Sino i Technology : MAJOR AND CONNECTED TRANSACTION - EIGHTH SUPPLEMENTAL AGREEMENT AND SECOND SUPPLEMENTAL DIGITAL HUIGU LOAN AGREEMENT

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MAJOR AND CONNECTED TRANSACTION -

EIGHTH SUPPLEMENTAL AGREEMENT AND

SECOND SUPPLEMENTAL DIGITAL HUIGU LOAN AGREEMENT

References are made to Past Announcements and Circulars concerning the Loan Agreement.

On 7 April 2021 after trading hours, the Company and Nan Hai entered into the Eighth Supplemental Agreement under which the Company conditionally agreed to extend the due date for repayment of the outstanding principal as referred to in the Eighth Supplemental Agreement owed by Nan Hai to the Company under the Loan Agreement (as supplemented by the Supplemental Agreements) for a period of three (3) years to 29 June 2024.

References are also made to (1) the joint announcements by the Company and Nan Hai dated 16 March 2018 and 21 June 2018 and the circular issued by the Company dated 25 April 2018 in relation to the disposal of 92.36% equity interest in Digital Huigu to an indirect wholly-owned subsidiary of Nan Hai. On 21 June 2018, the Company and Digital Huigu entered into the Digital Huigu Loan Agreement; and (2) the announcement dated 31 May 2019 and the circular dated 26 July 2019 of the Company in relation to (i) the variation of the security under the Digital Huigu Loan Agreement by replacing the NHD Share Mortgage with the Listar Share Mortgage; and (ii) the release of the NHD Share Mortgage, pursuant to the Supplemental Digital Huigu Loan Agreement.

On 7 April 2021 after trading hours, the Company and Digital Huigu entered into the Second Supplemental Digital Huigu Loan Agreement under which the Company conditionally agreed to extend the due date for repayment of the Digital Huigu Outstanding Principal by Digital Huigu to the Company under the Digital Huigu Loan Agreement (as supplemented by the Supplemental Digital Huigu Loan Agreement) for a period of three (3) years to 20 June 2024.

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The Eighth Supplemental Agreement and the Second Supplemental Digital Huigu Loan Agreement (collectively the ''Agreements'') constitute major transactions for the Company under Chapter 14 of the Listing Rules. As Nan Hai is the immediate holding company of the Company, the Agreements also constitute connected transactions for the Company under Chapter 14A of the Listing Rules. The Eighth Supplemental Agreement and the Second Supplemental Digital Huigu Loan Agreement are required to be aggregated as a single transaction according to Rules 14A.81, 14A.82 and 14.22 of the Listing Rules, as they constitute a series of transactions conducted and entered into by entities related to each other and the Agreements are entered into on the same day. Accordingly, the Agreements will be subject to the approval of the independent Shareholders at the GM.

Nan Hai and its associates shall abstain from voting on the ordinary resolution(s) to approve the Agreements and the transactions contemplated thereunder at the GM.

Mr. Xiao Sui Ning and Mr. Ho Yeung Nang, independent non-executive Directors, are also independent non-executive directors of Nan Hai. Thus, Mr. Fung Wing Lap, the remaining independent non-executive Director, has been appointed to form the Independent Board Committee and to give recommendations to the independent Shareholders in respect of the Agreements and the transactions contemplated thereunder. An independent financial adviser will also be appointed to advise the Independent Board Committee.

A circular containing, amongst other things, details of the Agreements, the recommendation of the Independent Board Committee, the advice of the independent financial adviser, together with a notice of the GM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 5 May 2021, in order to allow sufficient time for the preparation of information in the circular.

