 2025 Revolving Loan Agreement will be effective on 1 January 2025 or such later date on which all the conditions precedent therein having been fulfilled or waived (to the extent permissible).

LETTER FROM THE BOARD

Principal amount of the 2025 Revolving Loan : Up to a maximum of HK$30,000,000

The Borrowers may draw the 2025 Revolving Loan in a minimum amount of HK$500,000 and in integral multiple(s) of HK$100,000 per advance from the Effective Date. Any repaid principal amount of the 2025 Revolving Loan will be available for drawing within the term of the 2025 Revolving Loan Agreement provided that the aggregate outstanding principal amount of the 2025 Revolving Loan shall not exceed HK$30,000,000 at any time during the term.

Purpose of the 2025 Revolving Loan : Pursuant to the terms and conditions of the 2025 Revolving Loan Agreement, the 2025 Revolving Loan shall be used to finance new business development projects and general working capital of the Borrowers.

Interest rate : Interest shall accrue at ten (10.0)% p.a. on the outstanding principal amount of the 2025 Revolving Loan and shall be calculated on the actual number of days elapsed and on the basis of a 365-day year.

The interest rate was agreed upon by the Lender and the Borrowers with reference to commercial practice and after arm's length negotiations taking into account the Lender's cost of capital and the prevailing market interest rates, such as the 12-month Hong Kong interbank offered rate offered by major banks in Hong Kong.

Default interest rate : If any Borrower fails to pay any sum payable under the Revolving Loan Agreement when due, such Borrower shall pay interest on such sum from the due date up to the date of actual payment at a rate which is ten (10.0%) p.a. above the rate specified in the 2025 Revolving Loan Agreement. Such default interest shall be compounded monthly and payable on demand.

Interest shall be paid by the relevant Borrower regarding the part of the 2025 Revolving Loan drawn by it in arrears on the last date of any interest period, i.e. the successive period of six (6) months with the first interest period commencing from the drawdown date of the 2025 Revolving Loan drawn by such Borrower.

LETTER FROM THE BOARD

Upon occurrence of an event of default, the Lender will initiate a recovery process beginning with a formal default notice and immediate demand for full repayment of outstanding principal and interest. The Lender will simultaneously enforce the personal guarantee provided by the Guarantor while engaging with the defaulting Borrower to establish a repayment plan. If the initial recovery measures prove insufficient, the Company will commence legal proceedings in Hong Kong courts against both the Borrowers and the Guarantor, including potential statutory demands and enforcement actions against their respective assets to recover the outstanding amounts.

Drawdown
: Advances can be made in HK$ in a minimum amount of HK$500,000 and in integral multiple(s) of HK$100,000, subject to availability as determined at the Lender’s discretion. A Borrower shall give the Lender prior written notice of each advance proposed of not less than 14 Business Days.

Maturity date (the “Maturity Date”)
: The last Business Day before the end of the term of the 2025 Revolving Loan Agreement, i.e. 31 December 2027.

Repayment
: All interest on the 2025 Revolving Loan shall be repaid at the end of the relevant interest period and all amounts due and owing under the 2025 Revolving Loan Agreement shall be repaid in full by the Borrowers no later than the Maturity Date. Notwithstanding the above provisions, the 2025 Revolving Loan shall in any event be repayable on demand by the Lender. Upon such demand being made, the relevant Borrower shall immediately repay the part of the Loan drawn by it together with all accrued interest and other relevant sums payable.

Early repayment
: Any Borrower may early repay and without any penalty the whole or any part of an advance to such Borrower by the Lender on any Business Day provided that an advance shall be only be prepaid on the interest payment date subject to not less than 7 Business Day prior notice of repayment to the Lender for that advance.

LETTER FROM THE BOARD

Subject to the terms and conditions of the 2025 Revolving Loan Agreement, any amounts early repaid shall be available for reborrowing and drawing provided always that the aggregate outstanding principal amount of the 2025 Revolving Loan shall not exceed HK$30,000,000.

Condition precedent

The 2025 Revolving Loan Agreement and the availability of the 2025 Revolving Loan are subject to the satisfaction of the following conditions:

(1) the delivery of all necessary corporate documents of the Borrowers, including but not limited to:

(a) certified copies of certificates of incorporation;
(b) certified copies of articles of association;
(c) director's certificates confirming the composition of shareholders and directors;
(d) all necessary documents required under the Money Lenders Ordinance;

(2) the execution of all security documents for the 2025 Revolving Loan by the relevant parties and completion of all necessary registrations and filings to perfect the security;
(3) the Independent Shareholders having approved by way of poll at the SGM the entering into of the 2025 Revolving Loan Agreement; and
(4) the Stock Exchange having raised no objection to the transactions contemplated under the 2025 Revolving Loan Agreement.

The Lender shall be entitled to waive any of the conditions set out in (1)(a)-(c) above at its absolute discretion subject to such conditions as the Lender may impose. As at the Latest Practicable Date, conditions (1), (2) and (4) have been fulfilled.

LETTER FROM THE BOARD

Events of default : There shall be an event of default if, inter alia:

(1) any Borrowers fails to pay any principal, interest, or any other sum payable at time; or
(2) any other situation which, in the Lender's absolute discretion, could adversely affect the ability of the Borrowers to perform any of their respective obligations under the term of the 2025 Revolving Loan Agreement.

REASONS FOR AND BENEFITS OF THE 2025 REVOLVING LOAN

Taking into account the principal business activities of the Group, the grant of the 2025 Revolving Loan to the Borrowers is in the ordinary and usual course of business of the Group.

The terms of the 2025 Revolving Loan Agreement were negotiated on an arm's length basis between the Lender and the Borrowers. The advance in respect of the 2025 Revolving Loan Agreement was made based on (i) the Group's credit assessments on the financial strength and repayment ability of the Borrowers; and (ii) the shareholder background of the Borrowers. None of the Borrowers have late repayment and default records based on the historical loan transactions with the Lender. Furthermore, given the asset-light business nature of the Borrowers, they do not have any fixed asset which is suitable for securing the 2025 Revolving Loan. Mr. Yan Li, as the Guarantor, has entered into the 2025 Revolving Loan Agreement with the Lender and the Borrowers, under which he undertakes to guarantee the Borrowers' repayment obligations as specified in the 2025 Revolving Loan Agreement. The personal guarantee from Mr. Yan Li provides additional security for the 2025 Revolving Loan.

In assessing the financial strength and repayment ability of the Borrowers, the Group has (i) performed internal credit assessment of the Borrowers, with satisfactory results; and (ii) conducted a winding-up search on the Borrowers, with no material irregularities noted. After taking into account the factors as disclosed above in assessing the risk of the advance, the Group considers that the risk involved in the advance to the Borrowers is low and acceptable to the Group.

Taking into account the reasons as discussed above and that a stable revenue and cashflow stream from the interest income is expected to be generated by the Company, the Directors (excluding Mr. Yan Li) consider that the terms of the 2025 Revolving Loan Agreement are fair and reasonable and the entering into of the 2025 Revolving Loan Agreement is in the interests of the Company and its Shareholders as a whole.

LETTER FROM THE BOARD

PROPOSED ANNUAL CAPS AMOUNT

When setting out the maximum principal amount to be drawn by the Borrowers under the 2025 Revolving Loan Agreement i.e. HK$30,000,000, the Group has considered (i) the historical transaction amounts as discussed below under the paragraph “HISTORICAL TRANSACTION AND NON-COMPLIANCE” in this circular; (ii) the Group’s internal financial resources currently available; and (iii) the reasons for entering into the 2025 Revolving Loan Agreement as discussed above.

