Sino-Life Group Limited - Proxy Solicitation & Information Statement 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sino-Life Group Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank manager, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SINO-LIFE GROUP LIMITED 中國生命集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE;

(2) MAJOR TRANSACTION IN RELATION TO FORMATION OF THE JV COMPANY; AND

(3) NOTICE OF EGM

Financial Adviser to the Company

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Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

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Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A letter from the Board is set out on pages 4 to 16 of this circular. A letter from the Independent Board Committee is set out on pages 17 to 18 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 19 to 30 of this circular.

A notice convening the general meeting of the Company to be held at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on Monday, 22 November 2021 at 10: 00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment meeting thereof should you so wish.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven (7) days from the date of its publication and is available for reference on the website of the Company at www.sinolifegroup.com.

PRECAUTIONARY MEASURES FOR EGM

We will implement the following precautionary measures to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including but not limited:

(i) compulsory body temperature checks and health declarations; (ii) mandatory wearing of a surgical face mask for each attendee; and (iii) no distribution of corporate gift or refreshment. Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

29 October 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENT

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Letter from	Donvex Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Appendix I	— Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Appendix II	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

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DEFINITIONS

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

‘‘associate(s)’’	has the meaning ascribed to it in the GEM Listing Rules;
‘‘Board’’	the board of Directors;
‘‘Capital Increase	the capital increase agreement dated 13 September 2021 entered
Agreement’’	into between Zhongke Xunda, Nanyue CB and Zhongke Zhenhui
	to increase the registered capital of Zhongke Zhenhui from
	RMB10 million to RMB80 million;
‘‘Company’’	Sino-Life Group Limited, a company incorporated in Cayman
	Islands with limited liability, the shares of which are listed on
	GEM;
‘‘connected person(s)	has the meaning ascribed to it under the GEM Listing Rules;
‘‘Directors’’	the directors of the Company;
‘‘EGM’’	an extraordinary general meeting of the Company to be
	convened to consider and, if thought fit, to approve the
	ordinary resolutions in respect of the Capital Increase
	Agreement, the JV Agreement and the transactions
	contemplated thereunder;
‘‘GEM Listing Rules’’	the Rules governing the Listing of Securities on GEM of the
	Stock Exchange;
‘‘Group’’	the Company and its subsidiaries;
‘‘HK$’’	Hong Kong dollar(s), the lawful currency of Hong Kong;
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC;
‘‘Independent Board	the independent committee of the Board, comprising all
Committee’’	independent non-executive Directors, established to advise the
	Independent Shareholders on the Capital Increase Agreement
	and the transactions contemplated thereunder;

‘‘Independent Financial Donvex Capital Limited, a corporation licensed to carry on Type Adviser’’ or ‘‘Donvex 6 (advising on corporate finance) regulated activity under the Capital’’ SFO, being the independent financial adviser appointed to advice the Independent Board Committee and the Independent Shareholders in relation to the Capital Increase Agreement and the transaction contemplated thereunder;

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DEFINITIONS

‘‘Independent Shareholder(s) other than those who are required under the Shareholder(s)’’ GEM Listing Rules to abstain from voting on the resolution to be proposed at the EGM to approve the Capital Increase Agreement;
‘‘Independent Third a third party independent of and not connected with the Party’’ Company and its connected persons;
‘‘JV Agreement’’ the joint venture agreement dated 13 September 2021 entered into between Zhongke Zhenhui and the JV Partner in relation to the formation of the JV Company;
‘‘JV Company’’ a limited liability company to be established in the PRC pursuant to the terms of the JV Agreement;
‘‘JV Partner’’ Shenzhen Huaxin Times Investment Co., Ltd.* (深圳市華信時代投資有限公司), a company established in the PRC on 24 February 2020 with limited liability;
‘‘Latest Practicable 25 October 2021, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information for inclusion in this circular;
‘‘Mr. Xu’’ Mr. Xu Jianchun, the chairman and an executive Director of the Company
‘‘Nanyue CB’’ Shenzhen Nanyue Crown Block Bio Intelligent Equipment Investment Co., Ltd.* (深圳市南嶽天車生物智能裝備投資有限公司), a company established in the PRC on 8 March 2021 with limited liability;
‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;
‘‘RMB’’ Renminbi, the lawful currency of the PRC;
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
‘‘Shareholder(s)’’ shareholder(s) of the Company;
‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited; ‘‘Vietnam’’ Socialist Republic of Vietnam;

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DEFINITIONS

‘‘Zhongke Xunda’’
Zhongke Xunda Biotechnology (Shenzhen) Company Limited* (中科訊達生物科技（深圳）有限公司), a company established in the PRC on 17 September 2019 with limited liability;
‘‘Zhongke Zhenhui’’ Zhongke Zhenhui (Guangdong) Medical Technology Company Limited* (中科臻慧（廣東）醫療科技有限公司), a company established in the PRC on 19 May 2020 with limited liability; and
‘‘%’’ per cent.
For identification purposes only

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LETTER FROM THE BOARD

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SINO-LIFE GROUP LIMITED 中國生命集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

Executive Directors: Mr. XU Jianchun Mr. LIU Tien-Tsai Dr. XU Qiang

Independent non-executive Directors:

Mr. CHAI Chung Wai Mr. SUN Fei Mr. WANG Jun

Registered office: The Grand Pavilion Commercial Centre Oleander Way 802 West Bay Road P.O. Box 32052 Grand Cayman KY1-1208 Cayman Islands

Registered office in Hong Kong: Unit 601, 6/F., Ovest 77 Wing Lok Street Sheung Wan, Hong Kong

29 October 2021

To the Shareholders

Dear Sir or Madam,

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE; (2) MAJOR TRANSACTION IN RELATION TO FORMATION OF THE JV COMPANY; AND (3) NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 13 September 2021 with respect to (i) the major and connected transaction in relation to the capital increase in Zhongke Zhenhui; and (ii) the major transaction in relation to the formation of the JV Company.

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LETTER FROM THE BOARD

After trading hours on 13 September 2021, Zhongke Xunda, an indirect wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with Nanyue CB to increase the registered capital of Zhongke Zhenhui from RMB10 million to RMB80 million on a pro rata basis. Pursuant to the Capital Increase Agreement, Zhongke Xunda and Nanyue CB agreed to contribute, by way of cash, RMB35.7 million and RMB34.3 million into the registered capital of Zhongke Zhenhui, respectively.

After trading hours on 13 September 2021, Zhongke Zhenhui entered into the JV Agreement with the JV Partner pursuant to which the parties thereto agreed to jointly establish the JV Company in the PRC which will be principally engaged in investment activities and corporate management consultation. The registered capital of the JV Company shall be amounted to RMB70 million, among which, Zhongke Zhenhui and the JV Partner shall contribute, by way of cash, as to RMB40 million and RMB30 million, respectively, representing approximately 57.14% and 42.86% equity interest in the JV Company, respectively.

The purpose of this circular is to provide you with, among other things, (i) further information of the Capital Increase Agreement, the JV Agreement and the transactions contemplated thereunder; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder; (iv) other information as required under the GEM Listing Rules; and (v) the notice of the EGM.

CAPITAL INCREASE IN ZHONGKE ZHENHUI

The principal terms of the Capital Increase Agreement are as follows:

Date: 13 September 2021 Parties: (i) Zhongke Xunda; (ii) Nanyue CB; and (iii) Zhongke Zhenhui

Capital contribution:

The registered capital of Zhongke Zhenhui will be increased from RMB10 million to RMB80 million. Zhongke Xunda and Nanyue CB currently holds 51% and 49% of the equity interest in Zhongke Zhenhui, respectively. Zhongke Xunda and Nanyue CB has agreed to contribute RMB35.7 million and RMB34.3 million in cash, respectively, to the registered capital of Zhongke Zhenhui.

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LETTER FROM THE BOARD

The amount of capital contribution was determined after arm’s length negotiations between Zhongke Xunda and Nanyue CB with reference to the capital requirements for potential investment plans of Zhongke Zhenhui, including but not limited to, the capital contribution in relation to the formation of the JV Company. The Group’s share of the capital contribution of RMB35.7 million shall be funded by the Group’s internal resources.

Settlement date:

On or before First contribution 30 June 2022 Second contribution 30 June 2023 Third contribution 31 December 2023	Capital contribution (RMB) 25,000,000 25,000,000 20,000,000
	70,000,000

Zhongke Xunda and Nanyue CB will contribute capital in accordance with their respective shareholding interest in Zhongke Zhenhui in each of the aforesaid instalments.

