Elife : GRANT OF EXISTING AWARDED SHARES AND ISSUE OF NEW AWARDED SHARES UNDER SCHEME MANDATE PURSUANT TO THE SHARE AWARD SCHEME

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

GRANT OF EXISTING AWARDED SHARES

AND

ISSUE OF NEW AWARDED SHARES UNDER SCHEME MANDATE

PURSUANT TO THE SHARE AWARD SCHEME

GRANT OF EXISTING AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME

On 8 April 2021, the Board (including all independent non-executive Directors), based on the recommendation of the Remuneration Committee and pursuant to the Share Award Scheme, resolved to grant a total of 5,050,000 Existing Awarded Shares to Mr. Zhang Shaoyan. As Mr. Zhang is the chief investment officer of the Group and a director of Yiansheng, an indirect non wholly-owned subsidiary of the Company, Mr. Zhang is a connected person of the Company and the grant of the Existing Awarded Shares constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Since (i) Mr. Zhang is a connected person at the subsidiary level, (ii) all the applicable percentage ratios of the grant of the Existing Award Shares to Mr. Zhang are below 1%, and (iii) the grant of the Existing Awarded Shares is on normal commercial terms or better terms, such grant is fully exempt from the reporting, announcement and independent Shareholders' approval requirements under Rule 14A.76(1)(b) of the Listing Rules.

ISSUE OF NEW AWARDED SHARES UNDER SCHEME MANDATE PURSUANT TO THE SHARE AWARD SCHEME

On 8 April 2021, the Board (including all independent non-executive Directors), based on the recommendation of the Remuneration Committee, further resolved that 83,000,000 New Awarded Shares are to be granted to eight Non-connected Grantees, which shall be satisfied by the allotment and issue of new Shares at par pursuant to the Scheme Mandate granted by the Shareholders at the 2020 AGM and the terms of the Share Award Scheme.

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References are made to the 2017 Announcement and the 2017 Circular in relation to the adoption of the Share Award Scheme, and the 2020 Circular and the 2020 Poll Results Announcement in relation to the refreshment of the Share Award Scheme Mandate Limit. The Share Award Scheme does not constitute a share option scheme within the meaning of Chapter 17 of the Listing Rules, and is a discretionary scheme of the Company.

GRANT OF EXISTING AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME

On 8 April 2021, the Board (including all independent non-executive Directors), based on the recommendation of the Remuneration Committee and pursuant to the Share Award Scheme, resolved to grant a total of 5,050,000 Existing Awarded Shares to Mr. Zhang Shaoyan. As Mr. Zhang is the chief investment officer of the Group and a director of Yiansheng, an indirect non wholly-owned subsidiary of the Company, Mr. Zhang is a connected person of the Company and the grant of the Existing Awarded Shares constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

The 5,050,000 Existing Awarded Shares to be granted to Mr. Zhang represent approximately 0.16% of the issued share capital of the Company as at the date of this announcement. The 5,050,000 Existing Award Shares represent the value of HK$348,450, taking into account of the closing price of HK$0.069 per Share as stated in the daily quotation sheet issued by the Stock Exchange on 7 April 2021 (being the last full trading day of the Shares on the Stock Exchange prior to the issue of this announcement). No new Shares will be issued by the Company as a result of the grant of the Existing Awarded Shares, and accordingly, the granting of such Existing Awarded Shares will not result in any dilution effect on the shareholdings of the existing Shareholders.

As disclosed in the 2020 Circular, the 5,050,000 Existing Awarded Shares had been acquired from the market by the Trustee on the Stock Exchange and were to be held on trust for the Grantee(s) pursuant to the terms of the Share Award Scheme. As at the date of the announcement, the Trustee is obliged to transfer the Existing Awarded Shares to the security account designated by the Grantee in accordance with the Scheme Rules and under the supervision of the Company. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Trustee is a third party independent of the Company and its connected persons.

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Assuming all the vesting criteria and conditions have been fulfilled, the Existing Awarded Shares granted will be vested in four tranches as follows: (i) 25% of the Existing Awarded Shares will be vested and can be disposed of from 8 April 2021; (ii) 25% of the Existing Awarded Shares will be vested and can be disposed of from 1 July 2021; (iii) 25% of the Existing Awarded Shares will be vested and can be disposed of from 1 October 2021; and (iv) 25% of the Existing Awarded Shares will be vested and can be disposed of from 1 January 2022.

ISSUE OF NEW AWARDED SHARES UNDER SCHEME MANDATE PURSUANT TO THE SHARE AWARD SCHEME

On 8 April 2021, the Board (including all independent non-executive Directors), based on the recommendation of the Remuneration Committee, further resolved that 83,000,000 New Awarded Shares are to be granted to eight Non-connected Grantees, which shall be satisfied by the allotment and issue of new Shares at par pursuant to the Scheme Mandate granted by the Shareholders at the 2020 AGM and the terms of the Share Award Scheme.

All Non-connected Grantees are employees of Yiansheng but are not Directors or chief executive of the Group. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, none of the Non-connected Grantees is a connected person of the Company.

