EX-5.2 2 ex5-2.htm

 

Exhibit 5.2

 

Our Ref:

 

Your Ref:

 

Direct Line:

 

Direct Email:

 

 

WWLK/96414

 

+852 2861 8471

 

warrenko@robertsonshk.com

 

14 August 2023

 

Strictly Private and Confidential

 

Healthy Green Group Holding Limited

Genesis Building, 5th Floor

Genesis Close, PO Box 446

Cayman Islands, KY1-1106

 

Dear Sirs

 

Re: Organic Gardens International Limited (“Organic Gardens”), Greendotdot.com Limited (“GDD HK”), and Linden Tree Consultancy Limited (“Linden Tree”) (collectively, the “Companies”)

 

A.INTRODUCTION

 

We are a firm of lawyers qualified to practise law in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). We have been requested by Healthy Green Group Holding Limited (“Listco”) to provide a legal opinion on the Companies in relation to the proposed listing of the shares of the Listco on the NYSE American.

 

Please note that unless the context requires otherwise or the contrary is stated, all references to dollars in this opinion shall mean Hong Kong dollars.

 

B.SCOPE OF OPINION

 

We have been asked to provide this legal opinion on the laws of Hong Kong to the Listco, covering various aspects concerning the Companies, including, among others, certain corporate matters, licence, assets, insurance, litigation (including winding-up proceedings), employment, tax and compliance with Hong Kong laws of the Companies since 1 January 2021 to 31 December 2022 (“Track Record Period”).

 

We are qualified to advise on matters of Hong Kong law and our opinion relates solely to Hong Kong law in force as at the date hereof and as currently applied by the Hong Kong courts and relevant authorities in Hong Kong. We have made no investigation of the laws of any other jurisdiction, and we do not express or imply any opinion as to any other law. We express no opinion as to matters of fact and express no opinion with respect to the commercial terms of the arrangement and transactions being the subject of this opinion.

 

 

  

 

 

 

We expressly disclaim any obligations to advise you of facts, circumstances, events or developments which we are not aware of and may hereafter be brought to our attention and which would alter, affect or modify the opinion expressed herein.

 

This opinion is limited to the matters stated herein and does not extend to and is not to be read as extending by implication to any other matter in connection with Companies or otherwise.

 

C.DOCUMENTS EXAMINED

 

For the purpose of preparing this opinion, we have reviewed and examined the documents set out in the Appendix hereto (the “Documents” or “HK Law Documents”). In addition to the Documents, we have reviewed and examined the following:-

 

(1)results of searches carried out by us on 19 January 2022, 11 April 2022 and 11 July 2023 against the records of the Companies as kept at the Company Registry in Hong Kong (“Company Searches”);

 

(2)results of winding up searches carried out by us on 11 April 2022 and 25 July 2023 against the publicly available records at the Official Receiver’s Office in Hong Kong in respect of the Companies;

 

(3)business registration search carried out by us on 11 April 2022 and 25 July 2023 at the Business Registration Office of the Inland Revenue Department of Hong Kong in respect of the Companies;

 

(4)results of litigation searches and background searches carried out on our behalf by Target On-Line Financial Ltd against the Companies on 11 April 2022 and 11 July 2023 and I-On-Asia Limited against the Companies’ respective directors and senior management on 7 April 2022, 13 September 2022 and 12 July 2023 based on the Cause Book of the Registry of Hong Kong High Court and District Court, the Daily Cause List of the Court of Final Appeal, High Court, District Court, Small Claims Tribunal, Magistrates’ Court, Labour Tribunal, Lands Tribunal, Competition Tribunal and Obscene Articles Tribunal (whether as plaintiff, defendant, appellant or respondent) (collectively, the “Litigation Searches”); and

 

(5)results of searches for trademarks, patents and designs carried out at the Online Search System of the Intellectual Property Department of Hong Kong against each of the Companies as applicant / owner on 3 October 2022 and 11 July 2023 (“IP Search Results”).

 

(The searches above are collectively referred to herein as the “Searches”.)

 

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D.BASES AND ASSUMPTIONS

 

This opinion is prepared solely in connection with the proposed listing of the shares of the Listco on NYSE American, and should not be relied upon in any other manner. Other than the Listco, no other person or entity may use or rely on this opinion and we do not owe a duty of care (whether by contract, tort, equity or otherwise) to any other person in respect of it other than the Listco.

 

This opinion is not a thorough investigation and review of every aspect of the operations of the Companies, of every term of each contract to which the Companies are parties and of every matter, word or representation that is contained or may be deduced from the Documents, and, as such, should not be treated and relied on as revealing or capable of revealing all necessary information and matters, in particular all legal issues and problems to which the Companies may be subject.

 

We endeavoured to plan our due diligence exercise so that we had a reasonable expectation of detecting any irregularities or unusual items in the Documents, if anything unusual did come to our notice or attention during the course of our review of the Documents which we think should be brought to your attention, we shall draw your attention to it in this opinion.

 

Our legal review has been undertaken on the following basis:-

 

(i)The legal review has focused on a review of the Documents and the Searches which themselves may not contain all the information which may be relevant to the Companies.

 

(ii)We have assumed that the Documents comprise of all the information and materials in existence which are relevant to the Companies and unless otherwise indicated we have made no enquiry to ascertain whether all relevant documents and records have been supplied to us.

 

(iii)We have relied solely on the Documents (excluding the documents mentioned therein) and the Searches, assuming that the Documents and all the information supplied by the Companies which have bearing on any of the Documents were, when supplied, and continue to be true, accurate and not misleading and that the details or information revealed in the Searches are up to date at the date of this opinion and have been properly and accurately recorded in the relevant public registers from which results of such relevant searches were obtained and accordingly we have not independently verified the Documents nor any of the information supplied or revealed in the Documents and the Searches.

 

(iv)We have assumed that each of the Documents is up to date, in full force and effect and has not been terminated or amended without expressly stating so therein or without our knowledge.

 

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(v)We have assumed that all copies of Documents reviewed by us conform to the originals and we have assumed the genuineness of all signatures and company seals and chops.

 

(vi)We have assumed that each contracting party to a Document has the right, power and authority and has taken all actions necessary to execute and deliver, and to exercise its rights and perform its obligations under the relevant Document.

 

(vii)Except where it has been expressly brought to our attention or is apparent from the face of the relevant Documents that a Document has been amended but copies of agreements or composites of agreements incorporating subsequent amendments have not been provided, we have assumed that such agreements are subsisting, complete and include all amendments or alterations to such agreements.

 

(viii)We have not reviewed any financial, accounting or technological matters.

 

(ix)The entering into of the Documents (which constitute contract or agreement) by the parties named therein is in the commercial benefit of such parties.

 

(x)The Documents (where applicable) were executed on behalf of the Companies by their duly authorised personnel.

 

(xi)We have not conducted or instructed any person to conduct on our behalf any further searches since the respective dates of the Searches, and we have assumed that further searches would not reveal any circumstances or information which would require an amendment to this opinion.

 

Unless otherwise indicated and then only to the extent described in this opinion, we express no opinion as to the laws of any jurisdiction other than those of Hong Kong which are in effect at the date of this opinion.

 

E.OPINION

 

1.CORPORATE MATTERS

 

1.1.Corporate Structure and Information

 

Subject to the assumptions and the qualifications as stated in this legal opinion, and based on the register of members of the Companies, the register of directors of the Companies and the Company Searches, the particulars of the Companies required by you are set out hereinbelow:-

 

1.1.1 Organic Gardens

 

The current corporate structure of Organic Gardens is as follows:

 

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  Company Name :

Organic Gardens International Limited

慈康農圃(國際)有限公司

       
  Former Name : N/A
  Place of Incorporation : Hong Kong
  Date of Incorporation : 3 March 1999
  Company Status : Private company limited by shares
  Company Number : 668759
  Registered Office and Principal Place of Business :

Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, N.T., Hong Kong

       
  Number of Issued Shares : 1,000,000 ordinary shares
  Issued and Paid-Up Share Capital :

HK$1,000,000

 

  Present Shareholding Structure & : Shareholder   No. of Shares
  Shareholder   OG Wholesales Holding Limited   1,000,000

 

  Directors :

WONG Ka Wo, Simon

CHEUK Fung Ting

       
  Company Secretary :

Grand Rainbow Limited

       
  Nature of Business :

Wholesale and trading of natural and organic foods in Hong Kong, operation of food factory (preparation/packaging of food) and warehouse in Hong Kong

       
  Accounting Reference Date : 31 December

 

1.1.2 GDD HK

 

The current corporate structure of GDD HK is as follows:

 

  Company Name :

Greendotdot.com Limited

點點綠有限公司

       
  Former Name : N/A
  Place of Incorporation : Hong Kong
  Date of Incorporation : 14 April 2000
  Company Status : Private company limited by shares

 

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  Company Number : 712711
  Registered Office :

Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, N.T., Hong Kong

 

  Number of Issued Shares : 1,000,000 ordinary shares
  Issued and Paid-Up Share Capital :

HK$1,000,000

 

 

  Present Shareholding Structure & : Shareholder   No. of Shares
  Shareholder   GDD Retail Holding Limited   1,000,000

 

  Directors :

WONG Ka Wo, Simon

CHEUK Fung Ting

 

  Company Secretary : Grand Rainbow Limited
  Nature of Business :

Retail (through retail outlets and online) of natural and organic foods in Hong Kong

  Accounting Reference Date : 31 December

 

1.1.3 Linden Tree

 

The current corporate structure of Linden Tree is as follows:

 

  Company Name :

Linden Tree Consultancy Limited

菩提樹顧問有限公司

       
  Former Name : N/A
  Place of Incorporation : Hong Kong
  Date of Incorporation : 20 May 2013
  Company Status : Private company limited by shares
  Company Number : 1909769
  Registered Office :

Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, N.T., Hong Kong

  Number of Issued Shares : 10,000 ordinary shares
  Paid-Up Share Capital :

HK$10,000

 

  Present Shareholding Structure & : Shareholder   No. of Shares
  Shareholder   GDD Retail Holding Limited   10,000

 

  Directors :

WONG Ka Wo, Simon

CHEUK Fung Ting

       
  Company Secretary : Grand Rainbow Limited
  Nature of Business :

Principally serves as the trademark holding company

       
  Accounting Reference Date : 31 December

 

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 1.2.Memorandum and articles of association

 

1.2.1 Organic Gardens

 

Based on the Documents, the articles of association were duly registered with the Companies Registry of Hong Kong upon incorporation. The articles of association have not been amended since the Companies’ incorporation.

 

Subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (“Companies Ordinance”), the articles of association do not contain any unusual provisions that affect the voting rights of its shareholders.

 

Pursuant to section 11 of the Companies Ordinance, a private company must by its articles restrict a member’s right to transfer shares. In this respect, article 7 of the articles of association provides that the directors may in their discretion refuse to register the transfer of a share. Accordingly, transfer of shares in Organic Gardens by its shareholders shall be approved by its directors.

 

Subject to the requirements under the Companies Ordinance, the articles of association do not contain any unusual provision that affects the declaration of, or payment of dividends to, shareholders.

 

Organic Gardens has the corporate power to carry on its business in the manner as currently conducted by it within the scope permitted under their articles of association and business licences, if any.

