Easyknit International : Announcement JOINT ANNOUNCEMENT - DISCLOSEABLE TRANSACTION - ACQUISITION OF EQUITY LINKED NOTE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

JOINT ANNOUNCEMENT

EASYKNIT INTERNATIONAL

HOLDINGS LIMITED 永義國際集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1218)

EMINENCE ENTERPRISE LIMITED 高山企業有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 616)

DISCLOSEABLE TRANSACTION

ACQUISITION OF EQUITY LINKED NOTE

THE ACQUISITION

On 19 April 2022, Fanju acquired the ELN which is linked to BOC HK shares for a principal amount of HK$20,000,000 (before expenses).

LISTING RULES IMPLICATIONS

Eminence is a non-wholly owned subsidiary of Easyknit. As Fanju is a direct wholly-owned subsidiary of Eminence, Fanju is in turn also an indirect non-wholly owned subsidiary of Easyknit.

As one of the applicable percentage ratios (as defined under the Listing Rules) for Easyknit in respect of the Acquisition, on a standalone basis or aggregated with the Previous Acquisition in the past 12 months exceeds 5% but is less than 25% pursuant to Rule 14.07 of the Listing Rules, the Acquisition constitutes a discloseable transaction for Easyknit under Rule 14.06(2) of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for Eminence in respect of the Acquisition exceed(s) 5% but is/are less than 25% pursuant to Rule 14.07 of the Listing Rules, the Acquisition constitutes a discloseable transaction for Eminence under Rule 14.06(2) of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE ACQUISITION

On 19 April 2022, Fanju acquired the ELN which is linked to BOC HK shares for a principal amount of HK$20,000,000 (before expenses).

Set out below are the principal terms of the ELN:

(b)the closing price of BOC HK share is lower than its strike price, holder of the ELN will receive, on the maturity date, a specified number of BOC HK shares calculated based on the strike price and the interest.

The principal amount of the Acquisition will be satisfied in cash from internal resources of the Eminence Group. The consideration and the terms and conditions of the ELN were negotiated between the Issuer and Fanju on an arm's length basis with reference to the recent closing prices of BOC HK shares.

To the best of the knowledge, information and belief of the Easyknit Directors and the Eminence Directors having made all reasonable enquiries, the Issuer and its ultimate beneficial owners are Independent Third Parties.

PREVIOUS ACQUISITION

On 13 April 2022, Constance acquired an equity linked note issued by HSBC Bank plc, which was linked to BOC HK shares, for a tenor of two (2) months carrying a coupon rate of 15% per annum for a principal amount of HK$10,000,000 (before expenses). The Previous Acquisition itself did not constitute a disclosable transaction for Easyknit under Chapter 14 of the Listing Rules.

INFORMATION ON BOC HK

According to publicly available information, BOC HK is an investment holding company principally engaged in the provision of banking and related financial services. BOC HK operates its business through four segments: personal banking, corporate banking, treasury and insurance. BOC HK's principal subsidiaries include Bank of China (Hong Kong) Limited, BOC Group Life Assurance Company Limited, Chiyu Banking Corporation Limited, BOC Credit Card (International) Limited and Po Sang Securities and Futures Limited. BOC HK is a limited company incorporated in Hong Kong, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2388).

The following information is extracted from BOC HK's annual report 2021:

For the year ended

31 December

2021 2020

HK$ million HK$ million

(audited) (audited)

As extracted from BOC HK's annual report 2021, the audited total assets and net assets value of BOC HK as at 31 December 2021 were approximately HK$3,639,430 million and HK$327,461 million respectively.

INFORMATION ON THE GROUP AND FANJU

Easyknit is an investment holding company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1218). The Easyknit Group is principally engaged in property development, property investment, securities investment and loan financing businesses.

Eminence is an investment holding company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 616). As at the date of this joint announcement, Eminence is owned as to approximately 62.30% by Easyknit, and thus is a non-wholly owned subsidiary of Easyknit. The Eminence Group is principally engaged in property development, property investment, securities investment and loan financing businesses.

Fanju, a direct wholly-owned subsidiary of Eminence and an indirect non-wholly owned subsidiary of Easyknit, is incorporated in the BVI with limited liability. The principal business of Fanju is securities investment.

REASONS AND BENEFITS OF THE ACQUISITION

The Acquisition forms part of the Group's principal business activities in investment in financial instruments and presents an opportunity for the Group to generating returns to the Group. In addition, the interest rate of the ELN is higher than the interest rates of HK$ fixed deposit offered by commercial banks in Hong Kong. Having considered the above factors and the present market conditions of the stock market, the Easyknit Board and the Eminence Board are of the view that the terms of the ELN are fair and reasonable, on normal commercial terms and the Acquisition is in the interests of Easyknit and Eminence and their respective shareholders as a whole.

LISTING RULES IMPLICATIONS

Eminence is a non-wholly owned subsidiary of Easyknit. As Fanju is a direct wholly-owned subsidiary of Eminence, Fanju is in turn also an indirect non-wholly owned subsidiary of Easyknit.

As one of the applicable percentage ratios (as defined under the Listing Rules) for Easyknit in respect of the Acquisition, on a standalone basis or aggregated with the Previous Acquisition in the past 12 months exceeds 5% but is less than 25% pursuant to Rule 14.07 of the Listing Rules, the Acquisition constitutes a discloseable transaction for Easyknit under Rule 14.06(2) of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for Eminence in respect of the Acquisition exceed(s) 5% but is/are less than 25% pursuant to Rule 14.07 of the Listing Rules, the Acquisition constitutes a discloseable transaction for Eminence under Rule 14.06(2) of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this joint announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Acquisition"

the acquisition of the ELN of BOC HK for a principal amount of HK$20,000,000 (before expenses) by Fanju on 19 April 2022

"BOC HK"

BOC Hong Kong (Holdings) Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2388)

"BVI"

the British Virgins Islands

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