INTRODUCTION

References are made to:

1. the joint announcement of the Company and Nan Hai dated 29 May 2009 and the circular of the Company dated 12 June 2009 in relation to the Advance made by the Lender to the Borrower pursuant to the Loan Agreement;
2. the announcement dated 20 May 2011 and circular dated 10 June 2011 of the Company in relation to the extension of the due date for repayment of the outstanding principal for two (2) years from 30 June 2011 to 29 June 2013 pursuant to the First Supplemental Agreement;
3. the announcement dated 31 October 2012 and circular dated 21 November 2012 of the Company in relation to (i) variation of the security under the Loan Agreement (as supplemented by the First Supplemental Agreement) by replacing the Previous Listar Share Mortgage with NHD Share Mortgage, and (ii) release of the Previous Listar Share Mortgage pursuant to the Second Supplemental Agreement;

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1. the announcement dated 9 May 2013 and circular dated 24 May 2013 of the Company in relation to the second extension of the due date for repayment of the outstanding principal for two (2) years from 30 June 2013 to 29 June 2015 pursuant to the Third Supplemental Agreement;
2. the announcement dated 30 April 2015 and circular dated 18 May 2015 of the Company in relation to the third extension of the due date for repayment of the outstanding principal for two (2) years from 30 June 2015 to 29 June 2017 pursuant to the Fourth Supplemental Agreement;
3. the announcement dated 2 May 2017 and circular dated 26 May 2017 of the Company in relation to the fourth extension of the due date for repayment of the outstanding principal for two (2) years from 30 June 2017 to 29 June 2019 pursuant to the Fifth Supplemental Agreement;
4. the announcement dated 21 March 2019 and circular dated 8 May 2019 of the Company in relation to the fifth extension of the due date for repayment of the outstanding principal for two (2) years from 30 June 2019 to 29 June 2021 pursuant to the Sixth Supplemental Agreement;
5. the announcement dated 31 May 2019 and the circular dated 26 July 2019 of the Company in relation to (i) the variation of the security under the Loan Agreement (as supplemented by the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement) by replacing the NHD Share Mortgage with the Listar Share Mortgage and (ii) the release of the NHD Share Mortgage, pursuant to the Seventh Supplemental Agreement;
6. the joint announcement by the Company and Nan Hai dated 16 March 2018 and the circular of the Company dated 25 April 2018 in relation to the disposal of 92.36% equity interest in Digital Huigu to an indirect wholly-owned subsidiary of Nan Hai;
7. the joint announcement by the Company and Nan Hai dated 21 June 2018 in relation to the completion of the disposal mentioned in paragraph (9) above;
8. the announcement dated 31 May 2019 and the circular dated 26 July 2019 of the Company in relation to (i) the variation of the security under the Digital Huigu Loan Agreement by replacing the NHD Share Mortgage with the Listar Share Mortgage; and
9. 1. the release of the NHD Share Mortgage, pursuant to the Supplemental Digital Huigu Loan Agreement; and
10. the joint announcement by the Company and Nan Hai dated 22 December 2020 in relation to an agreement entered into between the Company and Nan Hai on 22 December 2020 (''SPA'') pursuant to which the Company agreed to purchase from Nan Hai the entire issued share capital of 數碼辰星科技發展(北京)有限公司 (Digicine Oristar Technology Development (Beijing) Company Limited*) (''Digicine Oristar'') for a consideration of RMB488 million, of which no more than HK$200 million may at the Company's discretion be set off against the amount due from Nan Hai under the Loan Agreement (''Consideration set-off''). Further, the amount owed by Digicine

• For identification purpose only

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Oristar and its wholly-owned subsidiary (''Digicine Oristar Group'') to Nan Hai Group as at the date of completion of sale of Digicine Oristar shall be set-off against the amount due from Nan Hai to the Company under the Loan Agreement (as supplemented by the Supplemental Agreements) (''Intra-groupAmount set-off''). According to the SPA, the Company and Nan Hai have agreed that the Intra-group Amount set-off will not exceed approximately HK$229 million up to the date of completion of the SPA. For the purpose of determining the Intra-group Amount set-off, any amount owed by the Digicine Oristar Group to the Group and to members of the Digicine Oristar Group shall be excluded. As at the date of this announcement, the transactions referred to in the SPA remains conditional on, amongst other things, the approval of the SPA and the transactions contemplated therein by the independent Shareholders.