Conditions precedent:

The Capital Increase Agreement shall become effective upon fulfillment of the following conditions:

(i) having obtained the approval and permission, and complete the changes in business registration with the relevant government department; and
(ii) having obtained the approval in relation to the Capital Increase Agreement and the transaction contemplated thereunder by the Independent Shareholders at the EGM in accordance with the GEM Listing Rules.

Upon having obtained the Independent Shareholders’ approval in relation to the Capital Increase Agreement and the transaction contemplated thereunder, the articles of association of Zhongke Zhenhui will be revised in accordance with the principal terms of the Capital Increase Agreement for the purpose of changing its business registration with the relevant government department.

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

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LETTER FROM THE BOARD

As of the Latest Practicable Date, Zhongke Xunda and Nanyue CB held 51% and 49% of the equity interest in Zhongke Zhenhui, respectively. Upon completion of the capital increase, Zhongke Xunda and Nanyue CB will continue to hold 51% and 49% of the equity interest in Zhongke Zhenhui, respectively, and Zhongke Zhenhui will remain as an indirect non-wholly owned subsidiary of the Company and its financials will continue to be consolidated into the consolidated financial statements of the Group.

FORMATION OF THE JV COMPANY

The principal terms of the JV Agreement are as follows:

Date: 13 September 2021 Parties: (i) Zhongke Zhenhui; and (ii) JV Partner

Subject matter: The parties will jointly establish the JV Company on the terms set forth in the JV Agreement.

Scope of business: The registered scope of business of the JV Company will be engaging in investment activities and corporate management consultation (subject to the industrial and commercial registration).

Registered capital and RMB70 million capital structure:

The table below sets forth the capital structure and form of capital contribution of each of the shareholders of the JV Company:

Name of Shareholder Zhongke Zhenhui JV Partner Total	Capital Contribution (RMB) 40,000,000 30,000,000	Proportion of capital contribution Form of capital contribution (%) 57.14 Cash 42.86 Cash 100.00
	70,000,000

The amount of capital contribution was determined after arm’s length negotiations between Zhongke Zhenhui and the JV Partner with reference to the capital requirements of potential investment activities of the JV Company. The Group’s share of the capital contribution of RMB40.0 million shall be funded by the Group’s internal resources.

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LETTER FROM THE BOARD

Settlement date:

Zhongke Zhenhui shall pay the first contribution of RMB20 million before 30 June 2022 and the remaining contribution of RMB20 million before 30 June 2023.

The JV Partner shall pay the first contribution of RMB15 million before 30 June 2022 and the remaining contribution of RMB15 million before 30 June 2023.

Governance:

Shareholders’ meeting

Shareholders’ meeting shall serve as the supreme authority of the JV Company, deciding all significant matters of the JV Company. At the shareholders’ meeting, shareholders exercise their voting rights in proportion to their capital contributions to vote on matters, and matters shall be approved by shareholders representing more than half of the voting rights, except for the resolutions in connection to, (i) amending the articles of association; (ii) increasing or reducing the registered capital; and (iii) merger, division, dissolution, liquidation and conversion of the JV Company, and shall be approved by shareholders of the JV Company representing more than two-third of the voting rights.

Board of directors

The board of directors of the JV Company shall consist of three directors, of whom two shall be appointed by Zhongke Zhenhui and one shall be appointed by the JV Partner. The chairman of the board of directors of the JV Company shall be elected by more than half of the board of directors.

The term of appointment of each director and the chairman of the JV Company shall be three years. Such term for appointment is renewable subject to reappointment.

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LETTER FROM THE BOARD

Supervisor

The JV Company shall have one supervisor whom shall be approved by shareholders of the JV Company representing more than half of the voting rights.

The term of appointment of the supervisor of the JV Company shall be three years. Such term for appointment is renewable subject to reappointment.

Effective of the JV The JV Agreement shall become effective upon being signed Agreement: and sealed by both parties and upon fulfillment of the following conditions:
(i) having obtained the approval and permission, and completed the changes in business registration with the relevant government department; and
(ii) having obtained the approval in relation to the JV Agreement and the transaction contemplated thereunder by the Shareholders at the EGM in accordance with the GEM Listing Rules.

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

Operation of the JV Company

Zhongke Zhenhui and the JV Partner plan to make use of the JV Company as an investment platform to promote the development of the Group’s biotechnology business through investment activities and at the same time maximise the investment return to the JV Company. Through equity and/or securities investments, the JV Company will focus on investing in biotechnology industries, including but not limited to, biomedicine, medical healthcare, life science instrument, etc., as well as those emerging industries which could create synergy effect to the Group’s biotechnology business.

With the support of the JV Partner, Zhongke Zhenhui will be primarily responsible for the business development of the JV Company. The JV Company will set up a sound organisation structure and will establish a management team with comprehensive skillsets covering industry-related expertise, research and investment, and risk control. According to the preliminary plan, it is proposed that the management team of the JV Company will comprise (i) three biotechnology experts as industry-related consultants, including Mr. Xu Qiang, an executive Director; (ii) four investment and research professionals who have extensive experience in investment and project management in biotechnology related sectors, including Mr. Xu; and (iii) one risk control professional with finance and auditing background.

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LETTER FROM THE BOARD

Roles and responsibilities of the JV Partner

To ensure a healthy development of the JV Company as well as the proposed investment project(s), the JV Partner shall participate in the business management of the JV Company and provide comprehensive support to the JV Company, including business strategies, investment arrangements, talents recruitment and project resources. The roles and responsibilities of the JV Partner, include but not limited to, (i) assist in formulating the business plan and investment plan of the JV Company; (ii) participate in setting up the sound internal control policies and procedures of the JV Company; (iii) assist in formulating the management system of the JV Company; and (iv) involve in planning the financial budget, profit distribution plan and contingency plan of the JV Company.

Proposed risk management policies of the JV Company

With respect to the risk management policies of the JV Company, the JV Company will make reference to the Guidelines for the Risk Management of Fund Management Companies (基金管理公司風險管理指引) (the ‘‘Risk Management Guidelines’’) promulgated by the Asset Management Association of China (中國證券投資基金業協會), and follow the principles as set out in the Risk Management Guidelines to strengthen its risk awareness, enhance risk prevention capabilities, and establish a comprehensive risk management system, including but not limited to:

(i) the risk management policies shall cover all departments, positions and personnel of the JV Company through all business processes and procedures;
(ii) the JV Company shall establish an independent risk management department or personnel, which will be responsible for evaluating, monitoring, inspecting and reporting the JV Company’s risk management status;
(iii) various functions and responsibilities of all departments, positions and personnel of the JV Company should be clearly defined and mutually restrained within the risk management system;
(iv) the JV Company shall ensure that the objectives of the risk management functions are consistent with the strategic development objectives of the JV Company; and
(v) the JV Company shall regularly evaluate the effectiveness of its risk management system, and revise or improve it in a timely manner in accordance with the adjustment of relevant laws and regulations and changes in the internal and external environments such as business strategies, policies, and objectives.

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LETTER FROM THE BOARD

Proposed investment mandate of the JV Company

With respect to the investment authorisation system and the investment mandate of the JV Company, the JV Company will make reference to the Guiding Opinions on the Management of Investment Managers of Fund Management Companies (基金管理公司投資管理人員管理指導意見) promulgated by the China Securities Regulatory Commission, to clearly define the investment authority and prevent investment personnel from engaging in investment activities beyond their authority. The general principals including but not limited to:

(i) formulate specific investment plans within the scope approved by the directors of the JV Company;
(ii) investment personnel shall discharge their duties within the designated investment limit and/or scope; and
(iii) if any potential investment is exceeding the designated limit and/or scope of authorisation, the approval procedures shall be strictly followed and performed in accordance with the corporate policies of the JV Company.

In the event that the investment mandate of the JV Company contradicts with the applicable laws of Hong Kong and/or other applicable jurisdictions, including but not limited to the SFO and the GEM Listing Rules, the applicable laws and regulations shall prevail, and the JV Company shall obtain all necessary approval, permission, etc. in respect of the investment proposal contemplated thereunder and comply with all material applicable laws and regulations, including but not limited to the SFO and the GEM Listing Rules.

BACKGROUND INFORMATION OF THE PARTIES INVOLVED

Information of the Company, the Group and Zhongke Xunda

The Company is principally engaged in investment holding. The Group is principally engaged in the provision of funeral and related services in the PRC, Taiwan and Hong Kong, sale of burial plots and tombstones and provision of cemetery maintenance services in Vietnam, and provision of advise services on stem cells and immunocytes in the PRC and sales of advance biotechnical machineries and other electronic products in Hong Kong.

Zhongke Xunda is principally engaged in the businesses of research and development of medicine, development of biotechnology and biomedical engineering, consultancy of biotechnology, etc.