The 83,000,000 New Awarded Shares to be granted to the Non-connected Grantees represent approximately 2.68% of the issued share capital of the Company as at the date of this announcement; and approximately 2.61% of the total number of Shares in issue as enlarged by such allotment and issue. The 83,000,000 New Awarded Shares represent the value of HK$5,727,000, taking into account of the closing price of HK$0.069 per Share as stated in the daily quotation sheet issued by the Stock Exchange on 7 April 2021 (being the last full trading day of the Shares on the Stock Exchange prior to the issue of this announcement).

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Pursuant to the Share Award Scheme and the Scheme Mandate, among others, (i) the maximum number of Awarded Shares that can be awarded must not exceed the Share Award Scheme Mandate Limit (296,596,803 Shares being the 10% of the total number of the issued Shares of the Company as at the date of the 2020 AGM); (ii) the maximum number of Awarded Shares that can be awarded to a Grantee in any 12-month period shall not exceed 1% of the issued share capital of the Company as at the Adoption Date or as at the date of the 2020 AGM (being the latest date of refreshment of the Share Award Scheme Mandate Limit); and (iii) the aggregate number of new Shares to be granted as Awarded Shares in each financial year of the Company shall not exceed 3% of the total number of issued Shares as at the Adoption Date or as at the date of the 2020 AGM (being the latest date of refreshment of the Share Award Scheme Mandate Limit). Immediately after the grant of the Existing Awarded Shares and issue of the New Awarded Shares, as at the date of this announcement, the aggregated number of Awarded Shares that have been awarded under the Share Award Scheme represents approximately 2.97% of the issued share capital of the Company, and the Awarded Shares granted to each of the Grantees represent approximately 0.17% to 0.64% of the issued share capital of the Company as at the date of the 2020 AGM, all of which are within the aforesaid limits.

The New Awarded Shares granted can be disposed of by the Non-connected Grantees in accordance with the following schedule: (i) 25% of the New Awarded Shares can be disposed of from 8 April 2021; (ii) 25% of the New Awarded Shares can be disposed of from 1 July 2021; (iii) 25% of the New Awarded Shares can be disposed of from 1 October 2021; and (iv) 25% of the New Awarded Shares can be disposed of from 1 January 2022. The management of Yiansheng will monitor the Non-connected Grantees' shareholding on a quarterly basis and ensure that the disposal of Shares by the Non-connected Grantees complies with the aforesaid schedule.

The New Awarded Shares, when issued and fully paid, will rank pari passu among themselves and with the Shares in issue. No new funds will be raised as a result of the aforesaid allotment and issue.

Other than the approval from the Stock Exchange for the listing of, and permission to deal in, the New Awarded Shares, the issuance of the New Awarded Shares is not subject to approval by the Shareholders or any other conditions.

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EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

				Actual use of
	Description of the			proceeds as at the
Date of	fund raising	Net proceeds	Intended use of	date of this
announcement	activity	raised	the net proceeds	announcement
15 December 2020	Partial completion	Approximately	To satisfy the	For general working
	of the subscription	HK$20,980,000	working capital	capital purpose of
	of new Shares by		requirements of the	approximately
	Mr. Gao Feng, the		Group, including	HK$20,980,000
	Vice-Chairman of		the working capital
31 March 2021	the Board and an	Approximately	to maintain the	Not yet utilised
	executive Director	HK$3,500,000	Group's daily
	under the specific		operations and
	mandate		funding for
			developing the
			daily consumer
			goods trading
			business of the
			Group

Save as disclosed above, the Company has not engaged in any fund raising activities by any issue of Shares in the 12 months immediately preceding the date of this announcement.

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REASONS FOR AND BENEFITS IN THE GRANT OF EXISTING AWARDED SHARES AND ISSUE OF NEW AWARDED SHARES

The Group is principally engaged in the provision of esmart terminal services for retail stores in the PRC, trading businesses across Asia and developing its business into the

consumer product market, which conform to the Group's business principle of "making live well and better life" (易生活，惠民生). The Share Award Scheme forms part of the

incentive schemes of the Group, and would provide an additional means for the Company to incentivise the Eligible Participants.

Mr. Zhang and the Non-connected Grantees are members of the senior management of Yiansheng, which is the main operating subsidiary of the Joint Venture Group. Upon its business commencement in late September 2020, the principal business of the Joint Venture Group includes the sales, marketing and brand building of anti-epidemic and daily cleaning and sanitising products. Since then, the Joint Venture Group further differentiated and expanded its business by developing the sales and marketing of personal healthcare and protective products (e.g. medical diagnostic test kit of COVID-19 and surgical gloves). As the Joint Venture Group has achieved performance targets successfully and has contributed to the increase of revenue of the Group, the Board proposes to grant the Awarded Shares to Mr. Zhang and the Non-connected Grantees, considering that the Share Award Scheme would also recognise the continuous support of the relevant employees to the Group and their effort in promoting the Group's long-term growth and development.