 

1.2.2 GDD HK

 

Based on the Documents, the articles of association were duly registered with the companies Registry of Hong Kong upon incorporation. The articles of association have not been amended since the Companies’ incorporation.

 

Subject to the Companies Ordinance, the articles of association do not contain any unusual provisions that affect the voting rights of its shareholders.

 

Pursuant to section 11 of the Companies Ordinance, a private company must by its articles restrict a member’s right to transfer shares. In this respect, article 7 of the articles of association provides that the directors may in their discretion refuse to register the transfer of a share. Accordingly, transfer of shares in GDD HK by its shareholders shall be approved by its directors.

 

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Subject to the requirements under the Companies Ordinance, the articles of association do not contain any unusual provision that affects the declaration of, or payment of dividends to, shareholders.

 

GDD HK has the corporate power to carry on its business in the manner as currently conducted by it within the scope permitted under their articles of association and business licences, if any.

 

1.2.3 Linden Tree

 

Based on the Documents, the articles of association were duly registered with the companies Registry of Hong Kong upon incorporation. The articles of association have not been amended since the Companies’ incorporation.

 

Subject to the Companies Ordinance, the articles of association do not contain any unusual provisions that affect the voting rights of its shareholders.

 

Pursuant to section 11 of the Companies Ordinance, a private company must by its articles restrict a member’s right to transfer shares. In this respect, article 3 of the articles of association provides that the directors may in their discretion refuse to register the transfer of a share. Accordingly, transfer of shares in Linden Tree by its shareholders shall be approved by its directors.

 

Subject to the requirements under the Companies Ordinance, the articles of association do not contain any unusual provision that affects the declaration of, or payment of dividends to, shareholders.

 

Linden Tree has the corporate power to carry on its business in the manner as currently conducted by it within the scope permitted under their articles of association and business licences, if any.

 

1.3.Due Incorporation

 

Based on the Certificates of Continuing Registration in respect of the Companies issued by the Hong Kong Companies Registry on 25 July 2023 and the Searches, the Companies are companies with limited liability duly incorporated and validly existing under the laws of Hong Kong and are in continuing registration with the Companies Registry of Hong Kong. The Companies can sue and be sued in their own names in the courts of Hong Kong and under the laws of Hong Kong to the extent that the courts of Hong Kong have or assume jurisdiction and the Hong Kong courts do not exercise their discretion to stay any such proceedings.

 

1.4.Filing and other requirements under the Companies Ordinance

 

Under the Companies Ordinance, a company limited by shares in Hong Kong is required to comply with certain filing or registration requirements in relation to change of directors, change of company secretary, change of registered office, allotment of shares, annual return, etc. Where a company fails to do so, this will render the company and its responsible officers liable to fines. Late filings may also be subject to higher registration fees.

 

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The Companies Ordinance also sets out the requirement for companies to hold an annual general meeting (“AGM”) in each financial year, usually within 6 or 9 months, depending on the type of the company and the particular circumstances, after the end of its accounting reference period. However, there are certain circumstances in which a company is not required to hold an AGM, such as passing a written members’ resolution and sending the relevant documents to the members beforehand, or where the company only has one member. Under the Companies Ordinance, a company’s directors are also required to prepare annual financial statements together with a directors’ report, and lay the financial statements and other reporting documents (i.e., the directors’ report for the financial year and the auditor’s report on those financial statements) (collectively “reporting documents”) before the company in an AGM for the financial year, usually within 6 or 9 months, depending on the type of the company and the particular circumstances, after the end of that accounting reference period. If a company is not required to hold an AGM under the Companies Ordinance, it is only required to send copies of the reporting documents for the financial year to its member within the prescribed period for the laying of financial statements at an AGM.

 

Failure to comply with the abovementioned requirements may render the company, its responsible persons and/or its directors liable to fines and/or imprisonment. In addition, the Companies Ordinance also states where a person in any return, report, financial statements, certificate or other document, required by or for the purposes of any provision of the Companies Ordinance, knowingly or recklessly makes a statement that is misleading, false or deceptive in any material particular (section 895(1) of the Companies Ordinance), such person is liable (i) on conviction on indictment to a fine of $300,000 and to imprisonment for 2 years; or (ii) on summary conviction to a fine at level 6 and to imprisonment for 6 months (section 895(2) of the Companies Ordinance).

 

1.4.1 Organic Gardens

 

Based on the Documents, Organic Gardens is not in breach of its filing requirements and has complied with the Companies Ordinance in all material respects during the Track Record Period.

 

1.4.2 GDD HK

 

Based on the Documents, GDD HK is not in breach of its filing requirements and has complied with the Companies Ordinance in all material respects during the Track Record Period.

 

1.4.3 Linden Tree

 

Based on the Documents, Linden Tree is not in breach of its filing requirements and has complied with the Companies Ordinance in all material respects during the Track Record Period.

 

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1.5.Share Capital

 

1.5.1 Organic Gardens

 

The current issued and paid-up share capital of Organic Gardens are as follows:

 

  Issued and paid-up share capital : HK$1,000,000
  Number of issued / paid-up shares : 1,000,000 ordinary shares

 

1.5.2 GDD HK

 

The current issued and paid-up share capital of GDD HK are as follows:

 

  Issued and paid-up share capital : HK$1,000,000
  Number of issued / paid-up shares : 1,000,000 ordinary shares

 

1.5.3 Linden Tree

 

The current issued and paid-up share capital of Linden Tree are as follows:

 

  Issued and paid-up share capital : HK$10,000
  Number of issued / paid-up shares : 10,000 ordinary shares

 

1.6.Shareholders

 

1.6.1 Organic Gardens

 

  Name and Address
of Shareholder		   Class of Shares
(including
Shareholder Rights)		   Number of
Shares		   Share Percentage or Proportion of Voting Power (if different)
  OG Wholesales Holding Limited   Ordinary   1,000,000   100%

 

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1.6.2 GDD HK

 

  Name and Address
of Shareholder		   Class of Shares
(including
Shareholder Rights)		   Number of Shares   Share Percentage or Proportion of Voting Power (if different)
  GDD Retail Holding Limited   Ordinary   1,000,000   100%

 

1.6.3 Linden Tree

 

  Name and Address
of Shareholder		   Class of Shares
(including
Shareholder Rights)		   Number of Shares   Share Percentage or Proportion of Voting Power (if different)
  GDD Retail Holding Limited   Ordinary   10,000   100%

 

The abovenamed shareholders are the current registered holder and the current legal owner of all the shares in the Companies, respectively, and are respectively entitled to the equity of the Companies and the rights and interests attached thereto. Based on the Documents and the Companies’ confirmation provided to us, the respective shareholders’ interest in the Companies are free from any encumbrances such as mortgage, lien, pledge, charge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, third-party right, instruction or any other encumbrance or condition whatsoever as at the date of this opinion.

 

Based on the Documents, there is only one class of shares for each of the Companies, i.e., ordinary shares with the same voting rights. There are no nominee, voting or trust arrangements in relation to the shares of each of the Companies.

 

Under Hong Kong laws and the current conditions of the Companies, the Companies are not required to obtain permission from any Hong Kong authorities to issue ordinary shares to investors.

 

1.7.Dividends

 

Based on the Documents, on 27 June 2022, Organic Gardens declared an interim dividend of HK$8 per share in respect of the financial year ended 31 December 2020 and a total of HK$8,000,000 is payable to the ultimate holding company (i.e. Listco), while GDD HK declared an interim dividend of HK$14 per share in respect of the financial year ended 31 December 2020 and a total of HK$140,000,000 is payable to the ultimate holding company (i.e. Listco). On June 27, 2022, the Listco distributed a special dividend of HK$22,000,000 (US$2,803,130) to its shareholders to offset against the amounts due from the related parties. Based on the confirmation of Linden Tree, no dividends have been declared or made by Linden Tree since its date of incorporation. Based on the articles of association of the Companies, none of them are currently prohibited from paying or declaring any dividends or other distribution or any withholding tax.

 

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Under Hong Kong laws, all dividends and other distributions declared and payable on the shares of the Companies in accordance with the Companies Ordinance may be paid or distributed to holders of such shares, and such dividends and other distribution made to holders of such shares are not subject to withholding or other taxes and are otherwise free and clear of any other duty, withholding or deduction under the laws of Hong Kong, and may be paid without obtaining any approval from any governmental authority in Hong Kong. Save and except that a distribution may only be made by the Companies out of profits in accordance with the Companies Ordinance and their respective articles of association, there is no general restriction against payment of dividends, making of distributions, repayment of loans, or transfer of property and assets to any third party by the Companies under the laws of Hong Kong or their respective articles of association. Dividends or distributions may be paid in Hong Kong dollars and may be converted into other foreign currency and transferred out of Hong Kong. There is no exchange control legislation under Hong Kong laws.

 

1.8.Encumbrances

 

Based on a review the register of charges of the Companies Registry, the Searches and the Companies’ confirmation provided to us, there are no registered mortgages or charges or other kinds of security over the assets of the Companies.

 

2.PRINCIPAL ACTIVITY AND LICENCE AND CONSENTS

 

2.1 Organic Gardens

 

Organic Gardens has obtained the following business registration certificates for its business carried out in Hong Kong. Details of the current business registration certificates (to be renewed annually) are as follows:

 

  Business Name   Address   Business
Registration No.		   Effective Period
  Organic Gardens International Limited   Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT   22301319-000-03-23-3  

3 March 2023 to

2 March 2024

 

  Business Name   Address   Business
Registration No.		   Effective Period
 

Organic Gardens International Limited

   Flat C,D,F,G,N,J Blk 2, 4/F Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT   22301319-005-03-23-8  

3 March 2023 to

2 March 2024

               
 

Branch name:

Organic Gardens International Limited

   Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT  

22301319-004-03-23-7

  

3 March 2023 to

2 March 2024

 

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Organic Gardens is registered as a food importer/distributor. Details of the current food importer/distributor registration certificate (to be renewed every three years) are as follows:

 

  Registration No. : TR-11-000316
  Address : Room 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung N.T.
  Date of Expiry : 31 January 2024

 

Organic Gardens has obtained the following food factory licence. Details of the current food factory licence (to be renewed annually) are as follows:

 

  Licence No. : 2991800508
  Address : Flat F-G, 4/F, Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, New Territories
  Date of Commencement : 25 January 2023
  Date of Expiry : 24 January 2024

 

Organic Gardens has obtained the following retailer and wholesaler licences in Chinese herbal medicines. Details of the current retailer and wholesaler licences (to be renewed regularly) are as follows:

 

Retailer licence in Chinese herbal medicines

 

  Licence No. : CR-2019-00270
  Address : Flat/Rm 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT
       
      Flat F, G and J, 4/F, Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, NT (Warehouse)
       
  Date of Commencement : 23 September 2021
  Date of Expiry : 22 September 2023

 

Wholesaler licence in Chinese herbal medicines

 

  Licence No. : CW-2019-00046
  Address : Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT
       
      Flat F, G and J, 4/F, Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, NT (Warehouse)

 

  Date of Commencement : 23 September 2021
  Date of Expiry : 22 September 2023

 

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Based on the Documents and Organic Gardens’ confirmation, save for the business registration in accordance with the Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“Business Registration Ordinance”), registration as a food importer/distributor in accordance with the Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong) (“Food Safety Ordinance”), food factory licence in accordance with the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (“Food Business Regulation”), a subsidiary legislation under the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) and retailer and wholesaler licences in Chinese herbal medicines in accordance with the Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong) (“Chinese Medicine Ordinance”), with which Organic Gardens has duly complied in all material respects, Organic Gardens is not required to obtain any other material permit, licence or approval in Hong Kong in order to engage in wholesale and trading of natural and organic foods and the operation of food factory and warehouse in Hong Kong.