Information of Nanyue CB

Nanyue CB is principally engaged in research and development of biological instrument; software data development and consulting services; data processing technology consulting and technical services; and project investment. Nanyue CB is ultimately owned as to approximately 71.25% by Mr. Xu and his associates.

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LETTER FROM THE BOARD

Nanyue CB is directly wholly-owned by Shenzhen Nanyue Asset Management Co., Ltd (深圳市南嶽資產管理有限公司) (‘‘Nanyue AM’’). The remaining 28.75% beneficiary interest of Nanyue CB, held through Nanyue AM, is owned by Fan Xiaoqiao (範小巧), Xiangxue Pharmaceutical Co., Ltd. (300147.SZ), Zhenshi Holding Group Co., Ltd. (振石控股集團有限公司), Xiao Tiying (肖體英) and Wang Haifang (王海芳) as to 11.4%, 9.5%, 5.0%, 1.85% and 1.0%, respectively. Zhenshi Holding Group Co., Ltd. is owned as to approximately 70.28% and 25.23% by Zhang Yuqiang (張毓強) and Tongxiang Mushi Trading Co., Ltd. (桐鄉務石貿易有限公司), respectively, with the remaining approximately 4.49% owned by three individuals. Tongxiang Mushi Trading Co., Ltd.* is ultimately wholly-owned by Zhang Jiankan (張健侃).

To the best of the Directors’ knowledge, having made all reasonable enquiries, the shareholders and its ultimate beneficial owners of the remaining 28.75% equity interest of Nanyue CB are independent of and not connected with the Company or any of its connected persons.

Nanyue AM was established on 6 September 2013. It has been concentrating on biotechnological investments in recent years. Nanyue AM cooperates with scientists from a top research institution in China to promote the application and industrialisation of research results. Nanyue AM’s investments mainly include genome sequencing, biological big data, cytokine, stem cells, tumor testing and targeted therapy, pestilence testing, treatment and vaccine development, and manufacturing of life science equipment. Nanyue AM has incubated dozens of startups and indirectly assisted the establishment of a local science park with the Foshan government. With years of investment in the biotechnology area, certain biotechnology projects invested by Nanyue AM has achieved remarkable results. Below are two examples of investments by Nanyue AM in Foshan in 2014 and 2015:

(i) a company located in Foshan principally engaged in tuberculosis screening, diagnosis, and research and development on relative vaccine is currently in the process of preparing the application for listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange; and
(ii) another Foshan company principally engaged in tumor development of Category 1.1 new drugs which has entered phase III of the clinical trials.

As the investors considered the industry of the above companies promising, these two companies have attracted institutional investors and received multiple rounds of capital injections. The market value of the entire equity of the above companies has been increasing significantly over the years.

Information of Zhongke Zhenhui

Zhongke Zhenhui is principally engaged in technical development and consultation services, investment activities and business management consultation.

Based on the unaudited financial statements of Zhongke Zhenhui, the net loss before and after taxation from the date of its incorporation (i.e. 19 May 2020) to 31 December 2020 were RMB516,696, and the net loss before and after taxation for the six months ended 30 June 2021 were approximately RMB79,408.

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LETTER FROM THE BOARD

The unaudited net asset value of Zhongke Zhenhui as at 30 June 2021 were approximately RMB5.1 million.

Information of the JV Partner

The JV Partner is principally engaged in venture capital and investment consultation, and is ultimately owned as to 99% by Ou Yafei (歐亞非) (‘‘Mr. Ou’’), an Independent Third Party.

To the best of the Directors’ knowledge, having made all reasonable enquiries that, (i) the JV Partner and its ultimate beneficial owner are independent of and not connected with the Company or any of its connected persons; and (ii) there is, and in the past twelve months, there has been, no material loan arrangement between (a) the JV Partner, any of its directors, partners and legal representatives and/or any ultimate beneficial owner(s) of the JV Partner who can exert influence on the transaction; and (b) the Company, any connected person at the Company’s level and/or any connected person at the subsidiary level (to the extent that such subsidiary/subsidiaries is/are involved in the transaction).

The JV Partner was established on 24 February 2020. To the best knowledge of the Directors, the JV Partner is Mr. Ou’s newly established investment platform focusing on high-technology industries including biotechnology sector. During the past year, the JV Partner has invested in projects in biotechnology related industries and other emerging industries.

Mr. Ou, being the executive director of the JV Partner, has been engaged in investment activities for more than 30 years with rich management experience and outstanding performance in finance and securities investment. Mr. Ou has established and controlled a number of investment platforms, including but not limited to, Shenzhen JiaDexin Investment Limited (‘‘深圳市加德信投資有限公司’’) (‘‘Shenzhen Jiadexin’’), Qiankun Futures Brokerage Co., Ltd. (‘‘乾坤期貨經紀有限公司’’), and Shenzhen Huaxinlian Investment Co., Ltd. (‘‘深圳市華信聯投資有限公司’’), etc. In particular, Shenzhen Jiadexin was established on 9 July 1997 in the PRC with paid up capital of RMB210 million. To the best knowledge of the Directors, Shenzhen Jiadexin holds approximately 9.86% equity interest in ZhongAn Online P & C Insurance Co., Ltd. (6060.HK) and approximately 0.81% equity interest in Guangdong Fenghua Advanced Technology Holding Co., Ltd. (000636.SZ).

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Group has been actively seeking to diversify its income sources in order to bring valuable returns to the Shareholders. Since early 2019, while consolidating traditional funeral services, the Group has implemented a diversified development strategy in prioritising the pilot stem cell business, and developing stem cells, culture media, equipment and other related businesses which has achieved substantial progress with the efforts of the management of the Group. As disclosed in the interim report of the Company for the six months ended 30 June 2021 (the ‘‘Interim Report’’), it is the business strategy of the Company in seizing the significant opportunities of the booming development of the emerging industries in biotechnology and allocating more resources to support the development of the Group’s biotechnology business. As further disclosed in the Interim Report, as a direction for the development of the Group, the Group will give full play to the

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LETTER FROM THE BOARD

key empowerment of investment and make its investment layout revolving around the biotechnology industry, accordingly, the Group will carry out relevant investment activities, and continue to expand the scale of its investment business.

Zhongke Zhenhui is planned to be a comprehensive investment platform of the Group and will actively look for suitable investments and/or business opportunities to diversify the business of Group with an objective to broaden the Group’s source of income and enhance the long-term growth potential of the Group. By further increasing the registered capital of Zhongke Zhenhui, together with the further investment from Nanyue CB, the Company considers that the enlarged capital of Zhongke Zhenhui would provide sufficient funding for Zhongke Zhenhui to grasp the investment opportunities that become available from time to time, which in turn is expected to bring in investment income to the Group.

The JV Partner is principally engaged in venture capital and investment consultation which focuses on investment in emerging industries, and has a professional investment team with extensive investment experience. Please refer to the sub-section headed ‘‘Information of the JV Partner’’ in this letter for further background of the JV Partner. The formation of the JV Company enables the Group to introduce a long-term business partner which benefits to the Group in obtaining strategic support in the long run and promoting the sustainability and stability for the Group’s business development, whereas strengthening the competitive edges of the Group. The formation of the JV Company also allows the Company to further expand the scale of investment, and thus, increase the investment income of the Group as well as the return to the Shareholders.

FINANCIAL EFFECTS

Upon completion of the formation of the JV Company, the Company will indirectly hold approximately 57.14% equity interest in the JV Company and the JV Company will become a subsidiary of the Company. The financial results, assets and liabilities of the JV Company will be consolidated into the consolidated financial statements of the Group.

Given that the capital contribution of the Company in relation to the Capital Increase Agreement and the JV Agreement will be funded by the internal resources of the Group, the Board considers that upon fulfillment of the capital contribution of the Capital Increase Agreement and/or the JV Agreement, will not have any material adverse impacts on the earnings, assets and liabilities of the Group.

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 19.07 of the GEM Listing Rules) in respect of the capital contribution pursuant to the Capital Increase Agreement together with the investment the Group previously had in Zhongke Zhenhui in aggregate, are more than 25%, but all of such ratios are less than 100%, the entering into of the Capital Increase Agreement constitutes a major transaction for the Company under Rule 19.07 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Nanyue CB, is controlled as to 71.25% by Mr. Xu (together with his associates), an executive Director and therefore a connected person of the Company. Accordingly, pursuant to Rule 20.10 of the GEM Listing Rules, Nanyue CB is an associate of a connected person of the Company and the entering into of the Capital Increase Agreement constitutes a connected transaction of the Company under Chapter 20 of the GEM Listing Rules, and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. In addition, Mr. Xu being an executive Director, had abstained from voting on the resolution passed by the Board to approve the Capital Increase Agreement and the transactions contemplated thereunder.