In determining the Proposed Annual Caps in respect of the 2025 Revolving Loan under the 2025 Revolving Loan Agreement for each of the financial years ending 31 December 2025, 2026 and 2027 (“FY2025”, “FY2026” and “FY2027”), the Company has taken into account:

(a) the maximum principal amount not exceeding HK$30,000,000 that may be provided by Joy Wealth under the 2025 Revolving Loan Agreement; and

(b) the maximum accrued interest amount that may be payable under the 2025 Revolving Loan Agreement based on the maximum principal amount set out in (a) above, and the interest rate stipulated under the 2025 Revolving Loan Agreement, with an estimated annual interest rate of 10.0% and the estimated maximum accrued interest for each of FY2025, FY2026 and FY2027 being approximately HK$3,000,000.

For illustration purposes, assuming the Borrowers draw down the maximum principal amount during the term of the 2025 Revolving Loan Agreement and that the interest rate at 10.0% p.a. applies to the maximum principal amount for the whole term of the 2025 Revolving Loan Agreement, the Proposed Annual Caps will not be more than HK$33,000,000 which is calculated as per below:

	FY2025	FY2026	FY2027
Maximum principal amount	HK$30,000,000	HK$30,000,000	HK$30,000,000
Estimated maximum accrued interest	HK$3,000,000	HK$3,000,000	HK$3,000,000
Proposed Annual Caps	HK$33,000,000	HK$33,000,000	HK$33,000,000

FINANCIAL EFFECTS OF THE PROVISION OF THE 2025 REVOLVING LOAN

After taking into account (i) the current financial resources available to the Group; and (ii) its present requirements, the Group plans to finance the 2025 Revolving Loan with its internal resources. The provision of the 2025 Revolving Loan would not have any impact on the liabilities of the Group as the 2025 Revolving Loan is not financed through any additional borrowings. The Group will accrue interest income on the actual loan amount drawn by the Borrowers.

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY AND THE LENDER

The Company

The Company was incorporated in Bermuda as an exempted company with limited liability and its shares are listed on the Stock Exchange. The principal activity of the Company is investment holding. The Group is principally engaged in the business of longevity science business, money lending and financial advisory business, securities and other investments and property investments.

The Lender

Joy Wealth, as the lender of the 2025 Revolving Loan, is a limited liability company incorporated in Hong Kong and a wholly-owned subsidiary of the Company. The Lender is principally engaged in money lending regulated by the Money Lenders Ordinance and financial advisory business in Hong Kong.

INFORMATION ON THE BORROWERS AND THE GUARANTOR

The Borrowers

HK Zhong Ji 1

HK Zhong Ji 1 is a company incorporated in Hong Kong with limited liability. The principal activities of HK Zhong Ji 1 include providing cell testing, enhancement, and medical treatments with its biological products division specializing in the development, production and sale of health products.

Asian Integrated

Asian Integrated is a company incorporated in Hong Kong with limited liability. Asian Integrated is an autoimmune cell bank. Its facilities are implementing the standards set forth by FDA, PIC/S cGMP, ISBT128, AABB, FACT and ISBT 128 and are storing 300,000 pieces immune cell per international cells storage high standards. Asian Integrated offers registered medical tests or laboratory tests such as advanced tumor cell screening, immunity/killer T cell tests, joint health blood and micronutrients tests, female and male fertility as well as salivary hormone tests, comprehensive thyroid assessments, and patented third-generation whole genome sequencing genetic tests. Its other auxiliary, non-medical treatments together with cells managements presently offer hair cell revitalization and supernatant fluid skin energizing.

International Medical

International Medical is a company incorporated in Hong Kong with limited liability. International Medical operates with Asian Integrated's life management division on application of cell and gene revitalize management, offering cell testing, storage, enhancement, and medical treatments; and specializes in the development, production, and sale of health products such as NMN and sustained-release vitamin C tablets.

11 -

LETTER FROM THE BOARD

Longevity Medical

Longevity Medical is a company incorporated in Hong Kong with limited liability. Longevity Medical is set up for working together with others research entities, advance clinical centre or laboratory in the PRC, Japan and any other regions co-sharing pioneer technology on harnessing nature's own approaches to eradicating cancer and disease: the cytotoxic or killer T cell, precision allogeneic T cell development platform for broadly applicable approach for developing convenient and reasonably priced cellular immunotherapies for the treatment of acute viral infections, long-term consequences of viral infections such viral- and non-viral-induced cancers, and certain neurological disorders. Longevity Medical has long history on success of kneel cap cells recovery.

As at the Latest Practicable Date, HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical are connected persons of the Company as Mr. Yan Li is a Director of the Company and he holds approximately 8.99% of the issued share capital of the Company and Asian Integrated, International Medical and Longevity Medical were 100.0%, 100.0% and 100.0% owned by Osteoarticular Medical, respectively, which in turn is wholly owned by Mr. Yan Li while HK Zhong Ji 1 is 94.0% owned by Mr. Yan Li, 5.0% owned by Ms. Ma Yufeng and 1.0% owned by Mr. Zhou Rongliang. Both Ms. Ma Yufeng and Mr. Zhou Rongliang are Independent Third Parties.

The Guarantor

Mr. Yan Li, as the Guarantor, has entered into the 2025 Revolving Loan Agreement with the Lender and Borrowers, under which he undertakes to guarantee the Borrowers' repayment obligations as specified in the 2025 Revolving Loan Agreement.

FUNDING OF THE 2025 REVOLVING LOAN

The Group will finance the 2025 Revolving Loan with its general working capital.

HISTORICAL TRANSACTION AND NON-COMPLIANCE

During the two financial years ending 31 December 2022 and 2023 ("FY2022" and "FY2023"), the Company advanced funds of approximately HK$15.8 million and HK$7.5 million to HK Zhong Ji 1, respectively. HK Zhong Ji 1 had fully settled the advances by 31 December 2023. During the period from 1 January 2024 and up to the Latest Practicable Date, there was no funds advanced to HK Zhong Ji 1.

Since HK Zhong Ji 1 was a connected person of the Company, the advances to HK Zhong Ji 1 therefore constituted connected transactions subject to the announcement, circular and Independent Shareholders' approval requirements under Rules 14A.35, 14A.36 and 14A.46 of the Listing Rules. The applicable ratios for the advances to the HK Zhong Ji 1 in FY2022 and FY2023 exceeded 25% and 5% respectively. The advances to HK Zhong Ji 1 for FY2022 amounted to a major transaction subject to the announcement, circular and Shareholders' approval requirements under Rules 14.34, 14.38A and 14.40 of the Listing Rules, while the advances to the HK Zhong Ji 1 for FY2023 amounted to a disclosable transaction subject to the announcement requirement under Rule 14.34 of the Listing Rules.

12 -

LETTER FROM THE BOARD

The Company, however, should have complied with, but was in breach of, the applicable reporting and announcement requirements under Chapter 14 and 14A of the Listing Rules. The Company did not consider the Listing Rules implications of the above advances at the material time because of a misconception that transactions of a revenue nature in the ordinary course of business or made under a joint venture would be exempted from the connected transaction requirements of the Listing Rules.

In light of the non-compliance with the applicable requirements of the Listing Rules, the Company has adopted a number of remedial actions as described in this circular below in order to prevent recurrence of similar events in the future as well as to strengthen the internal control of the Group.