As of the date of this announcement, the Outstanding Principal and outstanding accrued interest of the loan under the Loan Agreement (as supplemented by the Supplemental Agreements) are approximately HK$1,005,858,000 and HK$108,688,000, respectively, and such loan is secured by the Listar Share Mortgage.

As of the date of this announcement, the Digital Huigu Outstanding Principal and outstanding accrued interest of the loan under the Digital Huigu Loan Agreement (as supplemented by the Supplemental Digital Huigu Loan Agreement) are approximately HK$342,506,000 and HK$76,646,000, respectively, and such loan is secured by the Listar Share Mortgage.

THE EIGHTH SUPPLEMENTAL AGREEMENT

On 7 April 2021 after trading hours, the Company and Nan Hai entered into the Eighth Supplemental Agreement under which the Company conditionally agreed to (i) extend the due date for repayment of the outstanding principal as referred to in the Eighth Supplemental Agreement owed by Nan Hai to the Company under the Loan Agreement (as supplemented by Supplemental Agreements) for a period of three (3) years to 29 June 2024, the material terms and conditions of which are set out below:

Date

7 April 2021

Parties

(1) Lender:

The Company

(2) Borrower: Nan Hai

New Outstanding Principal (''New Outstanding Principal'')

1. In the event that the SPA has not been approved and completed on or before 29 June 2021, the New Outstanding Principal shall with effect from 30 June 2021, remain approximately HK$1,005,858,000.

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1. In the event that the SPA has been approved and completed on or before 29 June 2021, the New Outstanding Principal shall with effect from 30 June 2021, be the original Outstanding Principal of approximately HK$1,005,858,000 less the amount of the Consideration set-off and the Intra-group Amount set-off.

Extension of Repayment of the New Outstanding Principal

The due date for repayment of the above-mentioned New Outstanding Principal shall be extended for three (3) years to 29 June 2024.

Interest Rate

8.0% per annum during the extension period which shall accrue from day to day, be calculated on the basis of the actual number of days lapsed and a 365-day year, and be paid in arrears when the New Outstanding Principal (or the relevant part thereof) shall be repaid/ prepaid. The interest rate of 8.0% per annum was set with reference to the prevailing prime lending rates in Hong Kong.

Default Interest Rate

10% per annum on the default amount, which shall accrue from day to day on the basis of a 365-day year commencing from and including the due date of payment to the date of actual payment.

Security

Repayment of the New Outstanding Principal and outstanding accrued interest will continue to be secured by share mortgage (by way of first fixed charge) in respect of the Listar shares, representing 100% of the issued share capital of Listar. Details of Listar are set out below.

Conditions

The Eighth Supplemental Agreement is conditional upon:

1. Nan Hai repaying in full the outstanding interest accrued (being approximately HK$126,986,000) on the Outstanding Principal (up to 29 June 2021) on or before 29 June 2021; and
2. the independent Shareholders having approved the Eighth Supplemental Agreement and the transactions contemplated thereunder in accordance with the provisions of the Listing Rules.

If the conditions set out above are not fulfilled by 29 June 2021, or such later date as the parties may agree, the Eighth Supplemental Agreement will be null and void and of no further effect.

Save as amended by the Eighth Supplemental Agreement, all other terms and provisions of the Loan Agreement (as supplemented by the Supplemental Agreements) shall remain unchanged and in full force and effect and binding on both the Lender and the Borrower.