As one or more of the applicable percentage ratios (as defined in Rule 19.07 of the GEM Listing Rules) in respect of the capital contribution by the Group pursuant to the JV Agreement are more than 25% but all of such ratios are less than 100%, the entering into of the JV Agreement constitutes a major transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on the Capital Increase Agreement and the transactions contemplated thereunder. Donvex Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Capital Increase Agreement and the transactions contemplated thereunder.

EGM

A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular. The EGM will be convened and held at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong at 10: 00 a.m. on Monday, 22 November 2021 for the purpose of considering and, if thought fit, approving the Capital Increase Agreement, the JV Agreement and the transactions contemplated thereunder.

A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the GEM website (www.hkgem.com) and the Company (www.sinolifegroup.com). Whether or not you are able to attend and vote at the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

Hong Kong Gaoqi Biological Technology Company Limited (being the substantial shareholder of the Company which is interested in an aggregate of 220,475,000 Shares as at the Latest Practicable Date, representing approximately 29.69% of the entire issued share capital of the Company, and is controlled as to over 30% by Mr. Xu, therefore, an associate of Mr. Xu) shall abstain from voting on the proposed resolution(s) to approve the Capital Increase Agreement and the transactions contemplated thereunder at the EGM. To the best of the Directors’ information, knowledge and belief, after having made all reasonable enquiries, save for the aforesaid, no Shareholder is required to abstain from voting on the proposed resolution(s) to approve the Capital Increase Agreement, the JV Agreement and the transactions contemplated thereunder at the EGM.

RECOMMENDATION

The Directors (including the independent non-executive Directors, who have provided their opinions in this circular after taking into account of the opinions of Independent Financial Adviser) are of the view that the terms of the Capital Increase Agreement and the JV Agreement are on normal commercial terms and fair and reasonable, and the entering into of the Capital Increase Agreement and the JV agreement are in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders or the Independent Shareholders (as the case may be) to vote in favour of the relevant resolutions to be proposed at the EGM.

Completions of the Capital Increase Agreement and the JV Agreement are subject to conditions that may or may not be fulfilled. Shareholders and potential investors are advised to exercise caution in dealing with the securities of the Company.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board Sino-Life Group Limited XU Jianchun

Chairman and Executive Director

For identification only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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SINO-LIFE GROUP LIMITED 中國生命集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

29 October 2021

To the Independent Shareholders

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE

We refer to the circular dated 29 October 2021 (the ‘‘Circular’’) of the Company of which this letter forms part. Unless the context requires otherwise, terms defined in the Circular shall have the same meanings when used herein.

We have been appointed by the Board to advise the Independent Shareholders as to whether the terms of the Capital Increase Agreement are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote.

Donvex Capital has been appointed as the Independent Financial Adviser to advise us and the Independent Shareholders in this respect. Details of the advice from the Independent Financial Adviser, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 19 to 30 of the Circular. Your attention is also drawn to the letter from the Board set out on pages 4 to 16 of the Circular and the additional information set out in the appendices to the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the Capital Increase Agreement and the letter from the Independent Financial Adviser, we consider that the entering into of the Capital Increase Agreement is in the ordinary and usual course of business of the Group, the terms of the Capital Increase Agreement are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned, and the transactions contemplated under the Capital Increase Agreement are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed to approve the Capital Increase Agreement and the transactions contemplated thereunder at the EGM respectively.

Yours faithfully, Independent Board Committee Mr. CHAI Chung Wai Mr. SUN Fei Mr. WANG Jun Independent Independent Independent non-executive Director non-executive Director non-executive Director

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LETTER FROM DONVEX CAPITAL

The following is the full text of the letter from Donvex Capital 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.

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Unit 2501–02, 25th Floor, Carpo Commercial Building 18–20 Lyndhurst Terrace Central Hong Kong

29 October 2021

The Independent Board Committee and the Independent Shareholders of Sino-Life Group Limited

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on whether the terms of the Capital Increase Agreement are on normal commercial terms, and the Capital Increase is fair and reasonable and in the interest of the Company and its shareholders as a whole. Details of the Capital Increase Agreement and the transactions contemplated thereunder are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular dated 29 October 2021 issued by the Company to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

With reference to the Letter from the Board, on 13 September 2021 (after trading hours), Zhongke Xunda, an indirect wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with Nanyue CB to increase the registered capital of Zhongke Zhenhui from RMB10 million to RMB80 million on a pro rata basis (the ‘‘Capital Increase’’). Pursuant to the Capital Increase Agreement, Zhongke Xunda and Nanyue CB agreed to contribute, by way of cash, RMB35.7 million and RMB34.3 million into the registered capital of Zhongke Zhenhui, respectively. As of the Latest Practicable Date, Zhongke Xunda and Nanyue CB holds 51% and 49% of the equity interest in Zhongke Zhenhui, respectively. Upon completion of the capital increase, Zhongke Xunda and Nanyue CB will continue to hold 51% and 49% of the equity interest in Zhongke Zhenhui, respectively, and Zhongke Zhenhui will remain as an indirect non-wholly owned subsidiary of the Company and the financials of which would continue to be consolidated into the consolidated financial statements of the Group.

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LETTER FROM DONVEX CAPITAL

LISTING RULE IMPLICATION

As at the Latest Practicable Date, Nanyue CB, is controlled as to 71.25% by Mr. Xu (together with his associates), an executive Director and therefore a connected person of the Company. Accordingly, pursuant to Rule 20.10 of the GEM Listing Rules, Nanyue CB is an associate of a connected person of the Company and the entering into of the Capital Increase Agreement constitutes a connected transaction of the Company under Chapter 20 of the GEM Listing Rules, and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

EGM

The EGM will be convened and held for the purpose of considering and, if thought fit, approving the Capital Increase Agreement, the JV Agreement and the transactions contemplated thereunder.

Hong Kong Gaoqi Biological Technology Company Limited (being the substantial Shareholder which is interested in an aggregate of 220,475,000 Shares as at the Latest Practicable Date, representing approximately 29.69% of the entire issued share capital of the Company, and is controlled as to over 30% by Mr. Xu, therefore, an associate of Mr. Xu) shall abstain from voting on the proposed resolution(s) to approve the Capital Increase Agreement and the transactions contemplated thereunder at the EGM. To the best of the Directors’ information, knowledge and belief, after having made all reasonable enquires, save for the aforesaid, no Shareholder is required to abstain from voting on the proposed resolution(s) to approve the Capital Increase Agreement, the JV Agreement and the transactions contemplated thereunder at the EGM.

The Independent Board Committee which comprises of Mr. Chai Chung Wai, Mr. Sun Fei, and Mr. Wang Jun, being all the independent non-executive Directors, has been established to advise the Independent Shareholders on the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole and to make recommendations to the Independent Shareholders on how to vote at the EGM.

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LETTER FROM DONVEX CAPITAL

INDEPENDENCE

We are independent from, and not connected with, the Company or any of its substantial Shareholders, Directors, chief executive, or any of their respective associates, and have sufficient expertise and resources to give an opinion on the transactions. As at the Latest Practicable Date, we did not have any relationship with or interest in the Company or any other parties within the past two years that could reasonably be regarded as relevant to our independence. Apart from normal professional fees in connection with this appointment as the Independent Financial Adviser, no other arrangements exist within the past two years whereby we had received or will receive any fees and/or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. We consider ourselves independent to form our opinion in relation to the Capital Increase.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and management of the Company. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have assumed that all statements, information, opinions and representations contained or referred to in the Circular, which have been provided by the Directors and management of the Company and for which they are solely and wholly responsible, were true and accurate at the time they were made and continue to be true up to the Latest Practicable Date.

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, for the purpose of this exercise, conducted any form of independent in-depth investigation or audit into the businesses or affairs or future prospects of the Company, nor have we carried out independent verification on the information supplied. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Independent Shareholders should note that subsequent developments, including any material change in market and economic conditions, may affect or change our opinion and we have no obligation to update this

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LETTER FROM DONVEX CAPITAL

opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with the Capital Increase 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 arriving at our opinion in respect of the Capital Increase, we have taken into consideration the following principal factors and reasons:

Background information of the parties involved

Information of the Group

The Group is principally engaged in the provision of funeral and related services in the PRC, Taiwan and Hong Kong, sale of burial plots and tombstones and provision of cemetery maintenance services in Vietnam, and provision of advisory service on stem cells and immunocytes in the PRC and sales of advance biotechnical machineries and other electronic products in Hong Kong.

Information of Zhongke Xunda

Zhongke Xunda, an indirect wholly-owned subsidiary of the Company, is principally engaged in the businesses of research and development of medicine, development of biotechnology and biomedical engineering, consultancy of biotechnology etc.