During FY2022, FY2023 and the period from 1 January 2024 and up to date of the Latest Practicable Date, there was no funds advanced to Asian Integrated, International Medical and Longevity Medical.

REMEDIAL ACTIONS TAKEN BY THE COMPANY

Immediately after the Company had been aware of the failure to comply with relevant requirements for continuing connected transactions under Chapter 14A of the Listing Rules as described under the section headed “HISTORICAL TRANSACTION AND NON-COMPLIANCE” above, the Company halted its advances to HK Zhong Ji 1.

The Company would like to emphasize that it has no intention to withhold any information from disclosure to the public as required under the Listing Rules.

In order to prevent recurrence of similar events in the future, the Company has adopted the following measures to strengthen the internal control of the Group:

(a) the setting up of a connected persons list to include former Directors who resigned within a 12-month period and the implementation of the policy on connected and notifiable transactions dated 1 December 2023 which set out the procedural steps for the identification, approval and reporting of notifiable and connected transactions by the Company;

(b) an internal guideline for the preparation and release of Company publications and announcements will be distributed regularly. This internal guideline outlines procedures for reporting errors to the Board, enabling them to assess the implications of any errors and implement appropriate remedial measures, which may include issuing a clarification announcement to ensure compliance with the applicable requirements of the Listing Rules;

(d) ongoing trainings will be developed and provided regularly to the Directors of the Company to familiarise them with the regulatory topics and Listing Rule compliance.

13 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the above remedial actions have been implemented.

LISTING RULE IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined in the Listing Rules) in respect of the entering into the 2025 Revolving Loan Agreement exceeds 25% but less than 100%, it constitutes a major transaction for the Company and is therefore subject to the reporting, announcement, circular and the Shareholders' approval requirements under Chapter 14 of the Listing Rules.

Therefore, the entering into the 2025 Revolving Loan Agreement constitutes a continuing connected transaction under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) exceeds 25% and the amount of the 2025 Revolving Loan or the Proposed Annual Caps exceeds HK$10,000,000 for the Company, the 2025 Revolving Loan Agreement and transactions contemplated thereunder or the Proposed Annual Caps constitute a continuing connected transaction for Company and are therefore subject to the reporting, announcement, circular and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

An Independent Board Committee has been established to advise the Independent Shareholders in relation to the 2025 Revolving Loan and the Proposed Annual Caps. Alpha Financial has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

THE SGM

A notice convening the SGM at which ordinary resolutions will be proposed to the Independent Shareholders to consider and, if thought fit, to approve the respective 2025 Revolving Loan Agreement and transactions contemplated thereunder or the Proposed Annual Caps. The notice of SGM set out on pages N-1 to N-2 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 on Wednesday, 15 January 2025 at 10:30 a.m..

The resolution will be voted by way of poll by the Independent Shareholders at the SGM. Mr. Yan Li and his associates are required to abstain from voting on the resolution for approving the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps at the SGM.

14 -

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this 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.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the Shareholders' eligibility to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 10 January 2025 to Wednesday, 15 January 2025, both dates inclusive. During such period, no Share transfers will be registered. In order to qualify to attend and vote at the SGM, all transfers of the Shares accompanied by the relevant share certificates must be lodged with 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 no later than 4:30 p.m. on Thursday, 9 January 2025.

RECOMMENDATION

The Board (including the Independent Board Committee, who has considered, among other matters, the factors and reasons considered by, and the opinion of the Independent Financial Adviser) is of the opinion that the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are fair and reasonable and in the best interests of the Company and the Shareholders as a whole and the Board recommends the Independent Shareholders to vote in favour of the resolution(s) to approve the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the notice of the SGM and the information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

Zhong Ji Longevity Science Group Limited

Yan Yifan

Chief Executive Officer

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

小基長壽科學

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)

24 December 2024

To the Independent Shareholders

Dear Sir or Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO THE 2025 REVOLVING LOAN AGREEMENT

We refer to the circular of the Company dated 24 December 2024 (the "Circular") and have been appointed as members of the Independent Board Committee to advise you in respect of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps, details of which are set out in the Letter from the Board in the Circular, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members of the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the terms the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned. Alpha Financial has been appointed as the independent financial adviser to advise you and ourselves in this regard. Details of their advice, together with the principal factors that have been taken into consideration in giving such advice and recommendation, are set out in its letter set out on pages 18 to 36 of the Circular. Your attention is also drawn to the "Letter from the Board" set out on pages 4 to 15 of the Circular, and the financial information of the Group and the general information set out in Appendices I and II to the Circular.

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered, among other matters, the factors and reasons considered by, and the opinion of, Alpha Financial as stated in its aforementioned letter, we are of the opinion that the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are on normal commercial terms, fair and reasonable and in the ordinary and usual course of business of the Group as far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We, therefore, recommend the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Lee See Barry

Mr. Huang Jiang

Prof. Huang Cibo

Independent Non-executive Directors

17 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from Alpha Financial Group Limited setting out their advice to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

Alpha Financial Group Limited
Room A, 17/F
Fortune House
61 Connaught Road Central
Central, Hong Kong
24 December 2024

To the Independent Board Committee and the Independent Shareholders of Zhong Ji Longevity Science Group Limited

Dear Sirs or Madams,

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO THE 2025 REVOLVING LOAN AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps, particulars of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular dated 24 December 2024 issued by the Company to the Shareholders (the "Circular"), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

18 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LISTING RULES IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined in the Listing Rules) in respect of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder exceeds 25% but less than 100%, it constitutes a major transaction for the Company and is therefore subject to the reporting, announcement, circular and the Shareholders' approval requirements under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical are connected persons of the Company as Mr. Yan Li is a Director of the Company and holds approximately 8.99% of the issued share capital of the Company. Asian Integrated, International Medical and Longevity Medical are wholly-owned by Osteoarticular Medical, which in turn is wholly-owned by Mr. Yan Li, while HK Zhong Ji 1 is 94.0% owned by Mr. Yan Li, 5.0% owned by Ms. Ma Yufeng and 1.0% owned by Mr. Zhou Rongliang, respectively. Therefore, the entering into the 2025 Revolving Loan Agreement constitutes a continuing connected transaction under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the amount of the 2025 Revolving Loan or the Proposed Annual Caps exceeds 25% and the amount of the 2025 Revolving Loan or the Proposed Annual Caps exceeds HK$10,000,000, the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps constitute a continuing connected transaction for Company and are therefore subject to the reporting, announcement, circular and the Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The SGM will be convened and held to consider and, if thought fit, approve the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps by the Independent Shareholders by way of poll. Mr. Yan Li and his associates will abstain from voting in respect of the resolution(s) approving the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps at the SGM.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Mr. Lee See Barry, Mr. Huang Jiang and Prof. Huang Cibo, all being independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, taking into account the recommendations of the Independent Financial Adviser. We, Alpha Financial Group Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

In the last two years, prior to the Latest Practicable Date, we have not acted in any capacity in relation to any transactions of the Company. As at the Latest Practicable Date, we do not have any relationship with, or have any interest in, the Group and its associates that could reasonably be regarded as relevant to our independence. Apart from the normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no other arrangement exists whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence as defined under Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the Group and its advisers; (iii) the opinions expressed by and the representations of the Directors and the management of the Group (the "Management"); and (iv) our review of the relevant public information.