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SECOND SUPPLEMENTAL DIGITAL HUIGU LOAN AGREEMENT

On 7 April 2021 after trading hours, the Company and Digital Huigu entered into the Second Supplemental Digital Huigu Loan Agreement under which the Company conditionally agreed to extend the due date for repayment of the Digital Huigu Outstanding Principal by Digital Huigu to the Company under the Digital Huigu Loan Agreement (as supplemented by the Supplemental Digital Huigu Loan Agreement) for a period of three (3) years to 20 June 2024, the material terms and conditions of which are set out below:

Date

7 April 2021

Parties

(1) Lender:

The Company

(2) Borrower: Digital Huigu

Digital Huigu Outstanding Principal

Being approximately HK$342,506,000 (''Digital Huigu Outstanding Principal'').

Extension of Repayment of the Digital Huigu Outstanding Principal

The due date for repayment of the Digital Huigu Outstanding Principal shall be extended for three (3) years to 20 June 2024.

Interest Rate

8.0% per annum during the extension period which shall accrue from day to day, be calculated on the basis of the actual number of days lapsed and a 365-day year, and be paid in arrears when the Digital Huigu Outstanding Principal (or the relevant part thereof) shall be repaid/prepaid. The interest rate of 8.0% per annum was set with reference to the prevailing prime lending rates in Hong Kong.

Default Interest Rate

10% per annum on the default amount, which shall accrue from day to day on the basis of a 365-day year commencing from and including the due date of payment to the date of actual payment.

Security

Repayment of the Digital Huigu Outstanding Principal and outstanding accrued interest will continue to be secured by share mortgage (by way of first fixed charge) in respect of the Listar shares, representing 100% of the issued share capital of Listar. Details of Listar are set out below.

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Conditions

The Second Supplemental Digital Huigu Loan Agreement is conditional upon:

1. Digital Huigu having settled in full the outstanding interest accrued on the Digital Huigu Outstanding Principal (up to 20 June 2021) on or before 20 June 2021, being approximately HK$82,201,000; and
2. the independent Shareholders having approved the Second Supplemental Digital Huigu Loan Agreement and the transactions contemplated thereunder in accordance with the provisions of the Listing Rules.

If the conditions set out above are not fulfilled by 20 June 2021, or such later date as the parties may agree, the Second Supplemental Digital Huigu Loan Agreement will be null and void and of no further effect.

Save as amended by the Second Supplemental Digital Huigu Loan Agreement, all other terms and provisions of the Digital Huigu Loan Agreement (as supplemented by the Supplemental Digital Huigu Loan Agreement) shall remain unchanged and in full force and effect and binding on both the Lender and Digital Huigu.

REASONS FOR AND BENEFITS OF THE AGREEMENTS

As at the date of this announcement, the Outstanding Principal and outstanding accrued interest of the loan under the Loan Agreement (as supplemented by the Supplemental Agreements) are approximately HK$1,005,858,000 and HK$108,688,000, respectively, and such loan is secured by the Listar Share Mortgage.

As at the date of this announcement, the Digital Huigu Outstanding Principal and outstanding accrued interest of the loan under the Digital Huigu Loan Agreement (as supplemented by the Supplemental Digital Huigu Loan Agreement) are approximately HK$342,506,000 and HK$76,646,000, respectively, and such loan is secured by the Listar Share Mortgage.

Comparing with the prevailing interest rate for time deposits being offered by banks to the public, the interest rate under the Agreements remains attractive. The Company considers that the Agreements will generate a stable interest income and offer a higher return to the Group when comparing with the interest to be earned by making a Hong Kong dollar time deposit with financial institutions in Hong Kong.

Save for funding required in connection with the acquisition of Digicine Oristar under the SPA, the Group does not have material funding requirement in the next three (3) years despite it will keep on spending in research and development for maintaining the competitiveness of its product lines. As a result, the Group considers the opportunity of earning interest at the relatively higher rate of 8.0% per annum from Nan Hai to be beneficial to the Group.

The Board (excluding (i) member of the Independent Board Committee whose view will be subject to the opinion of an independent financial adviser to be appointed in connection with the Agreements, and (ii) Mr. Yu Pun Hoi who is deemed to be interested in Nan Hai and has

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abstained from voting on the relevant resolution at the board meeting) considers that the Agreements and the transactions contemplated therein are on normal commercial terms and the terms and conditions of the Agreements are fair and reasonable and in the interests of the Company and Shareholders as a whole.