Information of Nanyue CB

Information of Zhongke Zhenhui

Zhongke Zhenhui is principally engaged in technical development and consultation services, investment activities and business management consultation. As of the Latest Practicable Date, Zhongke Xunda and Nanyue CB holds 51% and 49% of the equity interest in Zhongke Zhenhui respectively.

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LETTER FROM DONVEX CAPITAL

Set out below is a summary of the unaudited net asset value of Zhongke Zhenhui as at 30 June 2021.

As at 30 June 2021 RMB (unaudited) Net asset value 5,093,896

The unaudited net asset value of Zhongke Zhenhui as at 30 June 2021 were approximately RMB5.1 million.

Shareholding structure after the Capital Increase and formation of JV Company

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----- Start of picture text -----

Nanyue AM
The Company (defined in the
below section)
100% 100%
Zhongke Xunda Nanyue CB
51% 49%
Zhongke Zhenhui JV Partner
57.14% 42.86%
JV Company
----- End of picture text -----

2. Reasons for and benefits of the Capital Increase

With reference to the annual report for the year ended 31 December 2020, since early 2019, the Group has commenced the biotechnology business, including developing stem cells, culture media, equipment and other related businesses which has achieved substantial progress. This project has been promoted in China under the Sales of Stem Cells and Immunocytes Agency Agreement signed in 2019, as well as sales of advance biotechnical machineries and other electronics products in Hong Kong.

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LETTER FROM DONVEX CAPITAL

With reference to the Letter from the Board, the Directors are of view that the Capital Increase is aligned with the Group’s development plans and will allow the Group to diversify its income sources by focusing on the biotechnology business. The Directors believe the Group can seize opportunities of the biotechnology industry through Capital Increase, having considered the following factors:

(i) the biotechnology industry is of immense potential globally and within the PRC where the Zhongke Zhenhui mainly invest in;
(ii) the Group and the investment targets can synergize with each other since the Group has commenced operation within the biotechnology industry;
(iii) Nanyue CB can provide industrial experience and professional opinion to Zhongke Zhenhui’s investment decisions;
(iv) the Capital Increase can provide the funding required for the formation of the JV Company.

We have also performed the analysis below to support our view on the Capital Increase:

Rapid growth of the biotechnology industry

With reference to the Made in China 2025 initiative by the PRC government, biotechnology industry has been listed as one of the ten development focuses of the initiative. The developmental strategic goals of the biotechnology industry in PRC included development of new biotechnological medication for critical illness, realization of biological 3D printing, development of stem cells technology and its applications etc.

In addition, in early 2021, the PRC government announced its 14th five-year plan, in which biotechnology industry was listed as one of the eight scientific development focuses. The PRC government also indicated the construction of national laboratories regarding biotechnology to assist the research and development activities within the industry.

Other than the favourable policies mentioned above, the increased income of residents, enhanced health awareness and ageing population all help contributed to the vigorous development of biotechnology industry. According to market analyst Frost & Sullivan, China’s biotech market is expected to grow to US$96 billion by 2023 with an annual growth rate of approximately 19%.

According to another professional services provider, Dezan Shira & Associate, market capitalization of Chinese biopharma companies grew from USD1 billion in 2016 to over USD200 billion in 2020. Chinese health care startups raised RMB190 billion in 2020, up from RMB92.8 billion in 2019. From 2010 to 2020, 141 new biopharma companies were formed in China, compared to 79 from 2000 to 2010.

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LETTER FROM DONVEX CAPITAL

As such, the Directors are of view that the Capital Increase may allow the Group to capture the opportunities arising from the rapid biotechnical industrial growth and potentially cultivate them into stable revenue generating businesses.

Potential synergy effect between investment targets and the Group

Zhongke Zhenhui will focus on investing in biotechnology industries and emerging industries that synergizes with the biotechnology industry. Since the Group also has a biotechnology business (including stem cells, culture medium, equipment and instruments etc.), the Group may be able to, according to the its business development needs, establish collaborative relationships with the investment targets in aspects including talent acquisition, research and development, technological skills, products, and market development. Through the collaborations, not only does it improve the Group’s competitiveness, overall capability and speed up the development of biotechnological business, it may also could potentially save operations costs including research and development, production and sales costs through the sharing of business resources.

Contribution and support from Nanyue CB

Nanyue CB is a directly wholly-owned subsidiary of Shenzhen Nanyue Asset Management Co., Ltd.* (深圳市南嶽資產管理有限公司) (‘‘Nanyue AM’’). Nanyue AM was established in 6 September 2013. It has been concentrating on biotechnological investments in recent years. Nanyue AM cooperates with scientists from a top research institution in China to promote the application and industrialization of research results. Nanyue AM’s investments mainly include genome sequencing, biological big data, cytokine, stem cells, tumor testing and targeted therapy, pestilence testing, treatment and vaccine development, and manufacturing of life science equipment. Nanyue AM has incubated dozens of startups and indirectly assisted the establishment of a local science park with the Foshan government. With years of investment in the biotechnology area, certain biotechnology projects invested by Nanyue AM has achieved remarkable results. Below are two examples of investments by Nanyue AM in Foshan in 2014 and 2015:

(i) a company located in Foshan principally engaged in tuberculosis screening, diagnosis, and research and development on relative vaccine is currently in the process of preparing the application for listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange; and
(ii) another Foshan company principally engaged in tumor development of Category 1.1 new drugs which has entered phase III of the clinical trials.

As the investors considered the industry of the above companies promising, these two companies have attracted the institutional investors and received multiple rounds of capital injection. The market value of the entire equity of the above companies has been increasing significantly over the years.

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LETTER FROM DONVEX CAPITAL

Nanyue AM collaborates with scientist from top research institutions in China to promote the industrial applications of research results in the biotechnology industry. Through investment Nanyue AM has incubated a batch of biotechnology companies with leading technology levels internationally and within the PRC. The core team members of Nanyue AM include investment analyst, industry researcher, risk managers and expert consultants etc. Investment and research experts in the team include Mr. Xu Jianchun (an executive Director and the chairman of the Company). The investment team, along with research and development consultancy experts, have the capability to identify investment opportunities specifically in the biotechnology industry.

Through co-investment in Zhongke Zhenhui, Zhongke Zhenhui may benefit from the support from Nanyue AM, Nanyue CB and Zhongke Xunda. On one hand, by leveraging the technical knowledge and experience of the experts from Nanyue AM and Nanyue CB, Zhongke Zhenhui would be able to identify more investment opportunities and achieve better investment return for the Group. On the other hand, Zhongke Zhenhui can leverage Zhongke Xunda and the Group as a platform for raising fund required for the biotechnological investments. In this regard, the Capital Increase marks an important milestone in the strategic growth for the Group and provide sufficient funding for Zhongke Zhenhui to grasp investment opportunities promptly.

The formation of the JV Company

With reference to the Letter from the Board, Zhongke Zhenhui is entering into the JV Agreement with the JV Partner to form the JV Company. Zhongke Zhenhui and the JV Partner shall hold 57.14% and 42.86% of the equity interest in the JV Company respectively conditioned on the approval of the JV Agreement and the transactions contemplated thereunder at the EGM. It is expected that the JV partner will inject the capital of RMB30,000,000 for the future investment activities and daily operations expenses of the JV Company.

Background information of the JV Partner

The JV Partner was established on 24 February 2020. To the best knowledge of the Directors, the JV Partner is Mr. Ou Yafei’s (‘‘Mr. Ou’’) newly established investment platform focusing on high-technology industries including biotechnology sector.

Mr. Ou, being the executive director of the JV Partner, has been engaged in investment activities for more than 30 years with rich management experience and outstanding performance in finance and securities investment. Mr. Ou has established and controlled a number of investment platforms, including but not limited to, Shenzhen JiaDexin Investment Limited (‘‘深圳市加德信投資有限公司’’) (‘‘Shenzhen Jiadexin’’), Qiankun Futures Brokerage Co., Ltd. (‘‘乾坤期貨經紀有限公司’’), Shenzhen Huaxinlian Investment Co., Ltd. (‘‘深圳市華信聯投資有限公司’’), etc. In particular, Shenzhen Jiadexin was established on 9 July 1997 in the PRC with paid up capital of RMB210 million. To the best knowledge of the

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LETTER FROM DONVEX CAPITAL

Directors, Shenzhen Jiadexin holds as to approximately 9.86% equity interest in ZhongAn Online P & C Insurance Co., Ltd. (6060.HK) and as to approximately 0.81% equity interest in Guangdong Fenghua Advanced Technology Holding Co., Ltd. (000636.SZ).

During the past year, the JV Partner has invested in projects in biotechnology related industries and other emerging industries.