We have assumed that all the information provided, and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all respects as at the date thereof and may be relied upon and continue to be so up to the date of the SGM. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the Latest Practicable Date and continue to be so up to the date of the SGM and all such statements of belief, opinions and intentions of the Directors and the Management and those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the Management. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the Directors and the Management are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the SGM. Independent Shareholders will be informed of any material change of information and the representations made or referred to in the Circular as soon as possible up to the date of the SGM.

20 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have reviewed the relevant information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. In formulating our recommendation in relation to the 2025 Revolving Loan and the Proposed Annual Caps and pursuant to Rule 13.80(2), we have obtained and reviewed the relevant information in relation to the 2025 Revolving Loan and the Proposed Annual Caps, among others, (i) the annual report for the year ended 31 December 2023 of the Company (the "2023 Annual Report"); (ii) the interim report for the six months ended 30 June 2024 of the Company (the "2024 Interim Report"); (iii) the 2025 Revolving Loan Agreement; (iv) the recent announcements of the Company; and (v) the information set out in the Circular.

We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter. We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made, or opinion expressed by the Directors and the Management, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Group, or any of its respective substantial shareholders, subsidiaries or associates.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the 2025 Revolving Loan and the Proposed Annual Caps and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations to the Independent Shareholders, we have taken into consideration the following principal factors and reasons. Our conclusions are based on the results of all analyses taken as a whole.

1 Background And Financial Information

A. Information on the Group

The principal activity of the Company is investment holding and through its subsidiaries, engaging in the business of longevity science business, money lending and financial advisory business, securities and other investments and property investments.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

B. Financial Information of the Group

Set out below is a summary of the audited consolidated financial results of the Group for the two years ended 31 December 2022 and 2023 ("FY2022" and "FY2023", respectively) and the six months ended 30 June 2023 and 2024 ("6M2023" and "6M2024", respectively), as extracted from the 2023 Annual Report and the 2024 Interim Report:

| | 6M2024
HK$’000
(unaudited) | 6M2023
HK$’000
(unaudited) | FY2023
HK$’000
(audited) | FY2022
HK$’000
(audited) |
| --- | --- | --- | --- | --- |
| Revenue | 42,403 | 29,911 | 64,989 | 89,668 |
| Cost of sales | (9,127) | (3,424) | (8,709) | (5,831) |
| Gross profit | 33,276 | 26,487 | 56,280 | 83,837 |
| Profit/(loss) for the year/
period attributable to
owners of the Company | (1,021) | 1,938 | 2,313 | (904) |
| | | As at
30 June
2024
HK$’000
(unaudited) | As at
31 December
2023
HK$’000
(audited) | As at
31 December
2022
HK$’000
(audited) |
| Non-current assets | | 178,361 | 185,783 | 175,269 |
| Current assets | | 320,472 | 323,471 | 309,570 |
| Total assets | | 498,833 | 509,254 | 484,839 |
| Non-current liabilities | | 2,009 | 5,445 | 637 |
| Current liabilities | | 64,711 | 73,344 | 63,353 |
| Total liabilities | | 66,720 | 78,789 | 63,990 |
| Cash and cash equivalents | | 78,705 | 81,075 | 60,069 |
| Net current assets | | 255,761 | 250,127 | 246,217 |
| Equity attributable to owners
of the Company | | 406,797 | 403,403 | 393,829 |

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

FY2023 vs FY2022

For FY2023, the Group recorded a total revenue of approximately HK$65.0 million, representing a decrease of approximately HK$24.7 million, or approximately 27.5%, as compared to the total revenue of approximately HK$89.7 million for FY2022. For FY2023, the Group recorded gross profit of approximately HK$2.5 million, representing an increase of approximately HK$1.8 million, or approximately 160.0%, as compared to a gross profit of approximately HK$0.7 million for FY2022.

During FY2023, the longevity science business contributed revenue of approximately HK$31.3 million (FY2022: approximately HK$43.9 million) and a segment loss of approximately HK$24.0 million (FY2022: profit of approximately HK$9.0 million). The segmental loss was mainly due to the increased related expenses of marketing, advertising and promotion activities for the longevity science business invested by the Group during FY2023.

During FY2023 the money lending and financial advisory business contributed revenue of approximately HK$33.7 million (FY2022: approximately HK$45.7 million) and a segment profit of approximately HK$25.4 million (FY2022: approximately HK$30.9 million). The decrease in segmental results was due to a decrease in interest receivables balances derived by the strategic partners loan portfolio in the PRC stated in other receivables for FY2023.

As at 31 December 2023, the Group recorded cash and cash equivalents amounting to approximately HK$81.1 million (31 December 2022: approximately HK$60.1 million), loan and interest receivables of approximately HK$177.7 million (31 December 2022: approximately HK$172.3 million), deposits, prepayments and other receivables of approximately HK$196.6 million (31 December 2022: approximately HK$184.0 million) and the net current assets value amounting to approximately HK$250.1 million (31 December 2022: approximately HK$246.2 million).

The gearing ratio of the Group as at 31 December 2023 (defined as the Group's total interest-bearing borrowings divided by the Group's total equity) was approximately 2.1% (31 December 2022: approximately 1.6%).

6M2024 vs 6M2023

For 6M2024, the Group recorded a total revenue of approximately HK$42.4 million, representing an increase of approximately HK$24.7 million, or approximately 41.8%, as compared to the total revenue of approximately HK$29.9 million for 6M2023. For 6M2024, the Group recorded gross loss of approximately HK$0.9 million, representing a decrease of approximately HK$2.9 million, or approximately 147.3%, as compared to a gross profit of approximately HK$1.9 million for 6M2023.

23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

During 6M2024, the longevity science business contributed revenue of approximately HK$25.2 million (6M2023: approximately HK$11.9 million) and a segment loss of approximately HK$4.3 million (6M2023: approximately HK$13.3 million). During 6M2024, the existing Shenzhen sales center operated smoothly, but due to the revocation of the day care license, a new sales center is being established in Hong Kong, incurring setup costs.

During 6M2024, the money lending and financial advisory business contributed revenue of approximately HK$17.2 million (6M2023: approximately HK$18.0 million) and a segment profit of approximately HK$16.2 million (6M2023: approximately HK$36.3 million). The decrease in segmental results was due to a decrease in interest receivables balances derived by the strategic partners loan portfolio in the PRC for 6M2024.

As at 30 June 2024, the Group recorded cash and cash equivalents amounting to approximately HK$78.7 million (31 December 2023: approximately HK$81.1 million), loan and interest receivables of approximately HK$178.1 million (31 December 2023: approximately HK$177.7 million), deposits, prepayments and other receivables of approximately HK$197.4 million (31 December 2023: approximately HK$196.6 million) and the net current assets value amounting to approximately HK$255.8 million (31 December 2023: approximately HK$250.1 million).

The gearing ratio of the Group as at 30 June 2024 (defined as the Group's total interest-bearing borrowings divided by the Group's total equity) was approximately 2.7% (31 December 2023: approximately 2.1%).

C. The Borrowers

HK Zhong Ji 1

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Asian Integrated

Asian Integrated is a company incorporated in Hong Kong with limited liability. Asian Integrated is an autoimmune cell bank. Its facilities are implementing the standards set forth by FDA, PIC/S cGMP, ISBT128, AABB, FACT and ISBT 128. Storing 300,000 pieces immune cell per international cells storage high standards. Asian Integrated offers registered medical tests or laboratory tests such as advanced tumor cell screening, immunity/killer T cell tests, joint health blood and micronutrients tests, female and male fertility as well as salivary hormone tests, comprehensive thyroid assessments, and patented third-generation whole genome sequencing genetic tests. Its other auxiliary, non-medical treatments together with cells managements presently offer hair cell revitalization and supernatant fluid skin energizing.