As Mr. Xiao Sui Ning and Mr. Ho Yeung Nang, independent non-executive Directors, are also the independent non-executive directors of Nan Hai, they are not considered sufficiently independent to give advice or recommendation to the independent Shareholders in relation to the Agreements. Accordingly, Mr. Fung Wing Lap, the remaining independent non-executive Director, has been appointed to form the Independent Board Committee to advise the independent Shareholders, and an independent financial adviser will be appointed to advise the Independent Board Committee in relation to the Agreements.

INFORMATION ON LISTAR

Listar ultimately holds 100% equity interest in a property project namely ''Free Man Garden'' in Guangzhou City, Guangdong Province, the PRC. ''Free Man Garden'' is a large- scale residential property development project and consists of eight phases. ''Free Man Garden'' occupies a total site area of approximately 615,000 sq.m., with a total GFA of approximately 1,033,000 sq.m.. As per the valuation report dated 1 April 2021 issued by an independent valuer to Nan Hai, the total value of ''Free Man Garden'' as at 31 December 2020 was approximately RMB8,553,884,000 (equivalent to approximately HK$10,116,953,000).

INFORMATION ON NAN HAI

Nan Hai is an investment holding company whose securities are listed and traded on the Main Board of the Stock Exchange. The Nan Hai Group is principally engaged in (i) culture and media services (mainly in cinemas business on a nationwide basis in the PRC and other media related businesses); (ii) property development; and (iii) enterprise cloud services (through the Group) as at the date of this announcement. In the meantime, the Nan Hai Group has also tapped into the business sectors in news media business and innovative business. As at the date of this announcement, Nan Hai, through a number of wholly-owned subsidiaries, holds approximately 59.11% of the issued share capital of the Company.

INFORMATION ON THE COMPANY

The Company is an investment holding company whose securities are listed and traded on the Main Board of the Stock Exchange. The Group is principally engaged in the provision of enterprise cloud services.

INFORMATION ON DIGITAL HUIGU

Digital Huigu is a company incorporated in the PRC with limited liability and a subsidiary of Nan Hai. Its principal business is the holding of a property in Beijing.

IMPLICATION UNDER THE LISTING RULES

The Agreements constitute major transaction for the Company under Chapter 14 of the Listing Rules. As Nan Hai is the immediate holding company of the Company, the Agreements also constitute connected transaction for the Company under Chapter 14A of the

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Listing Rules. The Eighth Supplemental Agreement and the Second Supplemental Digital Huigu Loan Agreement are required to be aggregated as a single transaction according to Rules 14A.81, 14A.82 and 14.22 of the Listing Rules, as they constitute a series of transactions conducted and entered into by entities related to each other and the Agreements are entered into on the same day. Accordingly, the Agreements will be subject to the approval of the independent Shareholders at the GM. Nan Hai and its associates shall abstain from voting on the ordinary resolution(s) to approve the Agreements and the transactions contemplated thereunder at the GM. Mr. Xiao Sui Ning and Mr. Ho Yeung Nang, independent non-executive Directors, are also independent non-executive directors of Nan Hai. Thus, Mr. Fung Wing Lap, the remaining independent non-executive Directors, has been appointed to form the Independent Board Committee and to give recommendations to the independent Shareholders in respect of the Agreements and the transactions contemplated thereunder. An independent financial adviser will also be appointed to advise the Independent Board Committee.

GENERAL

A circular containing, amongst other things, details of the Agreements, the recommendation of the Independent Board Committee and the advice of the independent financial adviser, together with a notice of the GM, will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 5 May 2021, in order to allow sufficient time for the preparation of information in the circular.