 

Based on the Documents and Organic Gardens’ confirmation, the business registration certificate, registration as a food importer/distributor, food factory licence and retailer and wholesaler licences in Chinese herbal medicines of Organic Gardens are valid and have not expired, been varied or revoked and remain in full force and effect.

 

Further, based on the Documents, the Searches and Organic Gardens’ confirmation, Organic Gardens is in compliance in all material respects with the aforementioned business registration certificates, registration as a food importer/distributor, food factory licence and retailer and wholesaler licences in Chinese herbal medicine, and no action has been taken or threatened for the cancellation of such certificate, registration or licence.

 

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2.2 GDD HK

 

GDD HK has obtained the following business registration certificates for its business carried out in Hong Kong. Details of the current business registration certificate (to be renewed annually) are as follows:

 

  Business Name   Address   Business
Registration No.		   Effective Period
  GREENDOTDOT.COM LIMITED   Shop No. ADM29 Admiralty Station Admiralty HK   30883094-043-04-23-4   14 April 2023 to 13 April 2024
               
 

Branch name: GREENDOTDOT

   Kiosk 11 Fortress Hill MTR Station HK   30883094-020-04-23-5   14 April 2023 to 13 April 2024
      Shop Unit 160 Paradise Mall HK   30883094-012-04-23-9   14 April 2023 to 13 April 2024
      Concession HOK 23B at MTR Hong Kong Station HK   30883094-016-04-23-2   14 April 2023 to 13 April 2024
      Flat/Rm KOB12 Kowloon Bay MTR Station KL   30883094-003-04-23-1   14 April 2023 to 13 April 2024
      Concession KET 7 at MTR Kennedy Town Station Kennedy Town HK   30883094-048-04-23-9   14 April 2023 to 13 April 2024
      KWT No. 12 Kwun Tong MTR Station KL   30883094-021-04-23-6   14 April 2023 to 13 April 2024
      Shop No. MEF6 Mei Foo MTR Station Lai Chi Kok KL   30883094-026-04-23-0   14 April 2023 to 13 April 2024
      2/F Shop No. 265A&B Ma On Shan Plaza No 608 Sai Sha Road Ma On Shan NT   30883094-011-04-23-8   14 April 2023 to 13 April 2024
      Shop K01 Upper Ground Floor Olympian City One 11 Hoi Fai Road West Kowloon KL   30883094-004-04-23-2   14 April 2023 to 13 April 2024
      Shop No PRE20 Prince Edward MTR Station KL   30883094-023-04-23-8   14 April 2023 to 13 April 2024
      Shop No.SYP2 at Sai Ying Pun Station HK   30883094-037-04-23-A   14 April 2023 to 13 April 2024
      G/F Fat Cheong Bldg 63 Electric Road North Point HK   30883094-036-04-23-9   14 April 2023 to 13 April 2024
      Shop No TUM23 Tuen Mun Station NT   30883094-024-04-23-9   14 April 2023 to 13 April 2024
      Concession TUC 8 at MTR Tung Chung Station, Tung Chung, Lantau Island, NT  

30883094-047-04-23-8

 

   14 April 2023 to 13 April 2024

 

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      Shop No.TSW 9 Tsuen Wan MTR Station NT   30883094-039-04-23-1   14 April 2023 to 13 April 2024
      Shop No TSY307 Tsing Yi Station Tsing Yi NT  

30883094-030-04-23-3

 

   14 April 2023 to 13 April 2024
      Shop No 8 Yuen Long Station NT   30883094-025-04-23-A   14 April 2023 to 13 April 2024
      Shop No. YMT22, Yau Ma Tei MTR Station, KL   30883094-038-04-23-0   14 April 2022 to 13 April 2023
      Basement 1-6, Wing On Kowloon Centre, 345 Nathan Road, Kowloon（九龍彌敦道345號永安九龍中心地庫1樓至6樓）   30883094-051-04-23-0   14 April 2022 to 13 April 2023
      B/F & 2/F, 211 Des Voeux Rd, Central, HK   30883094-050-04-23-A   14 April 2022 to 13 April 2023

 

  Business Name   Address   Business
Registration No.		   Effective Period
 

GREENDOTDOT.COM LIMITED

 

Branch name:

   Flat/Rm DIH13 Diamond Hill Station KL   30883094-033-04-23-6   14 April 2023 to 13 April 2024
  GREEN DOT DOT   HAH16 Hang Hau Station Hang Hau NT   30883094-034-04-23-7   14 April 2023 to 13 April 2024
    Kiosk No. KOT 4 at MTR Kowloon Tong Station, Kowloon Tong, KL   30883094-049-04-23-A   14 April 2023 to 13 April 2024

 

 

  Business Name   Address   Business
Registration No.		   Effective Period
 

GREENDOTDOT.COM LIMITED

 

   Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT Nature of Business: E-business & General trading)   30883094-045-04-23-6   14 April 2023 to 13 April 2024
 

 

            
  Branch name: GREENDOTDOT.COM LIMITED   Flat 02, 04/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT Nature of Business: Factory and Warehouse     30883094-046-04-23-7   14 April 2023 to 13 April 2024
      Flat C,D,F,G,N,J Blk 2 4/F Wah Fung Ind Ctr 33-39 Kwai Fung Crescent Kwai Chung NT   30883094-046-04-23-7   14 April 2023 to 13 April 2024

 

 

Page | 16

 

 

 

  Business Name   Address   Business
Registration No.		   Effective Period
 

GREENDOTDOT.COM LIMITED

   Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT   30883094-000-04-23-9   14 April 2023 to 13 April 2024

 

GDD HK is registered as a food importer/distributor. Details of the current food importer/distributor registration certificate (to be renewed every three years) are as follows:

 

  Registration No. : TR-11-000312
  Address : Flat 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung N.T.
  Date of Expiry : 31 January 2024

 

GDD HK has obtained the following retailer licences in Chinese herbal medicines. Details of the current retailer licences in Chinese herbal medicines (to be renewed regularly) are as follows:

 

  Licence No. : CR-2018-00175
  Address : Shop No. ADM29, Admiralty Station, Admiralty, HK
  Date of Commencement : 11 July 2022
  Date of Expiry : 10 July 2024
       
  Licence No. : CR-2014-00455
  Address : Flat/Rm DIH13, Diamond Hill Station, Kln
  Date of Commencement : 31 December 2022
  Date of Expiry : 30 December 2024
       
  Licence No. : CR-2014-00393
  Address : Kiosk 11, Fortress Hill MTR Station, Hong Kong

 

Page | 17

 

 

 

  Date of Commencement : 31 December 2022
  Date of Expiry : 30 December 2024
       
  Licence No. : CR-2021-00459
  Address : Flat J, 4/F, Blk 2, Wah Fung Ind Ctr, 33-39
      Kwai Fung Crescent, Kwai Chung, NT
  Date of Commencement : 22 November 2021
  Date of Expiry : 21 November 2023
       
  Licence No. : CR-2014-00456
  Address : Shop Unit 160, Paradise Mall, Hong Kong
  Date of Commencement : 31 December 2022
  Date of Expiry : 30 December 2024
       
  Licence No. : CR-2015-00085
  Address : HAH16, Hang Hau Station, Hang Hau, N.T.
  Date of Commencement : 8 May 2023
  Date of Expiry : 7 May 2025
       
  Licence No. : CR-2014-00392
  Address : Concession HOK 23B at MTR Hong Kong Station, Hong Kong
  Date of Commencement : 24 November 2022
  Date of Expiry : 23 November 2024
       
  Licence No. : CR-2014-00389
  Address : Flat/Rm KOB12, Kowloon Bay MTR Station, Kowloon
  Date of Commencement : 24 November 2022
  Date of Expiry : 23 November 2024
       
  Licence No. : CR-2020-00524
  Address : Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK
  Date of Commencement : 4 January 2023
  Date of Expiry : 3 January 2025
       
  Licence No. : CR-2021-00057
  Address : Kiosk No. KOT 4 at MTR Kowloon Tong Station, Kowloon Tong, Kln
  Date of Commencement : 12 April 2023
  Date of Expiry : 11 April 2025
       
  Licence No. : CR-2014-00400
  Address : KWT No. 12, Kwun Tong MTR Station, Kowloon
  Date of Commencement : 15 December 2022
  Date of Expiry : 14 December 2024

 

Page | 18

 

 

 

  Licence No. : CR-2014-00402
  Address : Shop No MEF6, Mei Foo MTR Station, Lai Chi Kok, Kowloon
  Date of Commencement : 15 December 2022
  Date of Expiry : 14 December 2024
       
  Licence No. : CR-2014-00457
  Address : Shop No. 265A&B, 2/F, Ma On Shan Plaza, No 608  Sai Sha Road, Ma On Shan, NT
  Date of Commencement : 31 December 2022
  Date of Expiry : 30 December 2024
       
  Licence No. : CR-2014-00458
  Address : Shop K01, Upper Ground Floor, Olympian City One,  11 Hoi Fai Road, West Kowloon, Kowloon
  Date of Commencement : 31 December 2022
  Date of Expiry : 30 December 2024
       
  Licence No. : CR-2014-00399
  Address : Shop No. PRE20, Prince Edward MTR Station,  Kowloon
  Date of Commencement : 24 November 2022
  Date of Expiry : 23 November 2024
       
  Licence No. : CR-2015-00201
  Address : Shop No. SYP2 at Sai Ying Pun Station, Hong Kong
  Date of Commencement : 4 September 2021
  Date of Expiry : 3 September 2023
       
  Licence No. : CR-2016-00245
  Address : G/F, Fat Cheong Bldg, 63 Electric Road,
      North Point, Hong Kong
  Date of Commencement : 15 September 2022
  Date of Expiry : 14 September 2024
       
  Licence No. : CR-2014-00395
  Address : Shop No TUM23, Tuen Mun Station, N.T.
  Date of Commencement : 24 November 2022
  Date of Expiry : 23 November 2024
       
  Licence No. : CR-2020-00523
  Address : Concession TUC 8 at MTR Tung Chung Station,
      Tung Chung, Lantau Island, NT
  Date of Commencement : 25 January 2023
  Date of Expiry : 24 January 2025

 

Page | 19

 

 

 

  Licence No. : CR-2015-00500
  Address : Shop No. TSW 9, Tsuen Wan MTR Station, N.T.
  Date of Commencement : 16 February 2022
  Date of Expiry : 15 February 2024
       
  Licence No. : CR-2014-00403
  Address : Shop No TSY307, Tsing Yi Station, Tsing Yi, N.T.
  Date of Commencement : 24 November 2022
  Date of Expiry : 23 November 2024
       
  Licence No. : CR-2014-00394
  Address : Shop No 8, Yuen Long Station, N.T.
  Date of Commencement : 15 December 2022
  Date of Expiry : 14 December 2024
       