International Medical

Longevity Medical

As at the Latest Practicable Date, HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical are connected persons of the Company as Mr. Yan Li is a Director of the Company and holds approximately 8.99% of the issued share capital of the Company. Asian Integrated, International Medical and Longevity Medical are wholly-owned by Osteoarticular Medical, which in turn is wholly-owned by Mr. Yan Li, while HK Zhong Ji 1 is 94.0% owned by Mr. Yan Li, 5.0% owned by Ms. Ma Yufeng and 1.0% owned by Mr. Zhou Rongliang, respectively. Both Ms. Ma Yufeng and Mr. Zhou Rongliang are Independent Third Parties.

25 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

D. The Guarantor

Mr. Yan Li, as the Guarantor, has entered into the 2025 Revolving Loan Agreement with the Lender and the Borrowers, under which he undertakes to guarantee the Borrowers' repayment obligations as specified in the 2025 Revolving Loan Agreement.

2 The 2025 Revolving Loan

As disclosed in the Letter from the Board, on 11 November 2024 (after trading hours), Joy Wealth (a wholly-owned subsidiary of the Company), as the lender, and HK Zhong Ji 1, Asian Integrated, International Medical and Longevity Medical, as the borrowers and Mr. Yan Li as the Guarantor, entered into the 2025 Revolving Loan Agreement pursuant to which, among other things, the Lender has conditionally agreed to grant the 2025 Revolving Loan in the principal amount of up to a maximum of HK$30,000,000 to the Borrowers for a term from the Effective Date and up to 31 December 2027 for the purpose of financing new business development projects and general working capital of the Borrowers subject to the terms and conditions therein.

The 2025 Revolving Loan Agreement

The principal terms and conditions of the 2025 Revolving Loan Agreement are set out below:

26 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Principal amount of the 2025 Revolving Loan
: Up to a maximum of HK$30,000,000

Purpose of the 2025 Revolving Loan
: Pursuant to the terms and conditions of the 2025 Revolving Loan Agreement, the 2025 Revolving Loan shall be used to finance new business development projects and general working capital of the Borrowers.

Interest rate
: Interest shall accrue at ten (10.0)% p.a. on the outstanding principal amount of the 2025 Revolving Loan and shall be calculated on the actual number of days elapsed and on the basis of a 365-day year.

Default interest rate
: If any Borrower fails to pay any sum payable under the Revolving Loan Agreement when due, such Borrower shall pay interest on such sum from the due date up to the date of actual payment at a rate which is ten (10.0%) p.a. above the rate specified in the 2025 Revolving Loan Agreement. Such default interest shall be compounded monthly and payable on demand.

27 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Maturity date (the “Maturity Date”)
: The last Business Day before the end of the term of the 2025 Revolving Loan Agreement, i.e. 31 December 2027.

– 28 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Early repayment

: Any Borrower may early repay and without any penalty the whole or any part of an advance to such Borrower by the Lender on any Business Day provided that an advance shall be only be prepaid on the interest payment date subject to not less than 7 Business Days prior notice of repayment to the Lender for that advance.

Condition precedent

: The 2025 Revolving Loan Agreement and the availability of the 2025 Revolving Loan are subject to the satisfaction of the following conditions:

(1) the delivery of all necessary corporate documents of the Borrowers, including but not limited to:

(a) certified copies of certificates of incorporation;

(b) certified copies of articles of association;

(d) all necessary documents required under the Money Lenders Ordinance;

(2) the execution of all security documents for the 2025 Revolving Loan by the relevant parties and completion of all necessary registrations and filings to perfect the security;

(3) the independent Shareholders having approved by way of poll at the SGM the entering into of the 2025 Revolving Loan Agreement; and

(4) the Stock Exchange having raised no objection to the transactions contemplated under the 2025 Revolving Loan Agreement.

29 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Lender shall be entitled to waive any of the conditions set out in (1)(a)-(c) above at its absolute discretion subject to such conditions as the Lender may impose.

As at the Latest Practicable Date, conditions (1), (2) and (4) have been fulfilled.

Events of default : There shall be an event of default if, inter alia:

(1) any Borrower fail to pay any principal, interest, or any other sum payable at time; or
(2) any other situation which, in the Lender's absolute discretion, could adversely affect the ability of the Borrowers to perform any of their respective obligations under the term of the 2025 Revolving Loan Agreement.

Proposed Annual Caps

When setting out the maximum principal amount to be drawn by the Borrowers under the 2025 Revolving Loan Agreement (i.e. HK$30,000,000), we understand the Group has considered (i) the historical transaction amounts as discussed below under the paragraph "HISTORICAL TRANSACTION AND NON-COMPLIANCE" in the Letter from the Board; (ii) the Group's internal financial resources currently available; and (iii) the reasons for entering into the 2025 Revolving Loan Agreement as discussed in the Letter from the Board.

In determining the Proposed Annual Caps in respect of the 2025 Revolving Loan under the 2025 Revolving Loan Agreement for each of the financial years ending 31 December 2025, 2026 and 2027 ("FY2025", "FY2026" and "FY2027"), the Company has taken into account:

(a) the maximum principal amount not exceeding HK$30,000,000 that may be provided by Joy Wealth under the 2025 Revolving Loan Agreement; and
(b) the maximum accrued interest amount that may be payable under the 2025 Revolving Loan Agreement based on the maximum principal amount set out in (a) above, and the interest rate stipulated under the 2025 Revolving Loan Agreement, with an estimated annual interest rate of 10.0% and the estimated maximum accrued interest for each of FY2025, FY2026 and FY2027 being approximately HK$3,000,000.

30 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

	FY2025	FY2026	FY2027
Maximum principal amount	HK$30,000,000	HK$30,000,000	HK$30,000,000
Estimated maximum accrued interest	HK$3,000,000	HK$3,000,000	HK$3,000,000
Proposed Annual Caps	HK$33,000,000	HK$33,000,000	HK$33,000,000

For further details in relation to the 2025 Revolving Loan Agreement and the Proposed Annual Caps, please refer to the paragraphs headed "THE 2025 REVOLVING LOAN AGREEMENT" in the Letter from the Board.

3 Reasons for and Benefits of the 2025 Revolving Loan

Taking into account the principal business activities of the Group, the grant of the 2025 Revolving Loan to the Borrowers is in the ordinary and usual course of business of the Group.

We noted from the Letter of the Board that the terms of the 2025 Revolving Loan Agreement were negotiated on an arm's length basis between the Lender and the Borrowers. The advance in respect of the 2025 Revolving Loan Agreement was made based on (i) the Group's credit assessments on the financial strength and repayment ability of the Borrowers; and (ii) the shareholder background of the Borrowers. None of the Borrowers have late repayment and default records based on the historical loan transactions with the Lender. Furthermore, given the asset-light business nature of the Borrowers, they do not have any fixed asset which is suitable for securing the 2025 Revolving Loan. Mr. Yan Li, as the Guarantor, has entered into the 2025 Revolving Loan Agreement with the Lender and the Borrowers, under which he undertakes to guarantee the Borrowers' repayment obligations as specified in the 2025 Revolving Loan Agreement. The personal guarantee from Mr. Yan Li provides additional security for the 2025 Revolving Loan.

