Winshine Science : SUPPLEMENTAL ANNOUNCEMENT - DISCLOSEABLE TRANSACTION

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WINSHINE SCIENCE COMPANY LIMITED

瀛 晟 科 學 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 209)

SUPPLEMENTAL ANNOUNCEMENT - DISCLOSEABLE TRANSACTION

Reference is made to the announcement of Winshine Science Company Limited (the "Company") dated 15 March 2021 (the "Announcement") in relation to the discloseable transaction of the Company regarding the disposal of the entire equity interests in Bright Triumph Development Limited.

Unless otherwise defined in this announcement, all capitalised terms used herein shall have the same meanings as those defined in the Announcement. This announcement is made to provide supplemental information to the Shareholders in respect of the Consideration and security of the Disposal.

Consideration

The preliminary valuation of the Target Property is RMB42 million as at 15 December 2020 conducted by an independent valuer using direct comparison approach assuming (i) sale of the properties in their existing states without the benefit of deferred term contracts, leasebacks, joint ventures, management agreements or any similar arrangements which would serve to affect the value of such property, (ii) without taking into account of any option or right of pre-emption concerning or affecting the sale of the property, and (iii) no allowance has been made for the property to be sold in one lot or to a single purchaser, and by making reference to comparable sales transactions as available in the relevant market. The adjusted net asset value of the Target Group as extracted from its unaudited financial statements for the period ended 31 December 2020 was approximately HK$40 million.

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Security

The market value of the Hainan Land is RMB49.60 million as at 31 December 2020 with reference to the preliminary valuation conducted by an independent valuer.

The purpose of the pledge of Hainan Land is as security for the Vendor's obligations under the Agreement, including the return of the Deposit if any of the Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date and the liabilities of the Vendor under the Agreement. In the event that any of the Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date and the Vendor shall return the Deposit to the Purchaser, the Vendor may return such Deposit out of its own internal available financial resources. If the Vendor is unable to return the Deposit, the Purchaser may exercise its rights under the pledge in which event the Hainan Land may be disposed of and part of the proceeds from such disposal will be returned as the Deposit to the Purchaser. The pledge of Hainan Land was after arm's length negotiation between the parties and, in agreeing to pledge the Hainan Land as security, the Board considered that the Purchaser agreed to enter into the Agreement without conducting thorough due diligence on the Target Group so as to accelerate the execution of the Agreement and the payment of the Deposit to the Company.

Taking into account of the reasons and factors above, the Board considers that the Disposal is fair and reasonable, and in the interests of the Company and its shareholders as a whole.

By order of the Board

Winshine Science Company Limited

Zhao Deyong

Chairman

Hong Kong, 26 April 2021

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Zhao Deyong (Chairman), Mr. Liu Michael Xiao Ming (Chief Executive Officer) and Mr. Luo Lianjun; one non-executive Director, namely Mr. Lin Shaopeng; and three independent non-executive Directors, namely Mr. Kwok Kim Hung Eddie, Mr. Ng Wai Hung and Ms. Shi Xiaolei.

*  For identification purpose only

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