  Licence No. : CR-2015-00325
  Address : Shop No. YMT22, Yau Ma Tei MTR Station, Kowloon
  Date of Commencement : 13 November 2021
  Date of Expiry : 12 November 2023
       
  Licence No. : CR-2020-00058
  Address : Flat J, 4/F, Blk 2, Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT
  Date of Commencement : 28 May 2022
  Date of Expiry : 27 May 2024

 

GDD HK has obtained the following milk permits. Details of the current milk permits (to be renewed annually) are as follows:

 

  Licence/Permit No. : 0618802216
  Address : Concession KET 7 at MTR Kennedy Town Station, Hong Kong
  Date of Commencement : 4 January 2023
  Date of Expiry : 3 January 2024
       
  Licence/Permit No. : 0663801727
  Address : Shop MEF 6, Mei Foo MTR Station, Mei Foo, Kowloon
  Date of Commencement : 23 December 2022
  Date of Expiry : 22 December 2023

 

Page | 20

 

 

 

  Licence/Permit No. : 0662801492
  Address : Shop PRE 20, Prince Edward MTR Station, Prince  Edward, Kowloon
  Date of Commencement : 6 January 2023
  Date of Expiry : 5 January 2024
       
  Licence/Permit No. : 0618802225
  Address : Shop No.SYP2 At Sai Ying Pun Station, Hong Kong
  Date of Commencement : 4 January 2023
  Date of Expiry : 3 January 2024
       
  Licence/Permit No. : 0612801691
  Address : Shop B, G/F., Fat Cheong Building, 63 Electric Road,  North Point, Hong Kong
  Date of Commencement : 4 January 2023
  Date of Expiry : 3 January 2024
       
  Licence/Permit No. : 0617800602
  Address : Concession TUC 8, MTR Tung Chung Station, Tung  Chung, Lantau Island, Hong Kong
  Date of Commencement : 12 October 2022
  Date of Expiry : 11 October 2023
       
  Licence/Permit No. : 0692801561
  Address : Shop No. TSW9, Tsuen Wan MTR Station, Tsuen  Wan, New Territories
  Date of Commencement : 11 January 2023
  Date of Expiry : 10 January 2024
       
  Licence/Permit No. : 0651802130
  Address : Shop KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kowloon
  Date of Commencement : 13 January 2023
  Date of Expiry : 12 January 2024
       
  Licence/Permit No. : 0691801661
  Address : TSY 307, Tsing Yi Station, Tsing Yi, New Territories
  Date of Commencement : 14 January 2023
  Date of Expiry : 13 January 2024
       
  Licence/Permit No. : 0697802213
  Address : Shop 265A &B, 2/F, Ma On Shan Plaza, No. 608 Sai Sha Road, Ma On Shan, Sha Tin, New Territories
  Date of Commencement : 30 March 2023
  Date of Expiry : 29 March 2024

 

Page | 21

 

 

 

  Licence/Permit No. : 0611802341
  Address : Kiosk 11, Fortress Hill MTR Station, Fortress Hill, Hong Kong
  Date of Commencement : 15 September 2022
  Date of Expiry : 14 September 2023
       
  Licence/Permit No. : 0618802386
  Address : Shop No. ADM29, Admiralty Station, Admiralty, Hong Kong
  Date of Commencement : 21 November 2022
  Date of Expiry : 20 November 2023
       
  Licence/Permit No. : 0698801776
  Address : Shop HAH16, Hang Hau Station, Tseung Kwan O, Sai Kung, New Territories
  Date of Commencement : 19 October 2022
  Date of Expiry : 18 October 2023
       
  Licence/Permit No. : 0653801399
  Address : DIH 13, Diamond Hill Station, Wong Tai Sin, Kowloon
  Date of Commencement : 13 May 2023
  Date of Expiry : 12 May 2024
       
  Licence/Permit No. : 0652802076
  Address : KOT 4, MTR Kowloon Tong Station, Kowloon
  Date of Commencement : 13 July 2023
  Date of Expiry : 12 July 2024
       
  Licence/ Permit No. : 0694802461
  Address : Shop No. 8, Yuen Long Station, Yuen Long, New
      Territories
  Date of Commencement : 28 April 2023
  Date of Expiry : 27 April 2024
       
  Licence/ Permit No. : 0611802299
  Address : Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK
  Date of Commencement : 11 August 2023
  Date of Expiry : 10 August 2024
       
  Licence/ Permit No. : 0618802331
  Address : Concession HOK 23B at MTR Hong Kong Station, Hong Kong
  Date of Commencement : 19 October 2022
  Date of Expiry : 18 October 2023

 

Page | 22

 

 

 

  Licence/ Permit No. : 0662801599
  Address : Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Kowloon
  Date of Commencement : 16 August 2023
  Date of Expiry : 15 August 2024
     
  Licence/ Permit No. : 0693801753
  Address : TUM23, Tuen Mun Station, Tuen Mun, New Territories
  Date of Commencement : 5 September 2022
  Date of Expiry : 6 September 2023
     
  Licence/ Permit No. : 0661802063
  Address : Shop YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kowloon
  Date of Commencement : 12 August 2023
  Date of Expiry : 11 August 2024

 

GDD HK has obtained the following frozen confections permits (other than soft ice-cream). Details of the current frozen confections permits (other than soft ice-cream) (to be renewed annually) are as follows:

 

  Licence/Permit No. : 0763803025
  Address :

Shop MEF 6, Mei Foo MTR Station, Mei Foo, Kowloon
  Date of Commencement : 23 December 2022
  Date of Expiry : 22 December 2023
   
  Licence/Permit No. : 0797802986
  Address : Shop 265 A & B, 2/F, Ma On Shan Plaza, 608 Sai Sha Road, Ma On Shan, Sha Tin, New Territories
  Date of Commencement : 28 August 2022
  Date of Expiry : 27 August 2023
   
  Licence/Permit No. : 0762802609
  Address : Shop PRE 20, Prince Edward MTR Station, Prince Edward, Kowloon
  Date of Commencement : 6 January 2023
  Date of Expiry : 5 January 2024

 

Page | 23

 

 

 

  Licence/Permit No. : 0712802880
  Address : Shop B, G/F., Fat Cheong Building, 63 Electric Road, North Point, Hong Kong
  Date of Commencement : 8 September 2022
  Date of Expiry : 7 September 2023
       
  Licence/Permit No. : 0717801253
  Address : Concession TUC 8, MTR Tung Chung Station, Tung Chung, Lantau Island, Hong Kong
  Date of Commencement : 12 October 2022
  Date of Expiry : 11 October 2023
       
  Licence/Permit No. : 0791802498
  Address : Shop No. TSY307, Tsing Yi Station, Tsing Yi, New Territories
  Date of Commencement : 25 September 2022
  Date of Expiry : 24 September 2023
       
  Licence/Permit No. : 0753802223
  Address : DIH 13, Diamond Hill Station, Wong Tai Sin, Kowloon
  Date of Commencement : 13 May 2023
  Date of Expiry : 12 May 2024
       
  Licence/Permit No. : 0792802972
  Address : Shop No. TSW9, Tsuen Wan MTR Station, Tsuen Wan, New Territories
  Date of Commencement : 13 October 2022
  Date of Expiry : 12 October 2023
       
  Licence/Permit No. : 0798803144
  Address : Shop HAH 16, Hang Hau Station, Tseung Kwan O, Sai Kung, New Territories
  Date of Commencement : 19 October 2022
  Date of Expiry : 18 October 2023
       
  Licence/Permit No. : 0711803372
  Address : Kiosk 11, Fortress Hill MTR Station, Fortress Hill, Hong Kong
  Date of Commencement : 16 September 2022
  Date of Expiry : 15 September 2023
       
  Licence/Permit No. : 0718803052
  Address : Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK
  Date of Commencement : 22 November 2022
  Date of Expiry : 21 November 2023

 

Page | 24

 

 

 

  Licence/Permit No. : 0751803709
  Address : Shop KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kowloon
  Date of Commencement : 22 November 2022
  Date of Expiry : 21 November 2023
       
  Licence/Permit No. : 0718803043
  Address : Shop No.ADM29, Admiralty Station, Admiralty, Hong Kong
  Date of Commencement : 21 November 2022
  Date of Expiry : 20 November 2023
       
  Licence/ Permit No. : 0794803711
  Address : Shop No. 8, Yuen Long Station, Yuen Long, New Territories
  Date of Commencement : 28 April 2023
  Date of Expiry : 27 April 2024
       
  Licence/ Permit No. : 0751803423
  Address : KOT 4, MTR Kowloon Tong Station, Kowloon
  Date of Commencement : 11 April 2023
  Date of Expiry : 10 April 2024
       
  Licence/ Permit No. : 0711803318
  Address : Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK
  Date of Commencement : 11 August 2023
  Date of Expiry : 10 August 2024
       
  Licence/ Permit No. : 0718802970
  Address : Concession HOK 23B at MTR Hong Kong Station, Hong Kong
  Date of Commencement : 16 September 2022
  Date of Expiry : 15 September 2023
       
  Licence/ Permit No. : 0762802779
  Address : Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Kowloon
  Date of Commencement : 16 August 2023
  Date of Expiry : 15 August 2024
       
  Licence/ Permit No. : 0793802818
  Address : TUM23, Tuen Mun Station, Tuen Mun, New Territories
  Date of Commencement : 7 September 2022
  Date of Expiry : 6 September 2023

 

Page | 25

 

 

 

  Licence/ Permit No. : 0761803137
  Address : Shop YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kowloon
  Date of Commencement : 12 August 2023
  Date of Expiry : 11 August 2024

 

GDD HK has obtained the following restricted food permits. Details of the current restricted food permits (to be renewed annually) are as follows:

 

  Licence/Permit No. : 0391804986
  Address : Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung New Territories
  Endorsements/Permission : Online Sale of Prepackaged Frozen Fish via website http://www.greendotdot.com
  Date of Commencement : 18 October 2022
  Date of Expiry : 17 October 2023
       
  Licence/Permit No. : 0391804977
  Address : Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung New Territorities
  Endorsements/Permission : Online Sale of Prepackaged Frozen Poultry via website http://www.greendotdot.com
  Date of Commencement : 18 October 2022
  Date of Expiry : 17 October 2023
       
  Licence/Permit No. : 0391804968
  Address : Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung New Territorities
  Endorsements/Permission : Online Sale of Prepackaged Shell Fish via website http://www.greendotdot.com
  Date of Commencement : 18 October 2022
  Date of Expiry : 17 October 2023
       
  Licence/Permit No. : 0391804959
  Address : Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung New Territorities
  Endorsements/Permission : Online Sale of Prepackaged Frozen Meat (Frozen : Beef, Pork, Mutton) via website http://www.greendotdot.com
  Date of Commencement : 18 October 2022
  Date of Expiry : 17 October 2023

 

Page | 26

 

 

 

GDD HK has obtained the following licences for listed sellers of poisons. Details of the current licences for listed sellers of poisons (to be renewed regularly) are as follows:

 