We have accessed publicly available information in respect of the shareholding structure and investment portfolio of Shenzhen Jiadexin and are of the view that, by involving the JV partner, the JV Company will serve as an investment platform to promote the development of the Group’s biotechnology business through investment activities. Through equities and/or securities investments, the JV Company will focus on investing in biotechnology industries, including but not limited to, biomedicine, medical health, life science instrument, etc., as well as those emerging industries which could create synergy effect to the Group’s biotechnology business.

The Capital Increase provides a foundation and serves as the initial source of funding for the establishment of the JV Company and future investment activities.

Conclusion

Having considered (i) the rapid growth of the biotechnology industry as stated above; (ii) the potential synergy effect between investment targets and the Group; (iii) contribution and support from Nanyue CB; and (iv) the formation of the JV Company designated for the upcoming investment projects, the Directors are of the view, and we concur, that the Capital Increase is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

3. Principal terms of the Capital Increase Agreement

On 13 September 2021 (after trading hours), Zhongke Xunda, an indirect whollyowned subsidiary of the Company, entered into the Capital Increase Agreement with Nanyue CB to increase the registered capital of Zhongke Zhenhui from RMB10 million to RMB80 million on a pro rata basis. Pursuant to the Capital Increase Agreement, Zhongke Xunda and Nanyue CB agreed to contribute, by way of cash, RMB35.7 million and RMB34.3 million into the registered capital of Zhongke Zhenhui, respectively.

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LETTER FROM DONVEX CAPITAL

The principal terms of the Capital Increase Agreement are as follows:

Date:

13 September 2021

Parties:

(i) Zhongke Xunda; (ii) Nanyue CB; and

(iii) Zhongke Zhenhui

Capital contribution:

Settlement date:

Before 31 December 2023

Conditions precedent:

The Capital Increase Agreement shall become effective upon fulfillment of the following conditions:

(i) Having obtained the approval and permission, and complete the changes in business registration with the relevant government department; and
(ii) Having obtained the approval in relation to the Capital Increase Agreement and the transaction contemplated thereunder by the Independent Shareholders at the EGM in accordance with the GEM Listing Rules.

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

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LETTER FROM DONVEX CAPITAL

As of the Latest Practicable Date, Zhongke Xunda and Nanyue CB holds 51% and 49% of the equity interest in Zhongke Zhenhui, respectively. Upon completion of the capital increase, Zhongke Xunda and Nanyue CB will continue to hold 51% and 49% of the equity interest in Zhongke Zhenhui, respectively, and Zhongke Zhenhui will remain as an indirect non-wholly owned subsidiary of the Company and the financials of which would continue to be consolidated into the consolidated financial statements of the Group.

Our view of the Capital Increase Agreement

Settlement date

We note that the settlement date of Capital Increase in Zhongke Zhenhui is before 31 December 2023. We have further obtained the payment schedule for the Capital Increase in Zhongke Zhenhui. Below is the payment schedule in relation to the Capital Increase mutually agreed between Zhongke Xunda and Nanyue CB:

On or before First contribution 30 June 2022 Second contribution 30 June 2023 Third contribution 31 December 2023	Capital contribution (RMB) 25,000,000 25,000,000 20,000,000
	70,000,000

The settlement of the Capital Increase is on a progressive basis. Since the Group intends to reinvest the funds into the capital contribution for the JV company and future investment opportunities as they arise, the progressive capital injection should match the need of the Group.

From the perspective of the capital arrangement, it allows Zhongke Xunda more flexibility to arrange its cash flow as Zhongke Xunda can separate the contribution into three phases instead of one lump sum payment.

As the settlement period and terms of the Capital Increase are mutually agreed between Zhongke Xunda and Nanyue CB and do not affect the future development plans of the Group, we consider the settlement period and terms of the Capital Increase is fair and reasonable, and in the interest of the Company and its shareholders.

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LETTER FROM DONVEX CAPITAL

Nanyue CB’s ability to complete the contribution

As indicated under the paragraph headed ‘‘1. Background information of the parties involved — Shareholding structure after the Capital Increase and formation of JV Company’’ in this letter, Nanyue CB is a wholly-owned subsidiary of Nanyue AM. Regarding Nanyue CB’s ability to make the capital contribution, we are advised by the Directors that Nanyue AM will provide funding to Nanyue CB by way of debts or equity financing.

We have also reviewed the financial position of Nanyue AM and noted that the current assets and net assets value of Nanyue AM as at 30 September 2021 are both adequate for the capital contribution.

Having considered the above, we consider that Nanyue CB would have sufficient resources to make the capital contribution according to the Capital Increase Agreement.

Overview

Having considered that (i) the Capital Increase Agreement is entered into after an arm’s length negotiation; (ii) the capital contribution is on pro rata basis; and (iii) the utilization of capital on the formation of the JV Company and potential investment plans of Zhongke Zhenhui, are in the usual course of business of the Group, we are of the view that the Capital Increase Agreement is on normal commercial terms and in the interests of the Group and the Shareholders as a whole.

RECOMMENDATION

Having taken into account the above principal factors and reasons discussed above, we are of the opinion that the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable so far as the Company and the Independent Shareholders are concerned and is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed to approve the Capital Increase at the EGM.

Yours faithfully, For and on behalf of Donvex Capital Limited Doris Sy Director

Ms. Doris Sy is a person licensed to carry out type 6 (advising on corporate finance) regulated activity under the SFO and is a responsible officer of Donvex Capital Limited who has over 19 years of experience in corporate finance industry.

– 30 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements, together with the accompanying notes to the financial statements, of the Group for each of the years ended 31 December 2018, 2019 and 2020 and the unaudited consolidated interim report of the Group for the six months ended 30 June 2021 are disclosed in the following documents which have been published on the website of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sinolifegroup.com):

Annual report of the Company for the year ended 31 December 2018 (pages 66 to 223) https://www1.hkexnews.hk/listedco/listconews/gem/2019/0329/gln20190329309.pdf
Annual report of the Company for the year ended 31 December 2019 (pages 73 to 235) https://www1.hkexnews.hk/listedco/listconews/gem/2020/0701/2020070100061.pdf
Annual report of the Company for the year ended 31 December 2020 (pages 71 to 219) https://www1.hkexnews.hk/listedco/listconews/gem/2021/0430/2021043000849.pdf
Interim report of the Company for the six months ended 30 June 2021 (pages 2 to 33) https://www1.hkexnews.hk/listedco/listconews/gem/2021/0813/2021081301757.pdf

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 August 2021, being the latest practicable date for the purpose of this statement of indebtedness, the Group has outstanding borrowings and debts of approximately RMB48,736,000, details of which are set out as follows:

Notes Bank borrowings (i) Amount due to a related party (ii) Amounts due to Directors (iii) Amount due to a Shareholder (iv) Lease liabilities (iii)	RMB’000 6,499 32 1,159 12,088 28,958
	48,736

Notes:

(i) Bank borrowings of approximately RMB4,545,000 were secured by the freehold land and buildings in Taiwan with total carrying amount of approximately RMB21,352,000. The remaining bank borrowings of approximately RMB1,954,000 is guaranteed by Mr. Liu Tien-Tsai, an executive Director.
(ii) The amount is unsecured, interest-free, repayable on demand and included in ‘‘trade and other payable’’.
(iii) The amounts are unsecured, interest-free and repayable on demand.
(iv) Amount due to a Shareholder of approximately RMB9,914,000 are unsecured, interest-free and repayable on demand, approximately RMB515,000 are unsecured, interest-free and repayable within one year, and the remaining portion of approximately RMB1,659,000 are unsecured, interest-free and repayable over one year.

– 31 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Save as aforesaid and apart from intra-group liabilities, at the close of business on 31 August 2021, the Group did not have debt securities issued and outstanding, and authorised or otherwise created but unissued, or term loans, or other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, or mortgages and charges, or contingent liabilities or guarantees.

3. WORKING CAPITAL

The Directors are of the opinion that, after taking into account of the effect of the completion of the transactions contemplated under the Capital Increase Agreement and the JV Agreement, and the present financial resources available to the Group, including internal resources, cash flow from operations, and the present facilities available, the Group will have sufficient working capital to meet its present requirements for at least the next 12 months from the date of this circular. The Company has obtained the relevant confirmation as required under Rule 19.66(13) of GEM Listing Rules.

4. MATERIAL ADVERSE CHANGE

The Directors confirm that there had been no material adverse change in the financial or trading position of the Group since 31 December 2020 (the date to which the latest audited consolidated financial statements of the Group were made up) and up to and including the Latest Practicable Date.