We are also given to understand that, in assessing the financial strength and repayment ability of the Borrowers, the Group has (i) performed internal credit assessment of the Borrowers, with satisfactory results; and (ii) conducted a winding-up search on the Borrowers, with no material irregularities noted. After taking into account the factors as disclosed above in assessing the risk of the advance, the Group considers that the risk involved in the advance to the Borrowers is low and acceptable to the Group.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed the aforesaid internal credit assessment report by the Group on the Borrowers and the winding-up search conducted on the Borrowers. In approving the granting of the 2025 Revolving Loan, we understand the financial performance of the Borrowers, the financial background of the Guarantor, the results of the winding-up search conducted on the Borrowers and the previous historical transaction with HK Zhong Ji 1 were considered by the Lender.

Taking into account the reasons as discussed above and that a stable revenue and cashflow stream from the interest income is expected to be generated by the Company, we understand that the Directors (excluding Mr. Yan Li) consider that the terms of the 2025 Revolving Loan Agreement are fair and reasonable and the entering into of the 2025 Revolving Loan Agreement is in the interests of the Company and its Shareholders as a whole.

After reviewing the aforesaid documents and understanding the basis of approving the terms of the 2025 Revolving Loan by the Lender, we concur with the Directors (excluding Mr. Yan Li) that the terms of the 2025 Revolving Loan Agreement are fair and reasonable and the entering into of the 2025 Revolving Loan Agreement is in the interests of the Company and its Shareholders as a whole.

4 Our Analysis on the 2025 Revolving Loan

In order to assess the fairness and reasonableness of the terms of the 2025 Revolving Loan Agreement, in view that the 2025 Revolving Loan is provided by the subsidiary of the Company to its connected persons, we therefore reviewed similar transactions of companies listed on the Stock Exchange or their subsidiaries of which provided loan or financial assistance to connected person(s) during the period from 12 August 2024 to and up to 11 November 2024 (the "Review Period"), being approximately three months from the date of the 2025 Revolving Loan Agreement, which we consider to be sufficient for the purpose of our analysis set out hereunder as we are of the view that the transactions to be representative of similar recent transactions. We believe the transactions which met the said criteria serve as an accurate reflection on how companies listed on the Stock Exchange or their subsidiaries provided loan or financial assistance to connected person(s).

On a best effort basis and to the best of our knowledge, we have identified seven transactions on an exhaustive basis (the "Market Comparables") which meet the aforementioned criteria, save for the transaction of China Shuifa Singyes New Materials Holdings Limited (8073) as the circular containing the opinion from the letter of advice of the independent board committee is yet to be published as at the Latest Practicable Date. We are of the view that the Market Comparables based on such Review Period and criteria set out above are meaningful references to the Independent Shareholders on the general market practice in connection with recent similar transactions of companies listed on the Stock Exchange or their subsidiaries of which provided loan or financial assistance to connected person(s). The Independent Shareholders should note that the size, business nature, scale of operations and prospects of the Company may not be exactly the same as the Market Comparables and we have not conducted any in-depth investigation into the size, business nature, scale of operations and prospects of the Market Comparables.

32 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Nevertheless, given that this analysis is aiming at taking a general reference to the market practice in relation to similar type of transactions of companies listed on the Stock Exchange or their subsidiaries of which provided loan or financial assistance to connected person(s), we consider that our comparable analysis on the terms of the 2025 Revolving Loan Agreement without limiting to companies that are with similar size, business nature and scale of operations as that of the Group is fair and reasonable for the Independent Shareholders' reference.

The following table sets out the details of the Market Comparables:

Date of announcement	Name (Stock code)	Loan size	Interest rate	Term to maturity (months)	Collateral/ Guarantee
11 Nov 2024	Furniweb Holdings Limited (8480)	Equivalent to approximately HK$8.8 million^{(2)}	6.0%	24	No
1 Nov 2024	Jilin Province Chuncheng Heating Company Limited (1853)	Equivalent to approximately HK$324.0 million^{(3)}	4.5%	60	No
14 Oct 2024	BII Railway Transportation Technology Holdings Company Limited (1522)	HK$255.0 million	5.07155%^{(5)}	36	Yes
7 Oct 2024	Minshang Creative Technology Holdings Limited (1632)	HK$9.5 million	8.0%	12	No
30 Sep 2024	S-Enjoy Service Group Co., Limited (1755)	Equivalent to approximately HK$129.6 million^{(3)}	6.05%^{(6)}	36	Yes
19 Sep 2024	Hui Xian Real Estate Investment Trust (87001)	Equivalent to approximately HK$43.2 million^{(3)}	4.95%^{(7)}	60	No
12 Sep 2024	Dida Inc. (2559)	Equivalent to approximately HK$58.4 million^{(4)}	5.35%	18	Yes
	Maximum	HK$324.0 million	8.0%	60
	Minimum	HK$8.8 million	4.5%	12
	Average	HK$118.4 million	5.7%	35
	Median	HK$58.4 million	5.4%	36
	The Company (767)	HK$30 million	10.0%	36	Yes

Source: hkexnews.hk

Notes:

(1) Information has been extracted from the relevant announcements of the respective comparables.
(2) For illustration purpose only, RM has been translated at RM1 to HK$1.76.
(3) For illustration purpose only, RMB has been translated at RMB1 to HK$1.08.
(4) For illustration purpose only, US$ has been translated at US$1 to HK$7.78.
(5) As disclosed in the announcement of BII Railway Transportation Technology Holdings Limited dated 14 Oct 2024, the loan shall floating interest rate equal to 1 month HIBOR (Hong Kong Interbank Offered Rate) + 70 basis points (bps), with a maximum interest rate of 6.5% p.a.. As at the date of the announcement, the applicable rate was 5.07155% p.a..

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(6) As disclosed in the announcement of S-Enjoy Service Group Co., Limited dated 30 Sep 2024, the loan shall bear floating interest rate equal to the higher of (i) the floating loan prime rate for loans of more than one year (inclusive) and less than five years (if any) published by the People's Bank of China applicable on the date of drawdown; and (ii) the fixed lending rate of 6.05% p.a.. As at the date of the announcement, the applicable rate was 6.05%.

(7) As disclosed in the announcement of Hui Xian Real Estate Investment Trust dated 19 Sep 2024, the loan shall bear floating interest rate equal to the over-five-year loan prime rate announced by the National Interbank Funding Center in the last calendar month of the immediately preceding quarter plus 1% p.a.. As at the date of the announcement, the applicable rate was 4.95% p.a..

(a) Interest rate

As illustrated by the above table, the interest rate of the Market Comparables ranges from 4.5% to 8.0%, with an average of approximately 5.7% and a median of approximately 5.4%.

We note that the interest rate of 10.0% under the 2025 Revolving Loan Agreement is higher than the average and the median and the range of the interest rate of the Market Comparables. We further noted that (i) four out of seven Market Comparables carried fixed interest rates; and (ii) three out of seven Market Comparables carried floating interest rates.

Considering (i) majority of the Market Comparables carried fixed interest rates; and (ii) floating interest rates may increase or decrease resulting in the potential fluctuation on the interest income, we are of the view that the fixed interest rate of the 2025 Revolving Loan is a normal and common market practice and provide the Group with a fixed interest income in a prudent basis. Accordingly, we consider that adopting a fixed interest rate and also the interest rate of 10.0% p.a. pursuant to the 2025 Revolving Loan is fair and reasonable.