DEFINITIONS

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

''Advance''	the loan in the principal amount of HK$1,645,530,000
	advanced by the Company to Nan Hai pursuant to the Loan
	Agreement
''Agreements''	Eighth Supplemental Agreement and Second Supplemental
	Digital Huigu Loan Agreement
''associate(s)''	has the meaning given to it under the Listing Rules
''Board''	the board of Directors
''Company'' or the ''Lender''	Sino-i Technology Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are
	listed and traded on the Stock Exchange (stock code: 250)
	and a subsidiary of Nan Hai
''Digital Huigu''	數碼慧谷置業管理股份有限公司 (Digital HUIGU Real
	Estate Management Co, Ltd*), a company incorporated in
	the PRC with limited liability and a subsidiary of the Nan
	Hai

• For identification purposes only

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''Digital Huigu Loan	the loan agreement entered into between the Company as
Agreement''	lender and Digital Huigu as borrower on 21 June 2018
	where the amount owed and payable to the Company is
	approximately HK$342,506,000
''Digital Huigu	the outstanding principal being owed by Digital Huigu to
Outstanding Principal''	the Company under the Digital Huigu Loan Agreement (as
	supplemented by the Supplemental Digital Huigu Loan
	Agreement) (i.e. approximately HK$342,506,000 as at the
	date of this announcement)
''Director(s)''	the director(s) of the Company
''Eighth Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 7 April 2021 in relation to the extension of the
	repayment date for the New Outstanding Principal for three
	(3) years to 29 June 2024
''Fifth Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 2 May 2017 in relation to the extension of the repayment
	date for the remaining outstanding principal under the Loan
	Agreement (as supplemented by the First Supplemental
	Agreement, the Second Supplemental Agreement, the Third
	Supplemental Agreement and the Fourth Supplemental
	Agreement) for two (2) years from 30 June 2017 to 29 June
	2019
''First Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 20 May 2011 in relation to the extension of the
	repayment date for the outstanding principal under the Loan
	Agreement for two (2) years from 30 June 2011 to 29 June
	2013
''Fourth Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 30 April 2015 in relation to the extension of the
	repayment date for the outstanding principal under the Loan
	Agreement (as supplemented by the First Supplemental
	Agreement, the Second Supplemental Agreement and the
	Third Supplemental Agreement) for two (2) years from 30
	June 2015 to 29 June 2017
''GFA''	gross floor area

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''GM''	the general meeting of the Company to be convened and
	held to consider and, if thought fit, approve the Agreements
	and the transactions contemplated thereunder
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Board	the independent committee of the Board, comprising Mr.
Committee''	Fung Wing Lap, the independent non-executive Director,
	established for the purpose of making recommendations to
	the independent Shareholders in respect of the Agreements
	and the transactions contemplated thereunder
''independent third	any person(s) or companies and their respective ultimate
party(ies)''	beneficial owner(s) whom, to the best of the Directors'
	knowledge, information and belief having made all
	reasonable enquiries, is/are third party(ies) independent of
	the Company and connected persons (as defined under the
	Listing Rules) of the Company
''Listar''	Listar Properties Limited, a company incorporated in the
	British Virgin Islands, which is an indirect wholly-owned
	subsidiary of Nan Hai
''Listar Sale Shares''	10,200,000 shares of US$1.00 each in Listar, representing
	51% of its issued share capital
''Listar Share Mortgage''	the share mortgage executed by Nan Hai Development as
	mortgagor in favour of the Company as mortgagee by way
	of first fixed charge in respect of the entire issued share
	capital of Listar as a continuing security for the payment by
	Nan Hai and Digital Huigu and the interest accrued thereon
	under the Loan Agreement (as supplemented by the
	Supplemental Agreements) and the Digital Huigu Loan
	Agreement (as supplemented by the Supplemental Digital
	Huigu Loan Agreement)
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Loan Agreement''	the loan agreement entered into between the Company as
	lender and Nan Hai as borrower on 29 May 2009 in relation
	to the Advance