  Licence No. : 132316
  Address : Shop No. ADM29, Admiralty Station, Admiralty, Hong Kong
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132296
  Address : Flat/Rm DIH13, Diamond Hill Station, Diamond Hill, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132312
  Address : Kiosk 11, Fortress Hill MTR Station, Fortress Hill, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132299
  Address : Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132311
  Address : HAH16, Hang Hau Station, Hang Hau, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132310
  Address : Concession HOK 23B at MTR Hong Kong Station, Central, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132303
  Address : Flat/Rm KOB12, Kowloon Bay MTR Station, Kowloon Bay, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023

 

Page | 27

 

 

 

  Licence No. : 132318
  Address : Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132297
  Address : Kiosk No. KOT 4 at MTR Kowloon Tong Station, Kowloon Tong, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132305
  Address : KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132302
  Address : Shop No. MEF6, Mei Foo MTR Station, Lai Chi Kok, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132301
  Address : Shop No. 265A & B, 2/F, Ma On Shan Plaza, No 608 Sai Sha Road, Ma On Shan, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132309
  Address : Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Tai Kok Tsui, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132315
  Address : Shop No. PRE20, Prince Edward MTR Station, Mong Kok, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023

 

Page | 28

 

 

 

  Licence No. : 132308
  Address : Shop No. SYP2 at Sai Ying Pun Station, Sai Ying Pun, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132306
  Address : G/F, Fat Cheong Bldg, 63 Electric Road, North Point, HK
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132307
  Address : Shop No TUM23, Tuen Mun Station, Tuen Mun, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132317
  Address : Concession TUC 8 at MTR Tung Chung Station, Tung Chung, Lantau Island, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132298
  Address : Shop No. TSW 9, Tsuen Wan MTR Station, Tsuen Wan, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132313
  Address : Shop No. TSY307, Tsing Yi Station, Tsing Yi, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132304
  Address : Shop No 8, Yuen Long Station, Yuen Long, NT
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023
       
  Licence No. : 132314
  Address : Shop No. YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kln
  Date of Commencement : 1 January 2023
  Date of Expiry : 31 December 2023

 

Page | 29

 

 

 

Based on the Documents and GDD HK’s confirmation, save for the business registration in accordance with the Business Registration Ordinance, registration as a food importer/distributor in accordance with the Food Safety Ordinance, the retailer licences in Chinese herbal medicines in accordance with Chinese Medicine Ordinance, the milk permits, frozen confections permits and restricted food permits in accordance with the Food Business Regulation, and the licences for listed sellers of poisons in accordance with the Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong), with which GDD HK has duly complied in all material respects, GDD HK is not required to obtain any other material certificate, permit, licence or approval in Hong Kong in order to engage in retail (through retail outlets and online) of natural and organic foods in Hong Kong.

 

Based on the Documents and GDD HK’s confirmation, the business registration certificate, registration as a food importer/distributor, retailer licences in Chinese herbal medicines, milk permits, frozen confections permits, restricted food permits, and licences for listed sellers of poisons of GDD HK are valid and have not expired, been varied or revoked and remain in full force and effect.

 

Further, based on the Documents, the Searches and GDD HK’s confirmation, it is in compliance in all material respects with the aforementioned business registration certificate, registration as a food importer/distributor, retailer licences in Chinese herbal medicines, milk permits, frozen confections permits, restricted food permits, and licences for listed sellers of poisons, and no action has been taken or threatened for the cancellation of such certificate, registration, permits and licences.

 

  2.3 Linden Tree

 

  Business Name : Linden Tree Consultancy Limited
  Address : Flat 2-3, 4/F Join-In Hang Sing Ctr, 2-16 Kwai Fung Crescent, Kwai Chung, NT
  Business Registration No. : 61459828-000-05-23-7
  Effective Period : 20 May 2023 to 19 May 2024

 

Based on the Documents and Linden Tree’s confirmation, save for the business registration in accordance with the Business Registration Ordinance, with which Linden Tree has duly complied in all material respects, Linden Tree is not required to obtain any other material permit, licence or approval in Hong Kong in order to engage in trademark holding.

 

Further, based on the Documents, the Searches and Linden Tree’s confirmation, it is in compliance in all material respects with the aforementioned business registration certificate and no action has been taken or threatened for the cancellation of such certificate or registration.

 

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 3.INTELLECTUAL PROPERTY
  3.1 Organic Gardens

 

According to the IP Search Results on trademarks, patents and designs, the following trademarks are used by Organic Gardens and are registered in Hong Kong:

 

  Trademark   Place of registration   Trademark number   Class   Expiry date   Registered owner
    Hong Kong   2001B01868   3   20 June 2027   Organic Gardens
    Hong Kong   2001B04894AA   29,30,31,32   20 June 2027   Organic Gardens

 

Based on the Searches, there are no disputes or infringements in connection with Organic Gardens’ intellectual property rights pending or threatened against it which could have a material adverse effect on its operations or financial performance.

 

Save for the above disclosed, there are no registered or unregistered intellectual property assets owned, used, licensed and/or held by Organic Gardens, and Organic Gardens has not received any formal notice that it infringes any intellectual property rights of any third party during the Track Record Period.

 

  3.2 GDD HK

 

According to the IP Search Results on trademarks, patents and designs, the following trademarks are used by GDD HK and are registered in Hong Kong:

 

  Trademark   Place of registration   Trademark number   Class   Expiry date   Registered owner
    Hong Kong   2001B04959AA   3,29,30,31, 32, 42   10 May 2027   GDD HK
                       
    Hong Kong   2003B05487   35   31 August 2028   GDD HK

 

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Based on the Searches, there are no disputes or infringements in connection with GDD HK’s intellectual property rights pending or threatened against it which could have a material adverse effect on its operations or financial performance.

 

Save for the above disclosed, there are no registered or unregistered intellectual property assets owned, used, licensed and/or held by GDD HK, and GDD HK has not received any formal notice that it infringes any intellectual property rights of any third party during the Track Record Period.

 

  3.3 Linden Tree

 

According to the IP Search Results on trademarks, patents and designs, the following trademarks is used by Linden Tree and is registered in Hong Kong:

 

  Trademark   Place of registration   Trademark number   Class   Expiry date   Registered owner
    Hong Kong   304517226   3, 29, 30, 31, 32, 35, 42   6 May 2028   Linden Tree

 

Based on the Searches, there are no disputes or infringements in connection with Linden Tree’s intellectual property rights pending or threatened against it which could have a material adverse effect on its operations or financial performance.

 

Save for the above disclosed, there are no registered or unregistered intellectual property assets owned, used, licensed and/or held by Linden Tree, and Linden Tree has not received any formal notice that it infringes any intellectual property rights of any third party during the Track Record Period.

 

 4.LITIGATION AND WINDING-UP

 

According to the Documents and the Searches and the Companies’ confirmation, there are:

 

(a)no record of any order or resolution for the winding-up or any notice of the appointment of a receiver, administrator or liquidator in connection with the winding-up, dissolution or reorganisation of any of the Companies or their assets in Hong Kong, and no record of any petition for the winding-up against any of the Companies in Hong Kong;
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(b)no steps having been taken or being taken to wind up or dissolve any of the Companies, appoint a receiver, administrator or liquidator in respect of any of them or any of their assets; and
(c)no actions, suits, investigations, litigation or proceedings current, pending or threatened against or affecting any of the Companies or any of their assets in which any of the Companies is a defendant or respondent before the courts of Hong Kong during the Track Record Period and up to the date hereof.

5.EMPLOYMENT
  5.1 Organic Gardens

 

5.1.1 Employment contracts

 

The sample employment contract of Organic Gardens that is reviewed by us conforms with the requirements under the Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“Employment Ordinance”).

 

5.1.2 Employee benefit

 

Retirement Pension Scheme

 

Based on the Mandatory Provident Fund participation certificate issued by the Mandatory Provident Fund Schemes Authority dated 7 January 2015, Organic Gardens has enrolled its Hong Kong employees with the BOC-Prudential Easy-Choice Mandatory Provident Fund Scheme in compliance with the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“Mandatory Provident Fund Schemes Ordinance”). Under the scheme, Organic Gardens and its employees each make a contribution of 5% of the relevant employee’s monthly income or HK$1,500, whichever is the less. Based on the email confirmations from BOCI-Prudential Asset Management Limited dated 8 April 2022 and 26 July 2023, there is no outstanding surcharge from Organic Gardens.

 

Compulsory Employees’ Compensation Insurance

 

According to section 40 of the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“Employees’ Compensation Ordinance”), no employer shall employ any employee in any employment unless there is in force a policy of insurance to cover their liabilities both under the Employees’ Compensation Ordinance and at common law for injuries at work in respect of all their employees, irrespective of the length of employment contract or working hours, full-time or part-time employment. If an employer fails to comply with the Employee’s Compensation Ordinance to secure an insurance cover, the employer commits an offence and is liable on conviction to a maximum fine of HK$100,000 and imprisonment for two years.

 

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Based on the Documents and Organic Gardens’ confirmation, Organic Gardens has currently taken out and maintained a valid employees’ compensation insurance for its employees.

 

  5.2 GDD HK

 

5.2.1 Employment contracts

 

The sample employment contract of GDD HK that is reviewed by us conforms with the requirements under the Employment Ordinance.

 

5.2.2 Employee benefit

 

Retirement Pension Scheme

 

Based on the Mandatory Provident Fund participation certificate issued by the Mandatory Provident Fund Schemes Authority dated 7 January 2015, GDD HK has enrolled its Hong Kong employees with the BOC-Prudential Easy-Choice Mandatory Provident Fund Scheme in compliance with the Mandatory Provident Fund Schemes Ordinance. Under the scheme, GDD HK and its employees each make a contribution of 5% of the relevant employee’s monthly income or HK$1,500, whichever is the less. Based on the email confirmation from BOCI-Prudential Asset Management Limited dated 8 April 2022 and 26 July 2023, there is no outstanding surcharge from GDD HK.

 

Compulsory Employees’ Compensation Insurance

 

Based on the Documents and GDD HK’s confirmation, GDD HK has currently taken out and maintained a valid employees’ compensation insurance for its employees.

 

5.3 Linden Tree

 

5.3.1 Employment contracts

 

Based on Linden Tree’s confirmation, Linden Tree has not entered into any employment contract as of the date hereof as Linden Tree does not have any employees.

 

5.3.2 Employee benefit

 

Retirement Pension Scheme

 

Based on Linden Tree’s confirmation, Linden Tree has not employed any employees as of the date hereof. Hence, it is not subject to the requirements under the Mandatory Provident Fund Schemes Ordinance.

 

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Compulsory Employees’ Compensation Insurance

 

Based on Linden Tree’s confirmation, Linden Tree has not employed any employees as of the date hereof. Hence, it is not subject to the requirements under the Employees’ Compensation Ordinance.

 

6.TAX
6.1Each of the Companies is subject to profits tax under Hong Kong laws in respect of its assessable profits arising in or derived from Hong Kong under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong).
   
  6.2 The applicable Hong Kong profits tax rates for the Companies for the years of assessment 2020/2021, 2021/2022 and 2022/2023 are 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. Profits of any company not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
6.3Each of the Companies has duly submitted profits tax returns during the Track Record Period. Based on Companies’ confirmation provided to us, we are not aware of any complaints, investigation of, any disputes with, or any fines, penalties or other administrative sanctions imposed by the Inland Revenue Department against the Companies during the Track Record Period.
   
