Che Weng Kei and Chan Tzu Lun Felix signed a letter of intent to acquire Ever-Long Holdings Limited from Styland Holdings Limited (SEHK:211) for HKD 40 million on March 22, 2024. Che Weng Kei and Chan Tzu Lun Felix entered into the Sale and Purchase Agreement to acquire Ever-Long Holdings Limited from Styland Holdings Limited (SEHK:211) for HKD 40 million on June 21, 2024. Under consideration, The consideration for the Sale Shares shall be HKD 40 million which shall be settled by (i) HKD 10 million in cash upon signing of the formal and binding sale and purchase agreement; and (ii) the Buyer?s issue of the Promissory Notes. The three unsecured Promissory Notes proposed to be issued by the Buyer as part of the Consideration, each in the principal amount of HKD 10 million bearing an interest rate of up to 12% per annum (to be determined after the Buyer?s due diligence on the Target Group) with the maturity date of the first Promissory Note being on a date falling on the expiry of six months from the completion of the Possible Disposal. As of June 21, 2024, Following the parties? negotiation, the parties agreed that the Consideration shall be HKD 40 million to be settled by cash (instead of promissory notes) to the Vendor in four instalments. The Consideration is HKD 40 million which shall be settled by cash to the Vendor in four instalments of HKD 10 million each, whereby the first instalment in the amount of HKD 10 million shall be paid upon signing of the Sale and Purchase Agreement the second instalment in the amount of HKD 10 million shall be paid on or before the expiry of the six months from the Completion Date plus interest accrued on such sum at a rate of 12% per annum following the Completion Date to the actual date of payment (both dates inclusive); the third instalment in the amount of HKD 10 million shall be paid on or before the expiry of 12 months from the Completion Date plus interest accrued on such sum at a rate of 12% per annum following the Completion Date to the actual date of payment; and the fourth instalment in the amount of HKD 10 million shall be paid on or before the expiry of 18 months from the Completion Date plus interest accrued on such sum at a rate of 12% per annum following the Completion Date to the actual date of payment. In the event of termination, Vendor?s failure to fulfil the conditions set out under conditions on or before the Long Stop Date, the Vendor shall, within 3 Business Days following such termination, return and pay in immediately available funds designated by the Purchaser an amount equivalent to any money already paid by the Purchaser with nil interest to the Vendor, provided that the Vendor shall be entitled to deduct from such money such amount of expenses reasonably incurred by them for the performance of the Sale and Purchase Agreement up to HKD 800,000. As a result of the Purchaser?s failure to fulfil the conditions set out under conditions (b) or (e) on or before the Long Stop Date or its failure to comply with any of its Completion obligations, the Vendor shall be entitled to forfeit the Deposit paid by the Purchaser, the amount of which represents a genuine pre-estimate of the Vendor?s losses as a result of the Purchaser?s failure, including expenses incurred by the Vendor for the Disposal and the grant of right of exclusivity to the Purchaser. The Long Stop Date is December 31, 2024 or such later date as the Parties may agree in writing.

The transaction is subject to each of the Vendor?s and Purchaser?s warranties as stated in the Sale and Purchase Agreement; the approval of the Board with respect to the Sale and Purchase Agreement and the transactions contemplated hereunder having been obtained; ll requisite approvals, consents and waivers required to be obtained by the Company and each company of the Target Group and purchaser and the passing of the ordinary resolution(s) to approve the Sale and Purchase Agreement and the transactions contemplated under the Sale and Purchase Agreement by the Shareholders at a general meeting of the Company.