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''Nan Hai'' or the	Nan Hai Corporation Limited, a company incorporated in
''Borrower''	Bermuda with limited liability, the shares of which are
	listed and traded on the Stock Exchange (stock code: 680),
	the immediate holding company and a connected person of
	the Company as defined under the Listing Rules
''Nan Hai Development'' or	Nan Hai Development Limited, a company incorporated in
the ''NHD''	Hong Kong which is a wholly-owned subsidiary of Nan Hai
''Nan Hai Group''	Nan Hai and its subsidiaries
''NHD Share Mortgage''	the share mortgage executed by Nan Hai as mortgagor in
	favour of the Company as mortgagee by way of first fixed
	charge in respect of the NHD Shares as a continuing
	security for the payment by Nan Hai and Digital Huigu and
	all interest accrued thereon under the Loan Agreement (as
	supplemented by the First Supplemental Agreement, the
	Second Supplemental Agreement, the Third Supplemental
	Agreement, the Fourth Supplemental Agreement, the Fifth
	Supplemental Agreement and the Sixth Supplemental
	Agreement) and Digital Huigu Loan Agreement
''NHD Shares''	3,000,000,002 shares	having	paid up	capital of
	HK$3,000,000,002 in Nan Hai Development, representing
	100% of its issued share capital
''Outstanding Principal''	the outstanding principal being owed by Nan Hai to the
	Company under the Loan Agreement (as supplemented by
	the Supplemental	Agreements)	(i.e.	approximately
	HK$1,005,858,000 as at the date of this announcement)

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''Past Announcements and	(1) the joint announcement of the Company and Nan Hai
Circulars''	dated 29 May 2009 and the circular of the Company dated
	12 June 2009 in relation to the Advance made by the Lender
	to the Borrower pursuant to the Loan Agreement; (2) the
	announcement dated 20 May 2011 and circular dated 10
	June 2011 of the Company in relation to the extension of
	the repayment of the outstanding principal for two (2) years
	from 30 June 2011 to 29 June 2013 pursuant to the First
	Supplemental Agreement; (3) the announcement dated 31
	October 2012 and circular dated 21 November 2012 of the
	Company in relation to (i) variation of the security under
	the Loan Agreement (as supplemented by the First
	Supplemental Agreement) by substituting the Previous
	Listar Share Mortgage with the NHD Share Mortgage, and
	(ii) release of the Previous Listar Share Mortgage pursuant
	to the Second Supplemental Agreement; (4) the
	announcement dated 9 May 2013 and circular dated 24 May
	2013 of the Company in relation to the second extension of
	the repayment of the outstanding principal for two (2) years
	from 30 June 2013 to 29 June 2015 pursuant to the Third
	Supplemental Agreement; (5) the announcement dated 30
	April 2015 and circular dated 18 May 2015 of the Company
	in relation to the third extension of the repayment of the
	outstanding principal for two (2) years from 30 June 2015 to
	29 June 2017 pursuant to the Fourth Supplemental
	Agreement; (6) the announcement dated 2 May 2017 and
	circular dated 26 May 2017 of the Company in relation to
	the fourth extension of the repayment of the outstanding
	principal for two (2) years from 30 June 2017 to 29 June
	2019 pursuant to the Fifth Supplemental Agreement; (7) the
	announcement dated 21 March 2019 and circular dated 8
	May 2019 in relation to the fifth extension of the repayment
	of the outstanding principal for two (2) years from 30 June
	2019 to 29 June 2021 pursuant to the Sixth Supplemental
	Agreement; and (8) the announcement dated 31 May 2019
	and the circular dated 26 July 2019 of the Company in
	relation to (i) the variation of the security under the Loan
	Agreement (as supplemented by the First Supplemental
	Agreement, the Second Supplemental Agreement, the Third
	Supplemental Agreement, the Fourth Supplemental
	Agreement, the Fifth Supplemental Agreement and the Sixth
	Supplemental Agreement) by substituting the NHD Share
	Mortgage with the Listar Share Mortgage; and (ii) the
	release of the NHD Share Mortgage pursuant to the Seventh
	Supplemental Agreement

