Winox : CONNECTED TRANSACTION LEASE AGREEMENT

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.

WINOX HOLDINGS LIMITED

盈 利 時 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6838)

CONNECTED TRANSACTION

LEASE AGREEMENT

The Board is pleased to announce that on 31 March 2021, Fengtai Co as the lessor and the PRC Subsidiary (an indirect wholly-owned subsidiary of the Company) as the lessee entered into the Lease Agreement for the lease of the Premises for a term of two years.

Fengtai Co is indirectly wholly-owned by Field Gain which is in turn held as to (i) 50% by Mr. Yiu Hon Ming, the Chairman of the Board and an executive Director, and (ii) 50% by Mr. Yiu Tat Sing, the Deputy Chairman of the Board and an executive Director. Therefore, Fengtai Co is an associate of Mr. Yiu Hon Ming and Mr. Yiu Tat Sing, and constitutes a connected person of the Company under Rule 14A.07(4) of the Listing Rules. Furthermore, under the application of HKFRS 16, with respect to the lease of the Premises under the Lease Agreement, such transaction will be recognised by the Group as an acquisition of right-of-use assets. Accordingly, the transaction contemplated under the Lease Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Since the highest applicable percentage ratio stipulated under Rule 14.07 of the Listing Rules in respect of the Lease Agreement on the basis of the estimated value of right-of- use assets in the amount of approximately RMB7.16 million (equivalent to approximately HK$8.48 million) exceeds 0.1% but does not exceed 5%, the transaction contemplated under the Lease Agreement is subject to the reporting and announcement requirements, but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

- 1 -

1. INTRODUCTION

The Board is pleased to announce that on 31 March 2021, Fengtai Co as the lessor and the PRC Subsidiary (an indirect wholly-owned subsidiary of the Company) as the lessee entered into the Lease Agreement for the lease of the Premises for a term of two years.

1. LEASE AGREEMENT
   A summary of the salient terms of the Lease Agreement is set out below.

- 2 -

1. REASONS FOR ENTERING INTO THE LEASE AGREEMENT
   The Group has since September 2020 been leasing level two of Block V of the factory building situated at 60 Lianying Road, Xin Malian Village, Dalang Town, Dongguan City, Guangdong Province, the PRC with an aggregate gross floor area of 5,127 square meters (i.e. part of the Premises) from Fengtai Co for carrying out its production of smart wearable cases and parts. In line with the Group's expansion plan with a focus of smart wearable cases and parts, the Group considers it necessary to expand its production capacity and a larger premises in the proximity would therefore be necessary to meet with the needs of such plan.
   The Directors are of the view that the leasing of two additional levels of the same factory building where the Group's existing production facilities are located would facilitate a smooth expansion of the Group's production of smart wearable cases and parts. Hence, the leasing of the Premises as stipulated in the Lease Agreement is beneficial to the Group and would benefit the Group's sustainable growth. In determining the rent under the Lease Agreement, the Group also made reference to market prices of leases of comparable properties in nearby locations, in particular, the valuation prepared by an independent valuer as disclosed in the section headed "II. Lease Agreement - Rental" above.
   Taking into account the above, the Board (including the independent non-executive Directors) considers that the terms of the Lease Agreement are fair and reasonable and entered into on normal commercial terms or better after arm's length negotiations between the relevant parties, in the ordinary and usual course of business of the Group, and in the interests of the Company and its Shareholders as a whole.

- 3 -

IV. IMPLICATIONS UNDER THE LISTING RULES

Fengtai Co is indirectly wholly-owned by Field Gain which is in turn held as to (i) 50% by Mr. Yiu Hon Ming, the Chairman of the Board and an executive Director, and (ii) 50% by Mr. Yiu Tat Sing, the Deputy Chairman of the Board and an executive Director. Therefore, Fengtai Co is an associate of Mr. Yiu Hon Ming and Mr. Yiu Tat Sing, and constitutes a connected person of the Company under Rule 14A.07(4) of the Listing Rules.

Pursuant to HKFRS 16, the Premises leased under the Lease Agreement will be recognised by the Group as right-of-use assets with the estimated value of approximately RMB7.16 million (equivalent to approximately HK$8.48 million), and the transaction contemplated under the Lease Agreement will be recognised as the acquisition of right- of use assets which will constitute a one-off connected transaction of the Company under Chapter 14A of the Listing Rules.

Since the highest applicable percentage ratio stipulated under Rule 14.07 of the Listing Rules in respect of the Lease Agreement on the basis of the estimated value of right-of-use assets in the amount of approximately RMB7.16 million (equivalent to approximately HK$8.48 million) exceeds 0.1% but does not exceed 5%, the transaction contemplated under the Lease Agreement is subject to the reporting and announcement requirements, but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

At the Board meeting held on 29 March 2021 approving, inter alia, the Lease Agreement and the transactions contemplated thereunder, Mr. Yiu Hon Ming, Mr. Yiu Tat Sing, Ms. Law Wai Ping and Ms. Yiu Ho Ting have abstained from voting in respect of the resolution approving the same in view of their interest in Fengtai Co, their position in Fengtai Co and/or their relationship with the shareholders of Fengtai Co. Save as disclosed above, none of the Directors has a material interest in the transaction contemplated under the Lease Agreement.

1. INFORMATION ON THE GROUP
   The Group is principally engaged in the development and manufacturing of stainless steel products such as watch bracelets, mobile phone cases and parts, smart wearable cases and parts, and fashion accessories.
   The PRC Subsidiary is an indirect wholly-owned subsidiary of the Company and is principally engaged in the manufacture and trading of stainless steel products.

- 4 -

VI. INFORMATION ON FENGTAI CO

Fengtai Co is indirectly wholly-owned by Field Gain which is in turn held as to (i) 50% by Mr. Yiu Hon Ming, the Chairman of the Board and an executive Director, and (ii) 50% by Mr. Yiu Tat Sing, the Deputy Chairman of the Board and an executive Director.

Fengtai Co is principally engaged in investment in industrial buildings.

VII. DEFINITIONS

In this announcement, unless otherwise defined, terms used herein shall have the following meanings:

- 5 -

• The English translation is for identification purposes only.

By Order of the Board

Yiu Hon Ming

Chairman

Hong Kong • 31 March 2021

As at the date of this announcement, the Board comprises (a) six Executive Directors, namely, Mr. Yiu Hon Ming, Mr. Yiu Tat Sing, Mr. Li Chin Keung, Ms. Law Wai Ping, Mr. Chau Kam Wing Donald and Ms. Yiu Ho Ting; and (b) four Independent Non-executive Directors, namely, Mr. Au Wai Ming, Mr. Carson Wen, Professor Wong Lung Tak Patrick and Mr. Wu Ming Lam.

For the purpose of this announcement, unless otherwise indicated, the exchange rate of HK$1 = RMB0.84437 has been used, where applicable, for purpose of illustration only and it does not constitute any representation that any amount has been, could have been or may be exchanged at that rate or at any other rate.

- 6 -