(b) Term to maturity

As illustrated by the above table, the term of maturity of the Market Comparables ranges from 12 months to 60 months with an average of approximately 35 months and median of 36 months. The duration of the 2025 Revolving Loan Agreement is in line with the aforesaid range of Market Comparables. Accordingly, we consider the term of maturity of the 2025 Revolving Loan Agreement to be fair and reasonable.

(c) Collateral/Guarantee

As illustrated by the above table, four out of seven Market Comparables were not secured by collateral or guarantee or no information in relation to the collateral or the guarantee was noted in the announcements. As such, it is not uncommon in the market for provision of a loan to a connected person by the listed companies in Hong Kong without collateral or guarantee.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the above, we are of the view that the terms of the 2025 Revolving Loan Agreement are on normal commercial terms, fair and reasonable as far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

5 Our Analysis on the Proposed Annual Caps

As disclosed in the Letter from the Board, the Proposed Annual Caps in respect of the 2025 Revolving Loan for each of FY2025, FY2026 and FY2027 pursuant to the 2025 Revolving Loan Agreement was determined by taking into account of (i) the maximum principal amount not exceeding HK$30 million that may be provided under the 2025 Revolving Loan Agreement; and (b) the maximum accrued interest amount that may be payable under the 2025 Revolving Loan Agreement.

Taking into account that (i) the cash and cash equivalents held by the Group of approximately HK$78.7 million as at 30 June 2024, which is able to fund the maximum principal amount of HK$30 million that may be provided under the 2025 Revolving Loan; (ii) the anticipated interest income to be received pursuant to the 2025 Revolving Loan; and (iii) the personal guarantee from Mr. Yan Li, we consider the Proposed Annual Caps to be fair and reasonable so far as the Independent Shareholders are concerned.

6 Possible Financial Effects

(a) Effect on total assets

According to the 2024 Interim Report, the total assets of the Group was approximately HK$498.8 million. In relation to the grant of the 2025 Revolving Loan of up to a maximum principal amount of HK$30,000,000, which represents approximately 6.0% of the total assets of the Group as at 30 June 2024. As the Group intends to finance the provision of the 2025 Revolving Loan by its general working capital and the 2025 Revolving Loan to be provided will continue to be classified as assets of the Group, it is expected that the total assets of the Group would remain unchanged as a result of the provision of the 2025 Revolving Loan.

(b) Effect on revenue

As the Group shall be entitled to an estimated maximum accrued interest of HK$3,000,000 for each of FY2025, FY2026 and FY2027 pursuant to the 2025 Revolving Loan Agreement, the provision of the 2025 Revolving Loan is expected to have a positive impact on the future earnings of the Group in the event that any amount is drawn down by the Borrowers.

35 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As the Group intends to finance the provision of the 2025 Revolving Loan by its general working capital and the 2025 Revolving Loan to be provided will continue to be classified as current assets of the Group, it is expected that the Group’s gearing ratio (defined as the Group’s total interest-bearing borrowings divided by the Group’s total equity) and current assets would remain unchanged as a result of the provision of the 2025 Revolving Loan.

OPINION AND RECOMMENDATION

Taking into consideration of the above principal factors and reasons, we are of the opinion that the terms of the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps are on normal commercial terms, fair and reasonable so far as the Company and the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the relevant resolution(s) proposed at the SGM thereby approving the 2025 Revolving Loan Agreement and the transactions contemplated thereunder or the Proposed Annual Caps.

Yours faithfully,
For and on behalf of
Alpha Financial Group Limited
Cheng Chi Ming, Andrew
Managing Director

Yours faithfully,
For and on behalf of
Alpha Financial Group Limited
Irene Ho
Vice President

Mr. Cheng Chi Ming, Andrew is the Managing Director of Alpha Financial Group Limited and is licensed under the SFO as a Responsible Officer to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Mr. Cheng has over 21 years of experience in the corporate finance industry in Hong Kong.

Ms. Irene Ho is the Vice President of Alpha Financial Group Limited and is licensed under the SFO as a Responsible Officer to conduct Type 6 (advising on corporate finance) regulated activities. Ms. Ho has over 10 years of experience in the corporate finance industry in Hong Kong.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL SUMMARY OF THE GROUP

Further information about the Group is disclosed in the last three (3) published annual reports, copies of which can be located at the hyperlinks below:

For the year ended	Hyperlink	Principal relevant pages
31 December 2023	https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0426/2024042600403.pdf	84–212
31 December 2022	https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0428/2023042805173.pdf	71–200
31 December 2021	https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0628/2022062800696.pdf	73–212

2. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the effect of the provision of the 2025 Revolving Loan, cash flow from operations, the facilities available to the Group and the Group's present available financial resources, the Group has sufficient working capital for its requirements for the next twelve (12) months from the date of this circular.

3. INDEBTEDNESS

As at the close of business on 31 October 2024, being the latest practicable date for the purpose of determining the indebtedness of the Group prior to the printing of this circular, the Group had total bank and other borrowing amounting to approximately HK$11.8 million and amounts due to related companies amounting to approximately HK$3.6 million, details of which are as follows:

The Group had outstanding unsecured and unguaranteed bank borrowings of approximately HK$2.2 million, which are payable on demand and other borrowing from independent third parties of approximately HK$9.6 million, of which approximately HK$3.0 million were guaranteed by Mr. Yan Li and approximately HK$6.6 million were unguaranteed, which are payable within one year. The Group had outstanding amounts due to related companies of approximately HK$3.6 million which were unsecured, unguaranteed, interest-free and had no fixed term of repayment.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables in the ordinary course of business, as at the close of business on 31 October 2024, the Group did not have any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

indebtedness, liabilities under acceptances or acceptance credits, mortgages, debentures or debt securities issued and outstanding, charges, hire purchases commitments, or other material contingent liabilities.

As at the Latest Practicable Date, the Directors have confirmed that, save as disclosed above, there has not been any material change in the indebtedness and contingent liabilities of the Group since 31 October 2024.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group have been focusing on expanding its longevity science business in addition to operating and managing its existing businesses of money lending and financial advisory business, securities and other investment business, and property investment business.

Recognizing the global trend towards increased awareness of individual longevity health science, the Group intends to step up its investment to accelerate its transformation, which began last year. During 2024, the Group's longevity science business delivered a respectable performance despite the challenging pandemic operating environment. In 2024, a restrained trading environment and sluggish sentiment in the PRC property market, especially in cities such as Beijing, Chongqing, Chengdu, Suzhou, Tianjin, and Shanghai, led to increased debt default risks. This negatively impacted the performance of home loans and secured loans in the money lending and financial advisory business. In response to the challenging macroeconomic conditions, the Group will continue to take a cautious approach, focusing primarily on loans initiated through strategic partners, which resulted in stable yet unremarkable performance.

5. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, there has been no material adverse change in the financial or trading position or outlook of the Group since 31 December 2023, the date to which the latest published audited financial statements of the Group were made up, up to and including the Latest Practicable Date.

APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes 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 enquiries, confirm that to the best of their knowledge and belief the information contained in this 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.