6.4There is no capital gains tax under the laws of Hong Kong. No taxes, fees or charges are payable (either by direct assessment or withholding) to the government or other taxing authority in Hong Kong under the laws of Hong Kong in respect of the payment of dividends and other distributions declared and payable to the shareholders of any of the Companies.
   
6.5 Foreign-sourced income received in Hong Kong are also exempt from profits tax as long as economic substance requirements are met under the laws of Hong Kong.

 

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7.PROPERTIES
7.1The Companies have currently leased or licensed the following properties in Hong Kong (collectively, the “Properties”):
  No.   Property   Landlord / Licensor   Tenant / Licensee   Usage   Expiry date
  1.   Part of Shop B (No. 63 Electric Road) on G/F Fat Cheong Bldg, Nos 63-81 Electric Road, No. 1B Lau Li Street, No. 2B Tsing Fung Street, Hong Kong   Grand Yield Development Limited   Greendotdot.com Limited   Retail   28 February 2024
  2.   Concession HOK 23B at Hong Kong Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   21 April 2026
  3.   Shop Unit 160 of First Floor, Paradise Mall   MTR Corporation Limited   Greendotdot.com Limited   Retail   29 February 2024
  4.   Kiosk FOH 11 at Fortress Hill Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   12 August 2026
  5.   Kiosk ADM 29 at Admiralty Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   23 April 2024
  6.   Concession SYP 2 at Sai Ying Pun Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   28 March 2024
  7.   Kiosk No. PRE 20 at Prince Edward Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   1 May 2024
  8.   Kiosk No. MEF 6 at Mei Foo Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   14 April 2024
  9.   Shop No. K01 on Upper Ground Floor, Olympian City 1, 11 Hoi Fai Road, West Kowloon, Hong Kong   MTR Corporation Limited   Greendotdot.com Limited   Retail   15 June 2025
  10.   Kiosk No. DIH 13 at Diamond Hill Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   6 August 2026
  11.   Kiosk No. KOB 12 at Kowloon Bay Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   4 May 2025
  12.   Concession TSY 307 at Tsing Yi Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   15 October 2025
  13.   Kiosk No. TSW 9 at Tsuen Wan Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   29 May 2026
  14.   Concession No. HAH 16 at Hang Hau Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   11 October 2023
  15.   Shop No. YUL 8 at Yuen Long Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   25 March 2025
  16.   Shop No. TUM 23 at Tuen Mun Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   28 February 2025
  17.   Shop Nos. 265A & 265B on Level 2 of Ma On Shan Plaza erected on STTL No. 382 and known as Bayshore Towers & Ma On Shan Plaza   MTR Corporation Limited   Greendotdot.com Limited   Retail   30 April 2025
  18.   Concession TUC 8 at Tung Chung Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   11 October 2023
  19.   Concession KET 7 at MTR Kennedy Town Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   27 October 2023
  20.   Kiosk No. KOT4 at Kowloon Tong Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   27 December 2023
  21.   Kiosk No. YMT 22 at Yau Ma Tei Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   6 September 2024
  22.   Kiosk No. KWT 12 at Kwun Tong Station   MTR Corporation Limited   Greendotdot.com Limited   Retail   13 December 2024
  23.   Flat 2-3, 4.F, Join-in Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong   Dang Family Investment Limited   Organic Gardens International Limited   Warehouse and back office   14 June 2024

 

7.2Based on the confirmation of the Organic Gardens and GDD HK, all tenancy agreements, licence agreements and letters of renewal of licence agreement of the Properties are valid, legally binding and effective; and use of each of the Properties is in accordance with the usage approved for the Properties under the relevant tenancy agreement, licence agreement or letter of renewal of licence agreement, if stated.

 

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8.OFFERING DOCUMENTS

 

The statements in the Prospectus under the captions “Regulatory Environment” in so far as they purport to summarise the provisions of the laws of Hong Kong (save for those in relation to the provisions of the laws of the People’s Republic of China), are accurate in all material respects as at the date of this legal opinion and nothing material has been omitted from such statements which would make the same misleading in any material respect.

 

9.QUALIFICATIONS
9.1.The opinions set out above are subject to the following qualifications, limitations and exceptions:
9.1.1.the effect of any future amendment, alteration or adoption of any law, statute, rule, regulation or ordinance or of any future judicial interpretation thereof;
9.1.2.under Hong Kong law, the availability of certain equitable remedies, such as injunction and specific performance, will be at the discretion of the court and a court might make an award of damages where specific performance of an obligation or some other equitable remedy is sought;
9.1.3.the courts of Hong Kong will not enforce a judgment to an extent that the same may be contrary to public policy in Hong Kong;
9.1.4.where obligations are to be performed in a jurisdiction outside Hong Kong, they may not be enforceable under Hong Kong law to the extent that such performance would be illegal or contrary to public policy or exchange control regulations in that other jurisdiction;
9.1.5.a certificate, determination, notification or opinion of or the exercise of any discretion by any person as to any matter provided for in any of the HK Law Documents might not be upheld by the courts of Hong Kong if it could be shown to have an unreasonable or arbitrary basis or to be manifestly inaccurate or fraudulent;
9.1.6.a court in Hong Kong may refuse to give effect to a judgment in respect of costs of unsuccessful litigation brought before a court in Hong Kong or where the court has itself made an order for costs;
9.1.7.enforcement of the obligations of the parties to the HK Law Documents in a Hong Kong court may be limited by prescription or lapse of time or by bankruptcy, insolvency, liquidation, winding-up, reorganisation, moratorium, reconstruction or similar law affecting creditor’s right generally;
9.1.8.we express no opinion as to whether any provision in any of the HK Law Documents purporting to waive or confer a right of set-off or similar right would be effective against a liquidator or creditor. In particular any rights of set-off contained in the HK Law Documents may be limited by the laws of the jurisdiction where the relevant credit balances are held;
9.1.9.any provision of any of the HK Law Documents providing that certain calculation and/or certificates will be prima facie or conclusive and binding will not be effective if such calculation or certificates are erroneous on their face or fraudulent and will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party; where any party is vested with a discretion or may determine a matter in its opinion, Hong Kong law may require that the discretion be exercised reasonably or that the opinion be based on reasonable grounds;

 

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 9.1.10.any currency indemnity provision of any of the HK Law Documents may not be enforceable in the Hong Kong courts in relation to any judgment delivered by any court and expressed in a currency other than that in which the relevant sum is payable;
 9.1.11.the severability of provisions of any of the HK Law Documents which are illegal, invalid or unenforceable is, as a matter of Hong Kong law, at the discretion of the court, accordingly, we express no opinion as to the enforceability or validity of any such clause of the HK Law Documents;
 9.1.12.proceedings in a Hong Kong court may be stayed if concurrent proceedings are being brought elsewhere;
 9.1.13.a Hong Kong court may refuse to give effect to any undertaking for reimbursement or indemnity against expenses in respect of the costs of enforcement or of unsuccessful litigation brought before such a court;
 9.1.14.failure to exercise a right of action within the relevant limitation period prescribed by the Limitation Ordinance (Chapter 347 of the Laws of Hong Kong), will operate as a bar to the exercise of such right;
 9.1.15.failure to exercise a right promptly may operate as a waiver of that right notwithstanding a “no waiver” provision contained in the relevant clauses of any of the HK Law Documents;
 9.1.16.the exercise of remedies conferred by the HK Law Documents will be subject to general legal and equitable principles regarding the enforcement of security and general supervisory power and discretion of the courts of Hong Kong in the context thereof;
 9.1.17.any provision contained in any of the HK Law Documents which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party to the HK Law Documents or any other person may be ineffective;
 9.1.18.the effectiveness of provisions excusing a party from a liability or duty otherwise owed may be limited by law;
 9.1.19.we express no opinion as to the priority of the security (if any) created by any of the HK Law Documents and whether such security constitutes a legal or equitable security interest;
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 9.1.20.to be valid and effective, each choice of law in each HK Law Documents must be bona fide and the express choice of law will be disregarded if a Hong Kong court considers that the system of law has been chosen to evade the provisions of the legal system with which the HK Law Documents, determined objectively, are most closely connected; and
 9.1.21.we express no view as to the commercial suitability of the HK Law Documents or of the provisions therein or the general compliance with market practice or any commercial aspects of such HK Law Documents.
 9.1.22.other than a charging order or lis pendens which shall have priority from the commencement of the day following the date of its registration with the Land Registry, the Land Registration Ordinance (Chapter 128, Laws of Hong Kong) (“LRO”) grants priority to document registered within one month after the time of its execution. The Properties may therefore be subject to any document executed within one month on or before the date of the Land Search provided that such document is registered within the one month’s period mentioned in the LRO;
 9.1.23.we have not carried out any site inspection of the Properties for the purpose of verifying the actual user of the Properties. The actual user of the Properties as stated is based upon the information as supplied by the Companies;
 9.1.24.we have not inspected the Properties, neither have we made any enquiries with respect to physical state and condition of the Properties. We are not in a position to check if there is any illegal or unauthorized partitioning or division of the Properties, or any illegal or unauthorized structure, addition or alteration in or at or to the Properties. We are not in a position to check or verify the area and/or boundary of the Properties;
 9.1.25.to the extent that this opinion contains or refers to reports, opinions or memoranda from any other person, that person remains wholly and exclusively responsible for their contents and we have not carried out any independent verifications of their contents;
 9.1.26.this opinion is limited to Hong Kong law as in force and applied by the Hong Kong court as at the date of this opinion;

 

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 9.1.27.the payment by the Companies of any dividends that it has declared may be prevented, and the priority of such payment may be limited, by bankruptcy, insolvency, liquidation, reorganisation, moratorium, reconstruction or similar laws, rules or regulations affecting creditors’ rights generally or by prescription or lapse of time;
 9.1.28.the Searches are not capable of revealing whether or not a petition has been presented for the winding up of the Companies. Moreover, notice of a winding up order made or a winding up resolution passed or a receiver appointed may not be filed at the Hong Kong Companies Registry or the Official Receiver’s Office of Hong Kong, immediately and, generally, the records of the Hong Kong Companies Registry and the Official Receiver’s Office of Hong Kong, which are available for searching may not be complete or up-to-date. In addition, certain types of proceedings such as (but without limitation) applications for injunctive relief may be commenced without filings being recorded and any action commenced in the District Court of Hong Kong or before any tribunal in Hong Kong is not recorded in the records of the High Court of Hong Kong; and

 

 9.1.29.the Litigation Searches are not capable of covering definitively all the civil and criminal records.

 

10.GOVERNING LAW

This opinion shall be governed by and construed in accordance with the laws of Hong Kong.

 

11.DISCLOSURE

This opinion is addressed to you for your own use solely for the purpose stated at the beginning of this opinion. Without our prior written consent, this opinion may not be:

 

(i)relied upon by you for any other purposes;
(ii)relied upon by any other person or entity for any purpose; or
(iii)copied, reproduced, quoted, referred to, disseminated or made available to any other person or entity, other than to any governmental authority having regulatory jurisdiction over you or the legal adviser to the addressee above or pursuant to an order or legal process of any court or governmental authority of competent jurisdiction.

