Elife : UPDATE ON SUBSCRIPTION OF NEW SHARES BY DIRECTORS UNDER SPECIFIC MANDATE

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)

UPDATE ON SUBSCRIPTION OF NEW SHARES BY DIRECTORS

UNDER SPECIFIC MANDATE

References are made to the announcements of the Company dated 26 October 2018, 15 November 2018, 14 December 2018, 7 January 2019, 31 January 2019, 5 March 2019, 26 April 2019 and 21 June 2019 and the circulars of the Company dated 18 December 2018 and 31 May 2019 in relation to, among other things, the Subscriptions of new Shares by the Directors under the Specific Mandate pursuant to the Subscription Agreements. Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 31 May 2019.

As announced by the Company on 26 April 2019 and further disclosed in the circular of the Company dated 31 May 2019, the Company entered into the Third Supplemental Agreements to the Subscription Agreements with each of the two Subscribers in relation to the Revised Proposal for the Subscriptions involving subscription of 265,957,446 Shares at HK$0.1878 each for an aggregate cash consideration of HK$50 million.

Completion of the Subscriptions is conditional upon the fulfillment of the Conditions Precedent namely, the approval of the Shareholders in relation to the Subscription Agreements and the transactions contemplated thereunder, including the grant of the Specific Mandate to allot and issue the Subscription Shares, and the listing approval from the Listing Committee of the Stock Exchange for the Subscription Shares. The Shareholders passed the ordinary resolutions approving the Subscription Agreements and the transactions contemplated thereunder at the EGM held on 21 June 2019. The Company also obtained the listing approval of the Subscription Shares from the Listing Committee of the Stock Exchange thereafter.

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While all Conditions Precedent to the Subscriptions have been fulfilled, overall market conditions and sentiment deteriorated since June 2019 due to the social unrest in Hong Kong and the escalation in US-China trade tensions. The Subscribers have requested, and the Company has agreed, to extend the date of the Completion for a few weeks and target to complete the Subscriptions by the end of September 2019.

The Company will issue further announcement(s) on the Completion or progress of the Subscriptions as and when necessary.

By order of the Board

Elife Holdings Limited

Chow Chi Fai

Company Secretary

Hong Kong, 31 August 2019

As at the date of this announcement, the executive Directors are Mr. Zhang Xiaobin, Mr. Gao Feng, Mr. Chiu Sui Keung and Mr. Sun Qiang, the non-executive Directors are Mr. Zhang Yichun and Ms. Xu Ying 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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