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''PRC''	the People's Republic of China, for the purposes of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
''Previous Listar Share	the share mortgage executed by Nan Hai as mortgagor in
Mortgage''	favour of the Company as mortgagee by way of first fixed
	charge in respect of the Listar Sale Shares as a continuing
	security for the payment by Nan Hai of the Advance and all
	interest accrued thereon
''RMB''	Renminbi, the lawful currency of the PRC
''Second Supplemental	the conditional agreement entered into between the
Agreement''	Company as lender and Nan Hai as borrower on 31 October
	2012 in relation to variation of certain terms and provisions
	of the Loan Agreement (as supplemented by the First
	Supplemental Agreement)
''Second Supplemental	the conditional loan extension agreement entered into
Digital Huigu Loan	between the Company as lender and Digital Huigu as
Agreement''	borrower on 7 April 2021 in relation to the extension of the
	repayment date for the Digital Huigu Outstanding Principal
	for three (3) years to 20 June 2024
''Seventh Supplemental	the conditional agreement entered into between the
Agreement''	Company as lender and Nan Hai as borrower on 31 May
	2019 in relation to variation of certain terms and provisions
	of the Loan Agreement (as supplemented by the First
	Supplemental Agreement, the Second Supplemental
	Agreement, the Third Supplemental Agreement, the Fourth
	Supplemental Agreement, the Fifth Supplemental Agreement
	and the Sixth Supplemental Agreement)
''Share(s)''	ordinary shares of the Company
''Shareholder(s)''	the holder(s) of the Shares
''Sixth Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 21 March 2019 in relation to the extension of the
	repayment date for the outstanding principal under the Loan
	Agreement (as supplemented by the First Supplemental
	Agreement, the Second Supplemental Agreement, the Third
	Supplemental Agreement, the Fourth Supplemental
	Agreement and the Fifth Supplemental Agreement) for two
	(2) years from 30 June 2019 to 29 June 2021
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

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''Supplemental Agreements''	the First Supplemental Agreement, the Second Supplemental
	Agreement, the Third Supplemental Agreement, the Fourth
	Supplemental	Agreement,	the	Fifth	Supplemental
	Agreement, the Sixth Supplemental Agreement and the
	Seventh Supplemental Agreement
''Supplemental Digital Huigu	the conditional agreement entered into between the
Loan Agreement''	Company as lender and Digital Huigu as borrower on 31
	May 2019 in relation to variation of certain terms and
	provisions of the Digital Huigu Loan Agreement
''Third Supplemental	the conditional loan extension agreement entered into
Agreement''	between the Company as lender and Nan Hai as borrower
	on 9 May 2013 in relation to, among other things, the
	extension of the repayment date for the outstanding
	principal under the Loan Agreement (as supplemented by
	the First Supplemental Agreement and the Second
	Supplemental Agreement) for two (2) years from 30 June
	2013 to 29 June 2015
''sq.m.''	square meter(s)
''%''	per cent.

For the purpose of this announcement, unless otherwise indicated, the exchange rate of RMB0.8455 = HK$1 has been used for currency translation, where applicable. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in HK$ or RMB has been, could have been or may be converted at such or any other rates.

By the order of the Board

Sino-i Technology Limited

Liu Rong

Chairlady

Hong Kong, 7 April 2021

As at the date of this announcement, the Directors are as follows:

Executive Directors:	Non-executive Directors:	Independent non-executive Directors:
Ms. Liu Rong	Mr. Lam Bing Kwan	Mr. Fung Wing Lap
Mr. Yu Pun Hoi	Mr. Cheng Chih-Hung	Mr. Xiao Sui Ning
Mr. Chen Ming Fei		Mr. Ho Yeung Nang

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