 

In connection with the above opinion, we hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement and to the reference to our firm in the registration statement on Form F-1 of the Company , including all amendments or supplements thereto, and accompanying prospectus filed with the Securities and Exchange Commission under the headings “Prospectus Summary”, “Risk Relating to our Business”, “Enforceability of Civil Liabilities”, “Business”, “Material Tax Considerations”, “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

 

Yours faithfully,

 

/s/ Robertsons 

Robertsons

 

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APPENDIX – LIST OF DOCUMENTS REVIEWED

 

  A.Organic Gardens International Limited 慈康農圃(國際)有限公司

 

  No.   Document   Date of Document
  1.   Certificate of Incorporation   3.3.1999
(filing date)
  2.   Certificate of Continuing Registration   25.07.2023
  3.   Articles of Association   3.3.1999
(filing date)
  4.   Register of Directors   N/A
  5.   Register of Members   N/A
  6.   Register of Secretaries   N/A
  7.   Register of Transfers   N/A
  8.   Significant Controllers Register   N/A
  9.   Annual Return (NAR1)   30.3.2023
(filing date)
  10.   Annual Return (NAR1)   8.3.2022
(filing date)
  11.   Annual Return (NAR1)   3.3.2021
(filing date)
  12.   Notice of change of address of registered office (NR1)   18.11.2021
(filing date)
  13.   Index of Business Registration Certificates (Please refer to Schedule 1 below.)   N/A
  14.   Index of Licences, Permits and Registrations (Please refer to Schedule 2 below.)   N/A
  15.   Mandatory Provident Fund participation certificate   7.1.2015
  16.   Document index (downloaded from the Cyber Search Centre of the Integrated Companies Registry Information System)   N/A
  17.   Leases / licence agreements / letters of renewal of licence agreement for the properties (Please refer to Schedule 3 below.)   N/A
  18.   List of products sold by Organic Gardens during the Track Record Period   N/A
  19.   Email confirmation from BOCI-Prudential Asset Management Limited in respect of Organic Gardens   08.04.2022
  20.   Minutes of the extraordinary general meeting of the directors resolving the removal and appointment of auditors   03.05.2021
  21.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2020 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   31.07.2021
  22.   Minutes of the extraordinary general meeting of directors resolving the change of registered office address   15.11.2021
  23.   Written resolutions of the directors resolving that the distribution of interim dividend of HK$8,000,000 for the year ended 31 December 2020   27.06.2022
  24.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2021 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   15.08.2022
  25.   Index of Insurance policy schedules (Please refer to Schedule 4 below.)   N/A
  26.   Employment Contract for Deputy General Manager   16.07.2018
  27.   Tax return for year of assessment of 2021/22   18.08.2022
(submission date)
  28.   Tax return for year of assessment of 2020/21   16.08.2021 (submission date)
  29.   Reports from the Searches   N/A

 

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  B.Greendotdot.com Limited 點點綠有限公司

 

  No.   Document   Date of Document
  1.   Certificate of Incorporation  

14.4.2000

(filing date)

  2.   Certificate of Continuing Registration   25.07.2023
  3.   Articles of Association  

14.4.2000

(filing date)

  4.   Register of Directors   N/A
  5.   Register of Members   N/A
  6.   Register of Secretaries   N/A
  7.   Register of Transfers   N/A
  8.   Significant Controllers Register   N/A
  9.   Annual Return (NAR1)  

21.4.2023

(filing date)

  10.   Annual Return (NAR1)  

14.4.2022

(filing date)

  11.   Annual Return (NAR1)  

27.4.2021

(filing date)

  12.   Notice of change of address of registered office (NR1)  

18.11.2021

(filing date)

  13.   Index of Business Registration Certificates (Please refer to Schedule 1 below.)   N/A
  14.   Index of Licences, Permits and Registrations (Please refer to Schedule 2 below.)   N/A
  15.   Mandatory Provident Fund participation certificate   7.1.2015
  16.   Document index (downloaded from the Cyber Search Centre of the Integrated Companies Registry Information System)   N/A
  17.   Leases / licence agreements / letters of renewal of licence agreement for the properties (Please refer to Schedule 3 below.)   N/A
  18.   List of products sold by GDD HK during the Track Record Period   N/A
  19.   Email confirmation from BOCI-Prudential Asset Management Limited in respect of GDD HK   08.04.2022
  20.   Minutes of the extraordinary general meeting of the directors resolving the removal and appointment of auditors   03.05.2021

 

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  21.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2020 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   31.07.2021
  22.   Minutes of the extraordinary general meeting of directors resolving the change of registered office address   15.11.2021
  23.   Written resolutions of the directors resolving that the distribution of interim dividend of HK$14,000,000 for the year ended 31 December 2020   27.06.2022
  24.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2021 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   15.09.2022
  25.   Index of Insurance policy schedules (Please refer to Schedule 4 below.)   N/A
  26.   Employment Contract for Shop Assistant   24.09.2020
  27.   Employment Contract for Part-time Shop Assistant   21.07.2021
  28.   Employment Contract for Part-time Promoter   13.12.2021
  29.   Employment Contract for Graphic Designer   30.11.2020
  30.   Tax return for year of assessment of 2021/22  

22.08.2022

(submission date)

  31.   Tax return for year of assessment of 2020/21  

16.08.2021

(submission date)

  32.   Reports from the Searches   N/A

 

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C.Linden Tree Consultancy Limited 菩提樹顧問有限公司

 

  No.   Document   Date of Document
  1.   Certificate of Incorporation  

20.5.2013

(filing date)

  2.   Certificate of Continuing Registration   25.07.2023
  3.   Articles of Association  

20.5.2013

(filing date)

  4.   Register of Directors   N/A
  5.   Register of Members   N/A
  6.   Register of Secretaries   N/A
  7.   Register of Transfers   N/A
  8.   Significant Controllers Register   N/A
  9.   Annual Return (NAR1)  

25.5.2023

(filing date)

  10.   Annual Return (NAR1)  

20.5.2022

(filing date)

  11.   Annual Return (NAR1)  

26.5.2021

(filing date)

  12.   Notice of change of address of registered office (NR1)  

18.11.2021

(filing date)

  13.   Index of Business Registration Certificates (Please refer to Schedule 1 below.)   N/A
  14.   Minutes of the extraordinary general meeting of the directors resolving the removal and appointment of auditors   03.05.2021
  15.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2020 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   31.07.2021
  16.   Minutes of the extraordinary general meeting of directors resolving the change of registered office address   15.11.2021
  17.   Minutes of the board meeting resolving that the report of director(s) and audited accounts of 2021 be tabled for presentation at the Board and the audited financial statements and director(s) report be approved   15.09.2022
  18.   Tax return for year of assessment of 2021/22  

18.08.2022

(submission date)

  19.   Tax return for year of assessment of 2020/21  

16.08.2021

(submission date)

  20.   Reports from the Searches   N/A

 

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Schedule 1 – Index of Business Registration Certificates

 

Organic Gardens International Limited

 

Business registration certificates during the Track Record Period are as follows:

 

  Business Name   Address   Effective Period
 

Organic Gardens International Limited

 

Branch name: Organic Gardens International

Limited

   Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT   3 March 2023 to 2 March 2024
      3 March 2022 to 2 March 2023
      3 March 2021 to 2 March 2022
      3 March 2020 to 2 March 2021
    Flat C,D,F,G,N,J, Blk 2, 4/F, Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT   3 March 2023 to 2 March 2024
      3 March 2022 to 2 March 2023
      3 March 2021 to 2 March 2022
      3 March 2020 to 2 March 2021
  Organic Gardens International Limited   Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT   3 March 2023 to 2 March 2024
      3 March 2022 to 2 March 2023
      3 March 2021 to 2 March 2022
    Flat/Rm 3911, 39/F, Tower 2 Metroplaza, 223 Hing Fong Road, Kwai Chung, NT   3 March 2021 to 2 March 2022
      3 March 2020 to 2 March 2021

 

Page | 45

 

 

 

Greendotdot.com Limited

 

Business registration certificates during the Track Record Period are as follows:

 

  Business Name   Address   Effective Period
 

GREENDOTDOT.COM Limited

 

Branch name: GREENDOTDOT

   Shop No.ADM29, Admiralty Station, Admiralty, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No. CEN E13, Central Station, Central, HK   14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Kiosk 11, Fortress Hill MTR Station, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop Unit 160 Paradise Mall, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Concession HOK 23B at MTR Hong Kong Station, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Flat/Rm KOB12, Kowloon Bay Station, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    KWT No.12, Kwun Tong MTR Station, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No MEF6, Mei Foo MTR Station, Lai Chi Kok, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    2/F, Shop No.265A&B, Ma On Shan Plaza, No 608 Sai Sha Road, Ma On Shan, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No.106, Level 1, New Jade Shopping Arcade, Chai Wan, HK   14 April 2020 to 13 April 2021

 

Page | 46

 

 

 

      Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No PRE20, Prince Edward MTR Station, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No.SSP 14, Sham Shui Po Station, Sham Shui Po, KL   14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No.SYP2 at Sai Ying Pun Station, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    G/F, Fat Cheong Building, 63 Electric Road, North Point, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No TUM23, Tuen Mun Station, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No. TSW9, Tsuen Wan Station, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No TSY307, Tsing Yi Station, Tsing Yi, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No 8, Yuen Long Station, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Shop No. YMT22, Yau Ma Tei MTR Station, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      28 October 2020 to 13 April 2021

 

Page | 47

 

 

 

      Concession TUC 8 at MTR Tung Chung Station, Tung Chung Lantau Island, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      12 October 2020 to 13 April 2021
   

Basement 1-6, Wing On Kowloon Centre, 345 Nathan Road, Kowloon

（九龍彌敦道345號永安九龍中心地庫1樓至6樓）

   14 April 2022 to 13 April 2023
    B/F & 2/F, 211 Des Voeux Rd, Central, HK   14 April 2022 to 13 April 2023
 

GREENDOTDOT.COM Limited

 

Branch name: GREEN DOT DOT

 

   HAH16, Hang Hau Station, Hang Hau, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Kiosk No.KOT 4 at MTR Kowloon Tong Station, Kowloon Tong, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      28 December 2020 to 13 April 2021
    Flat/Rm DIH13, Diamond Hill Station, KL   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
 

GREENDOTDOT.COM Limited

 

Branch name: GREENDOTDOT.COM

LIMITED

  

Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT

Nature of Business: E-business & General trading

   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
   

Flat 02, 04/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT

Nature of Business: Factory and Warehouse

   14 April 2023 to 13 April 2024
    Flat C,D,F,G,N,J, Blk 2, 4/F., Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
  GREENDOTDOT.COM Limited   Flat/Rm 3911, 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, NT   14 April 2021 to 13 April 2022
      14 April 2020 to 13 April 2021
    Flat 402-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT   14 April 2023 to 13 April 2024
      14 April 2022 to 13 April 2023
      14 April 2021 to 13 April 2022

 

Page | 48

 

 

 

Linden Tree Consultancy Limited

 

Business registration certificates during the Track Record Period are as follows:

 

  Business Name   Address   Effective Period
 

Linden Tree Consultancy Limited

 

   Flat 2-3, 4/F, Join-In Hang Sing Ctr, 2-16 Kwai Fung Crescent, Kwai Chung, NT   20 May 2023 to 19 May 2024
      20 May 2022 to 19 May 2023
      20 May 2021 to 19 May 2022
      20 May 2020 to 19 May 2021

 

Page | 49

 

