China Longevity : DISCLOSEABLE TRANSACTION IN RELATION TO FORMATION OF A JOINT VENTURE COMPANY

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

CHINA LONGEVITY GROUP COMPANY LIMITED ʕ਷Ꮂ˂ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1863)

DISCLOSEABLE TRANSACTION

IN RELATION TO FORMATION OF A JOINT VENTURE COMPANY

INTRODUCTION

The Board is pleased to announce that on 7 January 2021, Fujian Sijia, a wholly-owned subsidiary of the Company and Mr. Gao entered into the Articles, pursuant to which Fujian Sijia and Mr. Gao agreed to form the JV Company to engage in the design, development, manufacture and sale of polymer processed high strength polyester fabric composite materials, PVC elastic flooring products and Non-PVC floor products. The JV Company was established on 19 January 2021.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the capital contribution of Fujian Sijia is or are more than 5% but less than 25%, the formation of the JV Company constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 7 January 2021, Fujian Sijia, a wholly-owned subsidiary of the Company and Mr. Gao entered into the Articles, pursuant to which Fujian Sijia and Mr. Gao agreed to form the JV Company to engage in the design, development, manufacture and sale of polymer processed high strength polyester fabric composite materials, PVC elastic flooring products and Non-PVC floor products. The JV Company was established on 19 January 2021.

THE ARTICLES

The principal terms of the Articles are as follows:Date

Name of the JV CompanyRegistered capital

Capital Contribution

: :

7 January 2021

Fujian Sijia New Materials Technology Co., Ltd.*

€၅ܔܠྗอҿࣘ߅ҦϞࠢʮ̡

: :

RMB100 million

Deadline to make the
Parties	RMB	Capital Contribution
million
Fujian Sijia	51	31 December 2050
Mr. Gao	49	31 December 2050

Scope of business of the

JV Company

:The JV Company will be principally engaged in the design, development, manufacture and sale of polymer processed high strength polyester fabric composite materials, PVC elastic flooring products and Non-PVC floor products.

Organisation, board composition and management

Transfer of interest and

First Right of Refusal

:

The organ of authority of the JV Company shall be vested in its shareholders.

The JV Company will establish a board of directors, which will consist of three members and out of which there is one chairman.

The JV Company has no supervisory board but will have one supervisor.

:

Each of the JV Shareholders may transfer to any other JV Shareholder(s) all or any part of its equity interest in the JV Company. If any of the JV Shareholders wishes to transfer to any third party all or any part of its equity interest in the JV Company, it shall obtain consent from majority of the other JV Shareholders in advance. The other JV Shareholders shall have the first right of refusal to any proposed transfer of equity interest in the JV Company by any JV Shareholder on the same terms and conditions.

SHAREHOLDING STRUCTURE

The registered capital of the JV Company will be RMB100 million and the following table sets out the shareholding structure of the JV Company immediately after the completion of the Capital Contribution:

Immediately after

Capital Contribution Registered Shareholding

JV Shareholders	capital	percentage
(RMB million)
Fujian Sijia	51	51%
Mr. Gao	49	49%
Total	100	100%

The Company intends to finance the Capital Contribution from its internal resources. The Capital Contribution amounts are determined after arm's length negotiation between Fujian Sijia and Mr. Gao and with reference to the JV Company's capital requirements for its future business development.

Since the formation of the JV Company, the JV Company has become an indirectly non-wholly owned subsidiary of the Company and its financial results will be consolidated in the financial statements of the Group.

INFORMATION OF THE JV COMPANY

The JV Company is a company established on 19 January 2021 under the laws of the PRC with limited liability pursuant to the Articles with a principal business scope involving the design, development, manufacture and sale of polymer processed high strength polyester fabric composite materials, PVC elastic flooring products and Non-PVC floor products.

As at the date of this announcement, the JV Company has not yet commenced operation and no revenue nor profits have been generated since its establishment.

GENERAL INFORMATION

The Group is principally engaged in the design, development, manufacture and sale of polymer processed high strength polyester fabric composite materials, PVC elastic flooring products and Non-PVC floor products.

Mr. Gao is a natural person. To the best of the Directors' knowledge, information and belief, and after making all reasonable enquiries, as at the date of the Articles and the date of this announcement Mr. Gao is an Independent Third Party.

REASONS FOR AND BENEFITS OF THE FORMATION OF THE JV COMPANY

It is the intention of the Company to establish the JV Company to facilitate its investment in the construction of the new production base in the Fuzhou Jiangyin Port City Economic Zone Technology Industrial Park in the PRC.

The Board considers that with the favourable location of the new production base, which is in close proximity with the production bases of its raw material suppliers, shall allow the Group to leverage on the geographical advantage to realise the integration of its supply chain. The Board is of the view that such integration will facilitate the Group's further development in its design, development and manufacture of the Group's products and will reduce the production cost of the Group.

In the Long term, the Board is of the view that upon the full operation of the new production base with increased capacity and advanced equipment, the different processes of the Group's production, including the design, research and development, manufacture and eventually sale can be completed within the new production base with enhanced integration and efficiency.

Accordingly, the Directors are of the view that the terms of the formation of the JV Company are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the capital contribution of Fujian Sijia is or are more than 5% but less than 25%, the formation of the JV Company constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Articles"	the articles of association of the JV Company entered into between
Fujian Sijia and Mr. Gao on 7 January 2021
"Board"	the board of Directors
"Capital Contribution"	the contribution of the registered capital of the JV Company in the
aggregate amount of RMB100 million by the signing parties to the
Articles pursuant to the Articles
"Company"	China Longevity Group Company Limited, a company
incorporated in the Cayman Islands with limited liability and the
issued Shares of which are listed on the Main Board of the Stock
Exchange (Stock Code: 1863)
"connected person(s)"	have the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Fujian Sijia"	Fujian Sijia Industrial Material Co., Ltd.*€၅ ܔ ܠ ྗ ᐑ ڭ ҿ ࣘ
߅ҦϞࠢʮ̡, a company established in the PRC with limited
liability and an indirect wholly-owned subsidiary of the Company
as at the date of this announcement
"Group"	the Company and its subsidiaries
"Independent Third Party(ies)"	third party(ies) independent of and not connected with the
Company and connected persons of the Company
"JV Company"	Fujian Sijia New Materials Technology Co., Ltd.*€၅ܔܠྗอ
ҿࣘ߅ҦϞࠢʮ̡, a company established on 19 January 2021
under the laws of the PRC with limited liability
"JV Shareholder(s)"	the shareholder(s) of the JV Company from time to time
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
"Mr. Gao"	Mr. Gao Juwen€৷֢˖, an Independent Third Party
"PRC"	the People's Republic of China excluding Hong Kong Special
Administrative Region, the Macau Special Administrative Region
and Taiwan for the purpose of this announcement
"RMB"	Renminbi, the lawful currency of PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	have the meaning ascribed to it under the Listing Rules
"%"	per cent
Hong Kong, 24 February 2021

By Order of the Board

China Longevity Group Company Limited

Lin Shengxiong

Chairman

The English translation of Chinese names or words in this announcement, where indicated by "*", are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

As at the date of this announcement, the Board of the Company comprises three Executive Directors, namely, Mr. Lin Shengxiong, Mr. Huang Wanneng and Mr. Jiang Shisheng; three Independent Non-Executive Directors, namely, Mr. Lau Chun Pong, Mr. Lu Jiayu and Ms. Jiang Ping.