Sino-Life Group Limited — Proxy Solicitation & Information Statement 2024

Sep 16, 2024

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

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(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 ‘‘ Meeting ’’) of SinoLife Group Limited (the ‘‘ Company ’’) will be held at 3:00 p.m. on Wednesday, 9 October 2024 at Portion 2, 12/F., The Center, 99 Queen’s 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 16 September 2024 (the ‘‘Circular’’ ), unless the context otherwise requires:

ORDINARY RESOLUTIONS

1. ‘‘ THAT subject to and conditional upon (i) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the Listing Rules to effect the Share Consolidation (as defined below), and (ii) the Listing Committee of the Stock Exchange (as defined below) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on The Stock Exchange of Hong Kong Limited (the ‘‘ Stock Exchange ’’):

   • a. every ten (10) issued and unissued Existing Shares of par value HK$0.1 each into one (1) consolidated share of par value of HK$1.0 each (the ‘‘ Consolidated Share(s) ’’), and such Consolidated Shares shall rank pari passu in all respects with each other in accordance with the Company’s articles of association (the ‘‘ Share Consolidation ’’);

   • b. all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the ‘‘ Directors ’’) of the Company may think fit; and

   • c. any one of the Directors be and is hereby authorised generally to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.’’

2. ‘‘ THAT:

   • a. subject to the fulfillment of the terms and conditions set out in the Equity Transfer Agreement, a copy of which has been produced to the EGM and initialled by the chairman of the Meeting (the ‘‘ Chairman ’’) for identification purpose, entered into between the Company and Nanyue AM to acquire from Nanyue AM the paid-up capital of Guangdong Yinwei contributed by Nanyue AM, which is equivalent to approximately 19.46% of the equity interest in Guangdong Yinwei at the maximum consideration of RMB10.8 million (equivalent to approximately HK$11.664 million) shall be satisfied by way of issue of the Convertible Bonds to Nanyue AM or its nominee(s), is hereby approved;

   • b. the issue of the Convertible Bonds by the Company to Nanyue AM or its nominee(s) to settle the consideration payable by the Company under the Equity Transfer Agreement in accordance with the terms and conditions of the Equity Transfer Agreement and all transactions contemplated be and is hereby approved;

   • c. the allotment and issue of a maximum number of 11,664,000 Consolidated Shares (the ‘‘ Conversion Share(s) ’’) in the share capital of the Company at the initial conversion price of HK$0.10 per Conversion Share which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds to the relevant holder(s) of the Convertible Bonds be and are hereby approved;

   • d. subject to The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate (the ‘‘ Specific Mandate ’’) to allot and issue a maximum number of Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds pursuant to the Equity Transfer Agreement (i.e. 11,664,000 Consolidated Shares). The Specific Mandate is in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to passing of this resolution; and

• e. any of the Director be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents, instruments and agreements (whether under common seal or not) and to take all steps and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Equity Transfer Agreement and the transactions contemplated thereunder as he/she may in his/her absolute discretion consider necessary, desirable or expedient to give effect to the Equity Transfer Agreement and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.’’

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

Hong Kong, 16 September 2024

Registered office: Registered office in Hong Kong: The Grand Pavilion Commercial Centre 18/F, Ovest Oleander Way 802 West Bay Road 77 Wing Lok Street P.O. Box 32052 Sheung Wan, Hong Kong Grand Cayman KY1-1208 Cayman Islands

As at the date hereof, the Board comprises Mr. XU Jianchun and Mr. LIU Tien-Tsai being executive Directors; and Mr. CHAI Chung Wai, Dr. YANG Jingjing and Ms. HU Zhaohui being independent non-executive Directors. This notice will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at http://www.hkexnews.hk for 7 days from the date of its posting. This notice will also be posted on the Company’s website at http://www.sinolifegroup.com.