Elife : VOLUNTARY ANNOUNCEMENT - ESTABLISHMENT OF JOINT VENTURE GROUP ENGAGING IN DAILY CLEANING CHEMICALS AND SANITIZING PRODUCTS BUSINESS

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)

VOLUNTARY ANNOUNCEMENT

ESTABLISHMENT OF JOINT VENTURE GROUP

ENGAGING IN DAILY CLEANING CHEMICALS

AND SANITIZING PRODUCTS BUSINESS

This announcement is made by the Company on a voluntary basis.

ESTABLISHMENT OF THE JOINT VENTURE GROUP

On 31 July 2020, the Company and Mr. Zhu entered into the Cooperation Agreement to establish the Joint Venture Group and cooperate in developing the daily cleaning chemicals and sanitizing products business.

The principal terms of the Cooperation Agreement are set out below:

Date:	31 July 2020
Parties:	(1)	The Company; and
	(2)	Mr. Zhu, a resident of the PRC.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, Mr. Zhu is independent of and not connected with the Company and its connected persons.

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Effective interests of the parties in the Joint Venture Group:

The Company and Mr. Zhu will respectively have 26.01% and 73.99% effective interests in the Joint Venture Group. The companies comprising the Joint Venture Group will however be accounted for as subsidiaries of the Company and their financial results will be consolidated into the financial statements of the Group in accordance with the applicable accounting standards.

Capital requirements:	It is anticipated that the initial capital requirements of the
	Joint Venture Group will not exceed RMB1 million, which
	shall be contributed by the parties in accordance with their
	proportionate effective interests in the Joint Venture Group.
Business scope:	The Joint Venture Group will be principally engaged in the
	sale of daily cleaning chemicals and sanitizing products
	manufactured by Yangzhou Yuanda in the PRC and overseas.
	Acting as the onshore and offshore general sales agent of
	Yangzhou Yuanda, the Joint Venture Group will also aim to
	expand the businesses of the Joint Venture Group into market
	extension, marketing, brand building, sale and marketing data
	analysis, among others.
Composition of the	The board of directors of each of the companies of the Joint
board of directors:	Venture Group will consist of three directors, two of whom
	will be nominated by the Company and one will be Mr. Zhu
	or nominated by Mr. Zhu.

REASONS AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT

The Group is principally engaged in 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).

Mr. Zhu is experienced in the field of daily cleaning materials and sanitizing products. He is currently the beneficial owner of the entire equity interest of Yangzhou Yuanda, which is principally engaged in the manufacturing of daily cleaning chemicals and sanitizing products.

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The establishment of the Joint Venture Group will leverage on the strength, resources and expertise of both parties to develop the daily cleaning chemicals and sanitizing products in the PRC and overseas, which will allow the Group to cover more business in daily consumer products and in turn increase the source of income to the Group.

The Directors (including the independent non-executive Directors) consider that the establishment of the Joint Venture Group was conducted under normal commercial terms, the terms of which are fair and reasonable. The entering into of the Cooperation Agreement is in the interests of the Company and the shareholders as a whole.

DEFINITIONS

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

"Board"	the board of Directors;
"Company"	Elife 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;
"Cooperation Agreement"	the cooperation agreement dated 31 July 2020 entered into
	between the Company and Mr. Zhu;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Joint Venture Group"	companies established or to be established in the British
	Virgin Islands, Hong Kong and the PRC for operating the
	daily cleaning chemicals and sanitizing products business;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Mr. Zhu"	Mr. Zhu Qian (朱其安先生), a resident of the PRC;
"PRC"	the People's Republic of China, and for the sole purpose
	of this announcement excludes Hong Kong, Macau
	Special Administrative Region and Taiwan;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and

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"Yangzhou Yuanda"	Yangzhou Yuanda Daily Chemicals Co., Ltd.* (揚州市遠
	大日用化工品有限公司), a company established in the
	PRC with limited liability.

By Order of the Board

Elife Holdings Limited

Zhang Xiaobin

Chairman

Hong Kong, 31 July 2020

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, and the independent non-executive Directors are Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson, Mr. Wong Hoi Kuen and Dr. Lam Lee G.

• For identification purposes only

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