Further, the Board considers that there will not be any actual cash outflow by the Group under the award of the Awarded Shares to provide incentives to the Grantees. The Board considers that the award of the Awarded Shares to the Grantees is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Since (i) Mr. Zhang is a connected person at the subsidiary level, (ii) all the applicable percentage ratios of the grant of the Existing Award Shares to Mr. Zhang are below 1%, and (iii) the grant of the Existing Awarded Shares is on normal commercial terms or better terms, such grant is fully exempt from the reporting, announcement and independent Shareholders' approval requirements under Rule 14A.76(1)(b) of the Listing Rules.

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DEFINITIONS

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

"2017 Announcement"	the announcement of the Company dated 27 June 2017 in
	relation to the adoption of the Share Award Scheme
"2017 Circular"	the circular of the Company dated 19 July 2017 in relation
	to, among others, the adoption of the Share Award
	Scheme
"2020 AGM"	the annual general meeting of the Company for the year
	ended 31 March 2020 held on 25 September 2020
"2020 Circular"	the circular of the Company dated 25 August 2020 in
	relation to the refreshment of the Share Award Scheme
	Mandate Limit
"2020 Poll Results	the announcement dated 25 September 2020 in relation to
Announcement"	the results of the annual general meeting
"Adoption Date"	the date of adoption of the Share Award Scheme by the
	Board;
"Awarded Shares"	the Shares granted and to be granted under the Share
	Award Scheme, which includes the Existing Awarded
	Shares and the New Awarded Shares
"Board"	the board of Directors
"Company"	Elife Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and the shares of
	which are listed on the Main Board of the Stock Exchange
	(Stock code: 223)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"COVID-19"	the coronavirus disease 2019
"Director(s)"	the director(s) of the Company

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"Eligible Participant"	any individual or corporate entity being a director
	(including executive and non-executive director),
	employee, officer, agent, advisor, consultant or business
	partner of the Company or any of its subsidiaries and
	other persons who/which in the opinion of the Board has
	contributed or will contribute to the growth and
	development of the Group
"Existing Awarded Shares"	the 5,050,000 Shares which had been acquired from the
	market by the Trustee since 27 June 2017 in accordance
	with the Share Award Scheme, as disclosed in the 2020
	Circular
"Grantee(s)"	the selected participant(s) awarded the Awarded Shares
	under the Share Award Scheme
"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
"Joint Venture Group"	Century Smart Group Limited (a non wholly-owned
	subsidiary of the Company), Smart Challenger Global
	Limited (a non wholly-owned subsidiary of the Company),
	Elife International Trading Limited (owned as to 100% by
	Smart Challenger) and Yiansheng
"Listing Committee"	the Listing Committee of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mr. Zhang"	Mr. Zhang Shaoyan (張紹岩先生), a resident of the PRC,
	the chief investment officer of the Group, a director of
	Yiansheng and a connected person of the Company at
	subsidiary level
"New Awarded Shares"	the 83,000,000 new Shares awarded to the Non-connected
	Grantees
"Non-connected Grantees"	the eight Grantees who are employees of Yiansheng, not
	being connected persons of the Company
"PRC"	the People's Republic of China

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"Remuneration Committee"	the remuneration committee of the Board
"Scheme Mandate"	a mandate granted to the Directors at the 2020 AGM to
	allot and issue up to 10% of the total number of issued
	Shares in connection with the Share Award Scheme
"Scheme Rules"	the rules relating to the Share Award Scheme as amended
	from time to time
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary shares of HK$0.02 each in the share capital of
	the Company
"Share Award Scheme"	the existing share award scheme adopted by the Company
	on 27 June 2017. A summary of the main terms,
	conditions and features of the Share Award Scheme is
	disclosed in the 2017 Circular
"Share Award Scheme	the maximum number of Shares which may be granted
Mandate Limit"	under the Share Award Scheme which initially shall not in
	aggregate exceed 10% of the Shares in issue as at the date
	of adoption of the Share Award Scheme, and upon
	refreshment shall not exceed 10% of the Shares in issue as
	at the date of the 2020 AGM. As at the date of the 2020
	AGM, there were 2,965,968,031 Shares in issue. As such,
	the Company may grant Awarded Shares up to a
	maximum of 296,596,803 Shares
"Shareholder(s)"	holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Trustee"	Xin Yongan International Securities Limited (新永安國際
	證券有限公司), a licensed corporation under the SFO
	acting as the independent trustee for the Share Award
	Scheme and not a connected person of the Company
"Yiansheng"	Yiansheng International Trading (Yangzhou) Co., Ltd. (易
	安生國際貿易(揚州)有限公司), a wholly foreign-owned
	enterprise incorporated in the PRC with limited liability
	and an indirect non wholly-owned subsidiary of the
	Company held by Elife International Trading Limited (易
	生活國際貿易有限公司) as to 100%

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"%"

per cent

By order of the Board

Elife Holdings Limited

Zhang Xiaobin

Chairman

Hong Kong, 8 April 2021

As at the date of this announcement, the executive Directors are Mr. Zhang Xiaobin, Mr. Gao Feng and Mr. Chiu Sui Keung and the independent non-executive Directors are Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson, Mr. Wong Hoi Kuen and Dr. Lam Lee G.

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