Tycoon : VOLUNTARY ANNOUNCEMENT - STRATEGIC COOPERATION BETWEEN TYCOON GROUP AND JBM GROUP

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Tycoon Group Holdings Limited

滿 貫 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3390)

VOLUNTARY ANNOUNCEMENT -

STRATEGIC COOPERATION

BETWEEN TYCOON GROUP AND JBM GROUP

The Board is pleased to announce that, as of the date of this announcement, the Group and the JBM Group have entered into various agreements with a view to leveraging the respective strengths of the two groups so as to form a closer alliance to implement the Further Strategic Cooperation. Such agreements set out the principal terms of the Further Strategic Cooperation.

THE FURTHER STRATEGIC COOPERATION

Reasons for and benefits of the cooperation

The Group principally engages in the distribution of PCM, health supplement, skin care, personal care and other healthcare products. Over the years, the Group has developed well-established and effective distribution channels and offered a comprehensive suite of products that are sought-after by customers. In addition, the Group has extensive experience in brand management. The Group strives to make third party brand products that are distributed by the Group and the Private Label Products known to the customers through various sales and marketing strategies with an aim to increase the market shares of such products.

The JBM Group principally engages in the marketing and distribution of branded healthcare products across Greater China, Southeast Asia and other countries. The JBM Group also operates two GMP-

accredited production facilities for PCM products. The JBM Group's portfolio currently comprises brands including Po Chai Pills (保濟丸), Ho Chai Kung Tji Thung San (何濟公止痛退熱散), Tong Tai Chung Woodlok Oil (唐太宗活絡油), Flying Eagle Woodlok Oil (飛鷹活絡油), Saplingtan (十靈丹),

Shiling Oil (十靈油) and Col-gan Tablet (傷風克). All these brands carry a high recognition amongst the consumers and enjoy a strong market position thus creating sustainable synergies for marketing and distribution resources under the management of the JBM Group.

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Currently, apart from being a supplier of certain PCM and consumer healthcare products to the Group, the Jacobson Pharma Group (as to 21%), the Group (as to 49%) and an independent third party (as to 30%) also jointly own a company which in turn wholly owns another company in Hong Kong which is principally engaged in the retail (through two retail outlets) and wholesale of pharmaceutical products and PCM products in Hong Kong.

Since each of the Group and the JBM Group has in-depth knowledge and expertise in the market of PCM and Chinese healthcare and supplement products, the parties therefore wish to leverage their respective strengths and to cooperate with each other in the manner described below.

The Board considers that the entering into the various agreements referred to in this announcement and implementing the Further Strategic Cooperation is in the best interests for the Company and its shareholders as a whole as it will bring positive impact on the Group's future performance.

Development, manufacture and distribution of the Own-brand Products

To leverage the strong development and manufacturing capability of the JBM Group and the strong brand management expertise of the Group, the parties desire to have the JBM Group to develop and manufacture the Own-brand Products which cater for and suit the market trends and consumers' needs, the Group to provide the distribution channels for distribution of such Own-brand Products and the JV Group to formulate and implement various sales and marketing strategies to build the brand image and increase the market shares of the Own-brand Products.

In this regard, the Group and the JBM Group have entered into the JV Agreement on 8 April 2021 for the establishment of the JV Company, which is owned as to 50% by the Group and 50% by the JBM Group and will be jointly controlled by the two groups. The JV Company is not a subsidiary of either of the JV Partners and the financial statements of the JV Group will be accounted for by the Group by using the equity accounting method.

The JV Company is an investment holding company and the initial plan of the Group and the JBM Group is that the JV Group will have two distinctive business units, namely, the marketing arm (as elaborated in the paragraph headed "Engagement of the JV Group for the provision of marketing services" below) and the holding of the IP Rights of the Own-brand Products.

Pursuant to the JV Agreement, amongst other matters, (i) the parties shall, as soon as practicable after the signing of the JV Agreement, incorporate the IP Company, which shall be owned as to 70% by the JBM Group and 30% by the JV Company, for the purpose of holding all the IP Rights in relation to the Own-brand Products; and (ii) subject to the incorporation of the IP Company, the JBM Group shall procure the grant the exclusive distribution right of the Own-brand Products to the Group for distribution and the JV Group shall be responsible for the marketing and promotion of the Own-brand Products.

The Own-brand Products are expected to be launched in the second half of 2021.

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Engagement of the JV Group for the provision of marketing services

The Group has also entered into the Marketing Service Agreement with the JV Group on 8 April 2021 pursuant to which the Group has engaged the JV Group for the provision of marketing and promotion services in respect of certain products distributed by the Group. As disclosed above, upon the launch of the Own-brand Products to in the market, the JV Group will also be responsible for the marketing and promotion of such Own-brand Products.

LISTING RULES IMPLICATIONS

As at the date of this announcement, the Company is interested in 2.24% of the issued share capital of JBM (Healthcare) and Jacobson Pharma is interested in 7.07% of the issued share capital of the Company. Save as disclosed above, to the best knowledge, information and belief of the Directors, and having made all reasonable enquires, JBM (Healthcare) is a third party independent of the Company and its connected persons.