5. FINANCIAL AND TRADING PROSPECT

Despite the fact that the outbreak of COVID-19 pandemic continued to impact on the global business environment, the market currently took a wait-and-see attitude to the epidemic effect. Due to the Group’s business nature, the COVID-19 pandemic has almost no adverse effect on the provision of funeral services, cremation and cemetery services. According to the interim report for the six months ended 30 June 2021, the Group’s revenue amounted to approximately RMB37.3 million for the six months ended 30 June 2021, representing an increase of approximately 28.6% as compared to the corresponding period of 2020. The increase was mainly contributed by the funeral services business in the PRC as the result of the release of the COVID-19 pandemic control measures in the PRC since the third quarter of 2020. The business of the Group is expected to demonstrate a similar trend for the year ending 31 December 2021.

– 32 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

On the other hand, the Group implemented a diversified development strategy since early 2019, prioritising the pilot stem cell business, and developing stem cells, culture media, equipment and other related businesses. It is the business strategy of the Company in seizing the significant opportunities of the booming development of the emerging industries in biotechnology and allocating more resources to support the development of the Group’s biotechnology business.

Looking ahead, from business layout perspective, the Group will continue to adhere to the diversified development strategy. While consolidating traditional funeral services, the Group will actively seize the significant opportunities of the booming development of the emerging industries in biotechnology and allocate more resources to support the development of the Group’s biotechnology business. Biotechnology is a cross-disciplinary and an interdisciplinary. It is an inevitable trend to integrate and to develop with artificial intelligence, big data, new materials, internet and other technologies in the future. The Group will give full play to the key empowerment of investment and make its investment layout revolving around the biotechnology industry as its direction of development in order to build a business model driven by ‘‘industry + investment’’. Therefore, the Group will carry out investment businesses (forms of investment include equity and securities), and continue to expand the scale of investment business. From operational management perspective, the Group will formulate a combination of various incentives to attract and retain cutting-edge talents, management talents and relevant persons who have contributed to the development of the Group, so as to improve the current operating conditions of the Group, optimize the business structure, enhance profitability, and promote the long-term sustainable and high-quality development of the Group’s business. Nonetheless, the Group will pay continuous attention on the situation of the COVID-19 pandemic and react actively to its impact on the financial position and operating results of the Group.

Both Zhongke Zhenhui and the JV Company will serve as the comprehensive investment platforms of the Group with the focus on investing in biotechnology industries, including but not limited to, biomedicine, medical healthcare, life science instrument, etc., as well as those emerging industries which could create synergy effect to the Group’s biotechnology business. The Group will actively seek for appropriate investment targets or opportunities from time to time in order to expand the investment scale of the Group, and thus, maximise its investment income to the Group as well as the return to the Shareholders.

– 33 –

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 GEM 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 INTERESTS

a. Directors’ and chief executives’ interests and short positions in Shares, underlying shares and debentures of the Company or its associated corporations

As at the Latest Practicable Date, the interests and short positions held by the Directors and the chief executive of the Company in the Shares, underlying shares and 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 position which they are taken or deemed to have taken under such provisions of the SFO), or which are required to be entered into the register kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, were as follows:

			Approximate
			percentage of
		Number of	total issued
Name	Nature of interests	Shares held	share capital
Mr. Xu (Chairman and	Interests of controlled	220,475,000	29.69%
executive Director)	corporation (Note 2)

Notes:

All interests disclosed above represent long positions in the Shares/underlying shares of the Company.
Mr. Xu is interested in 220,475,000 Shares through his controlling interests in Hong Kong Gaoqi Biological Technology Company Limited (‘‘HK Gaoqi’’). Mr. Xu is interested in HK Gaoqi through his 25.55% direct beneficial interests and 9.78% through Houp BioTechnology Limited (‘‘HBT Limited’’), a company incorporated in the British Virgin Islands. HBT Limited has two classes of shares, namely class A and class B, in which shareholders of class A and class B have 30 votes and 1 vote per share in the shareholders’ meeting respectively, and Mr. Xu holds 94.07% class A interests and his spouse holds 5.93% class A interests and 10.74% class B interests in HBT Limited in HBT Limited, which collectively representing 86.78% of the total voting rights of HBT Limited, and in turn is interested in 9.78% of HK Gaoqi. Ms. Qiu Qi (邱琪) is the spouse of Mr. Xu and by virtue of the SFO, Mr. Xu is taken to be interested in all the shares held by Ms. Qiu Qi. Accordingly, Mr. Xu is deemed to be interested in all the Shares held by HK Gaoqi by virtue of SFO.

– 34 –

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executive of the Company or their respective associates had any interests or short positions in the Shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which will be 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 position which they are taken or deemed to have taken under such provisions of the SFO), or which will be required to be entered into the register kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the minimum standards of dealing by directors of the Company as referred to in Rules 5.46 to 5.67 of the GEM Listing Rules.

b. Substantial Shareholders’ and other persons’ interests and short positions in the Shares and underlying shares of the Company

As at the Latest Practicable Date, so far as was known to the Directors and chief executive of the Company, the persons or corporations (other than the Directors or chief executives of the Company) who had an interest or short position in the Shares and underlying Shares of the Company, which were required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which was recorded in the register required to be kept under section 336 of the SFO was as follows:

			Approximate
			percentage of
		Number of	total issued
Name of Shareholder	Capacity	Shares held	Share capital
HK Gaoqi	Beneficial owner	220,475,000	29.69%
	(Note 2)
QIU Qi	Through controlled	220,475,000	29.69%
	corporation (Note 3)

Notes:

All interests disclosed above represent long positions in the Shares/underlying shares of the Company.
Mr. Xu is the director of HK Gaoqi, which holds 29.69% Shares, and the director of HBT Limited, which holds 9.78% of equity interests in HK Gaoqi. Mr. Xu is interested in HK Gaoqi through his 25.55% direct beneficial interests and 9.78% through HBT Limited. HBT Limited has two classes of shares, namely class A and class B, in which shareholders of class A and class B have 30 votes and 1 vote per share in the shareholders’ meeting respectively, and Mr. Xu holds 94.07% class A interests in HBT Limited and his spouse holds 5.93% class A interests and 10.74% class B interests in HBT Limited, which collectively representing 86.78% of the total voting rights of the HBT Limited, and in turn is interested in 9.78% of HK Gaoqi.
By virtue of the SFO, Ms. Qiu Qi, the spouse of Mr. Xu, is taken to be interested in all the shares held by Mr. Xu.

– 35 –

APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as far as the Directors are aware, no other person or corporation (other than the Directors or chief executives of the Company) had an interest or short position in the Company’s shares or underlying shares which would fall to be disclosed to the Company under the provisions of the Divisions 2 and 3 of Part XV of the SFO, or which was recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which is not expiring or determinable by the Group within one year without compensation (other than statutory compensation).

4. COMPETING INTERESTS

The interests of the Directors in competing businesses that were required to be disclosed pursuant to Rule 11.04 of the GEM Listing Rules as informed by the relevant Director are as follows:

The Group through (i) the JV Company will engage in equity and/or securities investment business; and (ii) Zhongke Zhenhui engaged in technical development and consultation services, investment activities and business management consultation. The businesses of Nanyue AM are mainly engaged in asset management, investment management, equity investment and investment consulting services through its private equity funds. Mr. Xu is a director of Nanyue AM and, together with his associates, ultimately owned as to approximately 71.25% equity interests of Nanyue AM, therefore, Mr. Xu may be regarded as being interested in the competing business with the business of the Group.

As the Company’s management and administrative structure are independent to that of Nanyue AM, and coupled with the diligence of the independent non-executive Directors and the audit committee of the Company, the Group is capable of carrying its businesses independently on an arm’s length basis.

5. DIRECTORS’ INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been, since 31 December 2020 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, save for the (i) Capital Increase Agreement; and (ii) the agency agreement (the ‘‘Agency Agreement’’), dated 31 January 2019, entered into between Zhongke Zhenqi Biotechnology (Guangdong) Co., Ltd. (中科臻祺生物科技（廣東）有限公司), a wholly owned subsidiary of the Company, and Zhongke Guangju Cell Therapy (Guangdong) Co., Ltd. (中科廣聚細胞醫療（廣東）有限公司), a connected person of the Company which is controlled by Mr. Xu and his associates, none of the Directors and their

– 36 –

APPENDIX II

GENERAL INFORMATION

respective associates was, directly or indirectly, materially interested in any contract or arrangement which was significant in relation to the business of the Group. For details of the Agency Agreement, please refer to the announcements of the Company dated 31 January 2019 and 1 February 2019, respectively.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and, to the Directors’ best knowledge, there was no litigation or claim of material importance pending or threatened by or against any member of the Group.

7. MATERIAL CONTRACTS

No contract (not being contract in the ordinary course of business), which is or may be material, has been entered into by the Company or any of its subsidiaries within the two years immediately preceding the Latest Practicable Date.

8. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinion, letter or advice contained in this circular:

Name Qualifications Donvex Capital a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO

As at the Latest Practicable Date, Donvex Capital did not have any interest in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been since the date to which the latest published audited financial statements of the Group were made up (i.e. 31 December 2020), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by any member of the Group.

Donvex Capital had given and had not withdrawn its written consent to the issue of this circular, with the inclusion herein of its letter of advice and references to its name and/ or its advice in the form and context in which they are included.

– 37 –

APPENDIX II

GENERAL INFORMATION

9. MISCELLANEOUS

(a) The company secretary of the Company is Mr. Chu Kin Ming. Mr. Chu Kin Ming is a fellow member of the Association of Chartered Certified Accountants. He is also a member of the Hong Kong Institute of Certified Public Accountants, the Chartered Governance Institute and The Hong Kong Chartered Governance Institute.
(b) The compliance officer of the Company is Mr. Liu Tien-Tsai.
(c) The registered office of the Company is The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands.
(d) The registered office of the Company in Hong Kong is Unit 601, 6/F., Ovest, 77 Wing Lok Street, Sheung Wan, Hong Kong.
(e) The English version of this circular shall prevail over the Chinese version in case of any discrepancies between the two versions.

10. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the website of the Stock Exchange (http://www.hkexnews.hk) and on the website of the Company (www.sinolifegroup.com) from the date of this circular up to and including the date of EGM:

(a) the Capital Increase Agreement;
(b) the JV Agreement;
(c) the letter from the Board, the text of which is set out on pages 4 to 16 of this circular;
(d) the letter from the Independent Board Committee, the text of which is set out on pages 17 to 18 of this circular;
(e) the letter of advice from the Independent Financial Adviser, the text of which is set out on pages 19 to 30 of this circular; and
(f) the written consents from the Independent Financial Adviser referred to in the paragraph headed ‘‘Expert and Consent’’ in this appendix.

– 38 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [63 x 71] intentionally omitted <==

SINO-LIFE GROUP LIMITED 中國生命集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8296)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Sino-Life Group Limited (the ‘‘Company’’) will be held at 10: 00 a.m. on Monday, 22 November 2021 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong for considering and if thought fit, to approve the following resolutions, with or without amendments, as ordinary resolutions of the Company. Capitalised terms used herein without definition have the same meanings as in the circular issued by the Company on 29 October 2021 (the ‘‘Circular’’), unless the context otherwise requires:

ORDINARY RESOLUTIONS

‘‘THAT the Capital Increase Agreement entered into by Zhongke Xunda, Nanyue CB and Zhongke Zhenhui and the transactions contemplated thereunder as describe in the Circular (a copy of which is marked ‘‘A’’ and initialed by the chairman of the meeting for the purpose of identification), be and are hereby approved, confirmed and ratified; and

any one Director be and is hereby authorised to do such acts and deeds in his sole and absolute discretion and opinion deemed expedient and appropriate to implement and effect the Capital Increase Agreement and the transactions contemplated thereunder.’’

‘‘THAT the JV Agreement entered into by Zhongke Zhenhui and the JV Partner and the transactions contemplated thereunder as describe in the Circular (a copy of which is marked ‘‘B’’ and initialed by the chairman of the meeting for the purpose of identification), be and are hereby approved, confirmed and ratified; and

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

any one Director be and is hereby authorised to do such acts and deeds in his sole and absolute discretion and opinion deemed expedient and appropriate to implement and effect the JV Agreement and the transactions contemplated thereunder.’’

By order of the Board Sino-Life Group Limited XU Jianchun Chairman and Executive Director

Hong Kong, 29 October 2021

Registered office: The Grand Pavilion Commercial Centre Oleander Way 802 West Bay Road P.O. Box 32052 Grand Cayman KY1-1208 Cayman Islands

Registered office in Hong Kong: Unit 601, 6/F., Ovest 77 Wing Lok Street Sheung Wan, Hong Kong

Notes:

Precautionary measures for EGM

Please refer to the cover of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

(i) compulsory body temperature checks and health declarations;
(ii) mandatory wearing of a surgical face mask for each attendee; and
(iii) no distribution of corporate gift or refreshment.

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

The above resolutions will be put to vote at the EGM by way of poll.
Any Shareholder entitled to attend and vote at the EGM or its any adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the memorandum and articles of association of the Company. A proxy need not be a Shareholder but must be present in person at the EGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
A form of proxy for use in connection with the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are encouraged to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or its any adjournment should he/she/it so wish.

– EGM-2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.

In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the EGM or its adjourned meeting.
Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but should more than one of such joint holders be present at the EGM in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.
For determining the entitlement to attend and vote at the EGM, the transfer books and register of members of the Company will be closed from Wednesday, 17 November 2021 to Monday, 22 November 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 16 November 2021.
If typhoon signal no. 8 or above, or ‘‘extreme conditions’’ caused by super typhoons, or a ‘‘black’’ rainstorm warning is in effect any time after 7: 00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on The Stock Exchange of Hong Kong Limited website at www.hkexnews.hk and the Company’s website at www.sinolifegroup.com to notify Shareholders of the date, time and place of the rescheduled EGM.
Due to the constant COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. The Shareholders should check the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) or the Company’s website (www.sinolifegroup.hk) for any future announcements and updates on the EGM arrangements.

As at the date this notice, the Board comprises Mr. XU Jianchun, Mr. LIU Tien-Tsai and Dr. XU Qiang being executive Directors; and Mr. CHAI Chung Wai, Mr. SUN Fei, and Mr. WANG Jun being independent non-executive Directors.

– EGM-3 –

AI assistant

Sino-Life Group Limited — Proxy Solicitation & Information Statement 2021

51375_rns_2021-10-29_5e8fb54e-0bb2-4f29-aacf-12f9b6ac3b77.pdf

SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE;

(3) NOTICE OF EGM

Independent Financial Adviser

PRECAUTIONARY MEASURES FOR EGM

DEFINITIONS

DEFINITIONS

SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

(Stock Code: 8296)

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE; (2) MAJOR TRANSACTION IN RELATION TO FORMATION OF THE JV COMPANY; AND (3) NOTICE OF EGM

INTRODUCTION

LETTER FROM THE BOARD

CAPITAL INCREASE IN ZHONGKE ZHENHUI

LETTER FROM THE BOARD

LETTER FROM THE BOARD

FORMATION OF THE JV COMPANY

Shareholders’ meeting

Board of directors

Supervisor

Operation of the JV Company

Roles and responsibilities of the JV Partner

Proposed risk management policies of the JV Company

Proposed investment mandate of the JV Company

BACKGROUND INFORMATION OF THE PARTIES INVOLVED

Information of the Company, the Group and Zhongke Xunda

Information of Nanyue CB

LETTER FROM THE BOARD

Information of Zhongke Zhenhui

Information of the JV Partner

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

LETTER FROM THE BOARD

FINANCIAL EFFECTS

GEM LISTING RULES IMPLICATIONS

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

EGM

LETTER FROM THE BOARD

RECOMMENDATION

FURTHER INFORMATION

SINO-LIFE GROUP LIMITED 中 國 生 命 集 團 有 限 公 司

MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE

INTRODUCTION

LISTING RULE IMPLICATION

EGM

INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

Information of the Group

Information of Zhongke Xunda

Information of Nanyue CB

Information of Zhongke Zhenhui

2. Reasons for and benefits of the Capital Increase

Rapid growth of the biotechnology industry

Potential synergy effect between investment targets and the Group

Contribution and support from Nanyue CB

The formation of the JV Company

Background information of the JV Partner

Conclusion

3. Principal terms of the Capital Increase Agreement

Our view of the Capital Increase Agreement

Settlement date

Nanyue CB’s ability to complete the contribution

Overview

RECOMMENDATION

1. FINANCIAL INFORMATION OF THE GROUP

2. STATEMENT OF INDEBTEDNESS

3. WORKING CAPITAL

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECT

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

a. Directors’ and chief executives’ interests and short positions in Shares, underlying shares and debentures of the Company or its associated corporations

APPENDIX II

b. Substantial Shareholders’ and other persons’ interests and short positions in the Shares and underlying shares of the Company

3. DIRECTORS’ SERVICE CONTRACTS

4. COMPETING INTERESTS

Sino-Life Group Limited Proxy Solicitation & Information Statement 2021

SINO-LIFE GROUP LIMITED 中國生命集團有限公司

SINO-LIFE GROUP LIMITED 中國生命集團有限公司

SINO-LIFE GROUP LIMITED 中國生命集團有限公司

SINO-LIFE GROUP LIMITED 中國生命集團有限公司