2. DISCLOSURE OF DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules, and which have been notified to the Company and the Stock Exchange are as follows:

Name of Director	Capacity	Number of Shares held in long position (L)/short position (S)	Number of underlying Shares held in long position (L)/short position (S)	Total number of Shares in long position (L)/short position (S)	Percentage (Note 1)
Mr. YAN Li	Beneficial owner and interest of controlled corporation	49,143,517 (L)	—	—	8.99% (L)
Ms. CAO XIE Qiong	Interest of spouse	4,660,000	—	4,660,000 (L)	0.85% (L)
Mr. LI Xiaoshuang (Note 2)	Beneficial owner	—	3,868,000 (L)	3,868,000 (L)	0.71% (L)

This represented the approximate percentage of the total number of issued Shares as at Latest Practicable Date.
Mr. Li Xiaoshuang held 3,868,000 share options of the Company entitling him to subscribe for 3,868,000 shares.

APPENDIX II

GENERAL INFORMATION

Save as disclosed herein and so far as is known to the Directors, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had an interest or a short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which are required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange. Save as disclosed herein and so far as is known to the Directors, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or a short position in Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO, and so far as is known to the Directors, the persons or entities (other than the Directors or chief executive of the Company) who had or was deemed or taken to have an interest and/or short position in the Shares or the underlying Shares which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital of the Company carrying rights to vote in all circumstances at general meetings of the Company are as follows:

Name	Capacity	Number of Shares held in long position (L)/short position (S)	Number of underlying Shares held in long position (L)/short position (S)	Total number of Shares in long position (L)/short position (S)	Percentage (Note 1)
Butani Papu Mdharam	Beneficial owner	50,530,000 (L)	—	50,530,000 (L)	9.24% (L)
Chainrai Balram	Beneficial owner	50,000,000 (L)	—	50,000,000 (L)	9.15% (L)
Wang Jianyong	Beneficial owner	46,511,628 (L)	—	46,511,628 (L)	8.51% (L)
Yan Zhen	Beneficial owner	30,232,558 (L)	—	30,232,558 (L)	5.53% (L)
So Hoi Wing, Jackson	Beneficial owner	30,000,000 (L)	—	30,000,000 (L)	5.49% (L)

The information in the above table is based on information publicly available to the Company as at the Latest Practicable Date.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into a service contract with any member of the Group, other than service contracts expiring or terminable by the relevant member of the Group within one year without payment of compensation other than statutory compensation.

APPENDIX II

GENERAL INFORMATION

5. DIRECTORS' INTERESTS IN CONTRACTS AND ASSETS

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by, or leased to, any member of the Group since 31 December 2023, being the date to which the latest published audited financial statements of the Group were made up.

6. DIRECTORS' INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

7. MATERIAL CONTRACTS

The following material contracts (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Group) had been entered into by the Group within the two (2) years immediately preceding and including the Latest Practicable Date:

(a) the conditional placing agreement dated 20 April 2023 entered into between Cheer Union Securities Limited (as placing agent) and the Company (as issuer) in relation to the placing, on a best effort basis, of up to 29,730,000 new Shares (after share consolidation) at the placing price of HK$0.49 per placing Share (after share consolidation) under general mandate for net proceeds of approximately HK$14,016,352; and

(b) the 2025 Revolving Loan Agreement.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claims of material importance and, so far as the Directors are aware, there was no litigation or claim of material importance pending or threatened by or against the Group.

APPENDIX II

GENERAL INFORMATION

9. EXPERT AND CONSENT

The following is the qualification of the expert who has been named in this circular or has given opinion or advice contained in this circular:

Name	Qualification
Alpha Financial Group Limited	a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the references to its name in the forms and context in which it appears.

As at the Latest Practicable Date, the above expert did not have:

(a) any direct or indirect interest in any assets which have been, since 31 December 2023 (being the date to which the latest published audited consolidated accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group; and

(b) any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

10. GENERAL

(a) The company secretary of the Company is Mr. Yeung Yuk Hong, a member of The Hong Kong Institute of Certified Public Accountants.

(b) The registered office of the Company is at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM10, Bermuda and the principal place of business of the Company in Hong Kong is at Room 220 2/F, Mega Cube, No.8 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.

(c) The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

(d) Unless otherwise stated, all references to times and dates in this circular refer to Hong Kong times and dates.

APPENDIX II

GENERAL INFORMATION

11. DOCUMENTS AVAILABLE ON DISPLAY

Copies of the following documents are available on display on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at http://www.irasia.com/listco/hk/zhongjilongevity for the period of 14 days from the date of this circular:

(a) the letter from the Independent Board Committee as set out in the section headed “Letter from the Independent Board Committee” of this circular;

(b) the letter from Alpha Financial, the Independent Financial Adviser as set out in the section headed “Letter from the Independent Financial Adviser” of this circular;

(d) the 2025 Revolving Loan Agreement.

II-5 -

NOTICE OF SGM

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

(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

NOTICE OF SGM

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:

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.
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.
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.

– N-2 –

AI assistant

Sands China Ltd. — Proxy Solicitation & Information Statement 2024

50273_rns_2024-12-24_1bcfb798-f307-4a8d-99e0-140f9d5027c4.pdf

DEFINITIONS

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

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO

THE 2025 REVOLVING LOAN AGREEMENT

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

THE 2025 REVOLVING LOAN

THE 2025 REVOLVING LOAN AGREEMENT

REASONS FOR AND BENEFITS OF THE 2025 REVOLVING LOAN

PROPOSED ANNUAL CAPS AMOUNT

FINANCIAL EFFECTS OF THE PROVISION OF THE 2025 REVOLVING LOAN

INFORMATION ON THE COMPANY AND THE LENDER

The Company

The Lender

INFORMATION ON THE BORROWERS AND THE GUARANTOR

The Borrowers

HK Zhong Ji 1

Asian Integrated

International Medical

Longevity Medical

The Guarantor

FUNDING OF THE 2025 REVOLVING LOAN

HISTORICAL TRANSACTION AND NON-COMPLIANCE

REMEDIAL ACTIONS TAKEN BY THE COMPANY

LISTING RULE IMPLICATIONS

THE SGM

CLOSURE OF REGISTER OF MEMBERS

RECOMMENDATION

ADDITIONAL INFORMATION

小基長壽科學

Zhong Ji Longevity Science Group Limited

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO THE 2025 REVOLVING LOAN AGREEMENT

MAJOR AND CONTINUING CONNECTED TRANSACTION IN RELATION TO THE 2025 REVOLVING LOAN AGREEMENT

INTRODUCTION

LISTING RULES IMPLICATIONS

INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1 Background And Financial Information

A. Information on the Group

B. Financial Information of the Group

FY2023 vs FY2022

6M2024 vs 6M2023

Asian Integrated

International Medical

Longevity Medical

D. The Guarantor

2 The 2025 Revolving Loan

The 2025 Revolving Loan Agreement

Proposed Annual Caps

3 Reasons for and Benefits of the 2025 Revolving Loan

4 Our Analysis on the 2025 Revolving Loan

(a) Interest rate

(b) Term to maturity

(c) Collateral/Guarantee

5 Our Analysis on the Proposed Annual Caps

6 Possible Financial Effects

(a) Effect on total assets

(b) Effect on revenue

1. FINANCIAL SUMMARY OF THE GROUP

2. WORKING CAPITAL

3. INDEBTEDNESS

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

5. MATERIAL ADVERSE CHANGE

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS

3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS

4. DIRECTORS' SERVICE CONTRACTS

5. DIRECTORS' INTERESTS IN CONTRACTS AND ASSETS

6. DIRECTORS' INTERESTS IN COMPETING BUSINESS

7. MATERIAL CONTRACTS

Sands China Ltd. Proxy Solicitation & Information Statement 2024