The transaction contemplated under the JV Agreement does not constitute a notifiable transaction nor a connected transaction of the Company under the Listing Rules.

This voluntary announcement is made by the Company to keep the shareholders of the Company and the potential investors informed of the details of the Further Strategic Cooperation between the Group and the JBM Group.

For further updates with regards to the Further Strategic Cooperation or any other future cooperation between the Group and the JBM Group, the Group will comply with all applicable compliance requirements under the Listing Rules as and when appropriate.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	the board of Directors
"BVI"	the British Virgin Islands
"Company"	Tycoon Group Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability the issued shares of which are
	listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company

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"Dynasty Garden"	Dynasty Garden Limited, a company incorporated in the BVI with
	limited liability and an indirect wholly-owned subsidiary of the
	Company
"Further Strategic	the cooperation between member(s) of the Group and member(s) of
Cooperation"	the JBM Group as contemplated under the various agreements as
	mentioned in this announcement
"GMP"	Good Manufacturing Practice (GMP), a system for ensuring that
	products are consistently produced and controlled according to quality
	standards
"Greater China"	collectively, the People's Republic of China, Hong Kong, Macau and
	Taiwan
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"IP Company"	a company to be incorporated in Hong Kong with limited liability
	for the purpose of holding all IP Rights of the Own-brand Products
	and shall be owned as to 70% by the JBM Group and 30% by the JV
	Company
"IP Rights"	all patents, trade marks, service marks, trade and business names
	(including internet domain names and email address(es)), copyrights,
	registered designs, confidential information and all applications for any
	of the aforesaid rights in relation to and arising from the development,
	manufacture and distribution of the Own-brand Products
"Jacobson Pharma"	Jacobson Pharma Corporation Limited, a company incorporated in the
	Cayman Islands whose shares are listed on the Stock Exchange (stock
	code: 2633)
"Jacobson Pharma Group"	collectively, Jacobson Pharma and its subsidiaries (including the JBM
	Group)
"JBM Group"	collectively, JBM (Healthcare) and its subsidiaries
"JBM (Healthcare)"	JBM (Healthcare) Limited, a company incorporated in the Cayman
	Islands whose shares are listed on the Stock Exchange (stock code:
	2161), an indirect non-wholly owned subsidiary of Jacobson Pharma

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"JBM BVI"	JBM (BVI) Limited, a company incorporated in the BVI with limited
	liability and a direct wholly-owned subsidiary of JBM (Healthcare)
"JMM"	JMM Healthcare Limited ( 健滿滿保健有限公司), a company
	incorporated in Hong Kong with limited liability and a wholly-owned
	subsidiary of the JV Company
"JV Agreement"	the agreement dated 8 April 2021 entered into between Million Effort,
	JBM BVI and the JV Company in relation to the formation of the joint
	venture between the Group and the JBM Group and the management
	and operation of the business of the JV Group
"JV Company"	Five Ocean Inc., a company incorporated in the BVI with limited
	liability and is owned as to 50% by Million Effort and 50% by JBM
	BVI upon completion of the formation of the joint venture between the
	Group and the JBM Group pursuant to the JV Agreement
"JV Group"	collectively, the JV Company and JMM
"JV Partners"	collectively, Million Effort and JBM BVI
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited
"Macau"	the Macau Special Administrative Region of the People's Republic of
	China
"Marketing Service	the agreement dated 8 April 2021 entered into between Dynasty Garden
Agreements"	and JMM in relation to the provision of services by JMM to the Group
	for an initial term commencing on the date of the agreement and ending
	on 31 March 2024 (both days inclusive), renewable for a further term
	of three (3) years upon the expiry of the initial term
"Million Effort"	Million Effort Investment Limited, a company incorporated in the BVI
	with limited liability and an indirect wholly-owned subsidiary of the
	Company
"Own-brand Products"	certain PCM and Chinese healthcare and supplement products to be
	developed and manufactured by the JBM Group and designated by the
	JV Partners for such purpose

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"PCM"	"proprietary Chinese medicines" as defined in the Chinese Medicine
	Ordinance (Cap. 549 of the Laws of Hong Kong)
"Private Label Products"	certain products developed and marketed under the brands owned by
	the Group and manufactured by external manufacturers engaged by the
	Group on an ODM (i.e. original design manufacturing) basis
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

On behalf of the Board

Tycoon Group Holdings Limited

Wong Ka Chun Michael

Chairman, Executive Director

and Chief Executive Officer

Hong Kong, 8 April 2021

As at the date of this announcement, the Board comprises one executive Director, namely Mr. Wong Ka Chun Michael; four non-executive Directors, namely Mr. Yao Qingqi, Ms. Chong Yah Lien, Mr. Ng Wang Yu Gary and Ms. Li Ka Wa Helen; and three independent non-executive Directors, namely Mr. Wong Yuk Woo Louis, Mr. Chung Siu Wah and Ms. Chan Ka Lai Vanessa.

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