 

 

Schedule 2 – Index of Licences, Permits and Registrations

 

Organic Gardens International Limited

 

The following are licences, permits and registrations during the Track Record Period:

 

i.Food Safety Ordinance (Cap. 612)

 

  Licence / Permit / Registration   Address   Effective Period
  Registration of Food Importer / Distributor   Room 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung   1 February 2021 to 31 January 2024
      Crescent, Kwai Chung N.T.   1 February 2018 to 31 January 2021

 

ii.Public Health and Municipal Services Ordinance (Cap. 132)

 

  Licence / Permit / Registration   Address   Effective Period
 

Food Factory Licence

174.10 sqm

   Flat F-G, 4/F., Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, New Territories   25 January 2023 to 24 January 2024
      25 January 2022 to 24 January 2023
      25 January 2021 to 24 January 2022
      25 January 2020 to 24 January 2021

 

iii.Chinese Medicine Ordinance (Cap. 549)

 

  Licence / Permit / Registration   Address   Effective Period
  Retailer Licence in Chinese Herbal Medicines  

Flat/Rm 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, NT

 

Flat F, G and J, 4/F., Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, NT(Warehouse)

   23 September 2021 to 22 September 2023
      23 September 2019 to 22 September 2021
  Wholesaler Licence in Chinese Herbal Medicines  

Flat 2-3, 4/F., Join-In Hang Sing Ctr, 2-16 Kwai Fung Crescent, Kwai Chung, NT

 

Flat F, G and J, 4/F, Block 2, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, NT(Warehouse)

   23 September 2021 to 22 September 2023
      23 September 2019 to 22 September 2021

 

Page | 50

 

 

 

Greendotdot.com Limited

 

The following are licences, permits and registrations during the Track Record Period:

 

i.Food Safety Ordinance (Cap. 612)

 

  Licence / Permit / Registration   Address   Effective Period
  Registration of Food Importer / Distributor   Flat 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung N.T.   1 February 2021 to 31 January 2024
      1 February 2018 to 31 January 2021

 

Page | 51

 

 

 

ii.Chinese Medicine Ordinance (Cap. 549)

 

  Licence / Permit / Registration   Addresss   Effective Period
 

Retailer Licence in Chinese Herbal Medicines

展銷

   Flat J, 4/F., Blk 2, Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT   22 November 2021 to 21 November 2023
 

Retailer Licence in Chinese Herbal Medicines

 

   Shop No. ADM29, Admiralty Station, Admiralty, HK   11 July 2022 to 10 July 2024
      11 July 2020 to 10 July 2022
    Shop No. CEN E13, Central Station, Central, Hong Kong   3 September 2018 to 2 September 2020
    Flat/Rm DIH13, Diamond Hill Station, Kln   31 December 2022 to 30 December 2024
      31 December 2020 to 30 December 2022
    Kiosk 11, Fortress Hill MTR Station, Hong Kong   31 December 2022 to 30 December 2024
      31 December 2020 to 30 December 2022
    Shop Unit 160, Paradise Mall, Hong Kong   31 December 2022 to 30 December 2024
      31 December 2020 to 30 December 2022
    HAH16, Hang Hau Station, Hang Hau, N.T.   8 May 2023 to 7 May 2025
      8 May 2021 to 7 May 2023
      8 May 2019 to 7 May 2021
    Concession HOK 23B at MTR Hong Kong Station, Hong Kong   24 November 2022 to 23 November 2024
      24 November 2020 to 23 November 2022
    Flat/Rm KOB12, Kowloon Bay MTR Station, Kowloon   24 November 2022 to 23 November 2024
      24 November 2020 to 23 November 2022
    Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK   4 January 2023 to 3 January 2025
      4 January 2021 to 3 January 2023
    Kiosk No. KOT 4 at MTR Kowloon Town Station, Kowloon Tong, Kln   12 April 2023 to 11 April 2025
      12 April 2021 to 11 April 2023
    KWT No. 12, Kwun Tong MTR Station, Kowloon   15 December 2022 to 14 December 2024
      15 December 2020 to 14 December 2022
    Shop No MEF6, Mei Foo MTR Station, Lai Chi Kok, Kowloon   15 December 2022 to 14 December 2024
      15 December 2020 to 14 December 2022
    Shop No. 265A&B, 2/F, Ma On Shan Plaza, No. 608 Sai Sha Road, Ma On Shan, NT   31 December 2022 to 30 December 2024
      31 December 2020 to 30 December 2022
    Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Kowloon   31 December 2022 to 30 December 2024
      31 December 2020 to 30 December 2022
    Shop No PRE20, Prince Edward MTR Station, Kowloon   24 November 2022 to 23 November 2024
      24 November 2020 to 23 November 2022
    Shop No. SSP14, Sham Shui Po Station, Sham Shui Po, Kowloon   3 November 2020 to 2 November 2022

 

 

Page | 52

 

 

 

      Shop No.SYP2 at Sai Ying Pun Station, Hong Kong   4 September 2021 to 3 September 2023
      4 September 2019 to 3 September 2021
    G/F, Fat Cheong Bldg, 63 Electric Road, North Point, Hong Kong   15 September 2022 to 14 September 2024
      15 September 2020 to 14 September 2022
    Shop No TUM23, Tuen Mun Station, N.T.   24 November 2022 to 23 November 2024
      24 November 2020 to 23 November 2022
    Concession TUC 8 at MTR Tung Chung Station, Tung Chung, Lantau Island, NT   25 January 2023 to 24 January 2025
      25 January 2021 to 24 January 2023
    Shop No. TSW 9, Tsuen Wan MTR Station, N.T.   16 February 2022 to 15 February 2024
      16 February 2020 to 15 February 2022
    Shop No TSY307, Tsing Yi Station, Tsing Yi, N.T.   24 November 2022 to 23 November 2024
      24 November 2020 to 23 November 2022
    Shop No 8, Yuen Long Station, N.T.   15 December 2022 to 14 December 2024
      15 December 2020 to 14 December 2022
    Shop No. YMT22, Yau Ma Tei MTR Station, Kowloon   13 November 2021 to 12 November 2023
      13 November 2019 to 12 November 2021
    Flat J, 4/F., Blk 2, Wah Fung Ind Ctr, 33-39 Kwai Fung Crescent, Kwai Chung, NT   28 May 2022 to 27 May 2024
      28 May 2020 to 27 May 2022

 

Page | 53

 

 

 

iii.Public Health and Municipal Services Ordinance (Cap. 132)

 

  Licence / Permit / Registration   Address   Effective Period
 

Milk Permit

 

   Shop No. ADM29, Admiralty Station, Admiralty, Hong Kong   21 November 2022 to 20 November 2023
    Concession KET 7 at MTR Kennedy Town Station, Hong Kong   4 January 2023 to 3 January 2024
      4 January 2022 to 3 January 2023
    Shop MEF6, Mei Foo MTR Station, Mei Foo, Kowloon   23 December 2022 to 22 December 2023
      23 December 2021 to 22 December 2022
    Shop PRE20, Prince Edward MTR Station, Prince Edward, Kowloon   6 January 2023 to 5 January 2024
      6 January 2022 to 5 January 2023
    Shop No.SYP2 at Sai Ying Pun Station, Hong Kong   4 January 2023 to 3 January 2024
      4 January 2022 to 3 January 2023
    Shop B, G/F., Fat Cheong Building, 63 Electric Road, North Point, Hong Kong   4 January 2023 to 3 January 2024
      4 January 2022 to 3 January 2023
    Concession TUC 8, MTR Tung Chung Station, Tung Chung, Lantau Island, Hong Kong   12 October 2022 to 11 October 2023
      12 October 2021 to 11 October 2022
    Shop No. TSW 9, Tsuen Wan MTR Station, Tsuen Wan, New Territories   11 January 2023 to 10 January 2024
      11 January 2022 to 10 January 2023
    Shop KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kowloon   13 January 2023 to 12 January 2024
      13 January 2022 to 12 January 2023
    TSY 307, Tsing Yi Station, Tsing Yi, New Territories   14 January 2023 to 13 January 2024
      14 January 2022 to 13 January 2023
    Shop 265A &B, 2/F, Ma On Shan Plaza, 608 Sai Sha Road, Ma On Shan, Sha Tin, New Territories   30 March 2023 to 29 March 2024
      30 March 2022 to 29 March 2023
    KOT 4, MTR Kowloon Tong Station, Kowloon   13 July 2023 to 12 July 2024
      13 July 2022 to 12 July 2023
    Shop No. 8, Yuen Long Station, Yuen Long, New Territories   28 April 2023 to 27 April 2024
    DIH 13, Diamond Hill Station, Wong Tai Sin, Kowloon   13 May 2023 to 12 May 2024
      13 May 2022 to 12 May 2023
    Kiosk 11, Fortress Hill MTR Station, Fortress Hill, HK   15 September 2023 to 14 September 2024
15 September 2022 to 14 September 2023
    Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK   11 August 2023 to 10 August 2024
      11 August 2022 to 10 August 2023
    HAH16, Hang Hau Station, Hang Hau, N.T.   19 October 2022 to 18 October 2023
    Concession HOK 23B at MTR Hong Kong Station, Hong Kong   19 October 2022 to 18 October 2023
      Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Kowloon   16 August 2023 to 15 August 2024
      16 August 2022 to 15 August 2023
    TUM23, Tuen Mun Station, Tuen Mun, New Territories   7 September 2022 to 6 September 2023
    Shop YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kowloon   12 August 2023 to 11 August 2024
      12 August 2022 to 11 August 2023

 

Page | 54

 

 

 

iv.Public Health and Municipal Services Ordinance (Cap. 132)

 

  Licence / Permit / Registration   Address   Effective Period
 

Frozen Confections Permit (other than soft ice-cream)

 

   Shop No. ADM29, Admiralty Station, Admiralty, Hong Kong   21 November 2022 to 20 November 2023
    Shop MEF6, Mei Foo MTR Station, Mei Foo, Kowloon   23 December 2022 to 22 December 2023
      23 December 2021 to 22 December 2022
    Shop 265 A & B, 2/F, Ma On Shan Plaza, 608 Sai Sha Road, Ma On Shan, Sha Tin, New Territories   28 August 2022 to 27 August 2023
      28 August 2021 to 27 August 2022
      28 August 2020 to 27 August 2021
    Shop PRE 20, Prince Edward MTR Station, Prince Edward, Kowloon   6 January 2023 to 5 January 2024
      6 January 2022 to 5 January 2023
    Shop B, G/F., Fat Cheong Building, 63 Electric Road, North Point, Hong Kong   8 September 2022 to 7 September 2023
      8 September 2021 to 7 September 2022
      8 September 2020 to 7 September 2021
    Concession TUC 8, MTR Tung Chung Station, Tung Chung, Lantau Island, Hong Kong   12 October 2022 to 11 October 2023
      12 October 2021 to 11 October 2022
    Shop No. TSY307, Tsing Yi Station, Tsing Yi, New Territories   25 September 2022 to 24 September 2023
      25 September 2021 to 24 September 2022
      25 September 2020 to 24 September 2021
    KOT 4, MTR Kowloon Tong Station, Kowloon   11 April 2023 to 10 April 2024
    Shop No. 8, Yuen Long Station, Yuen Long, New Territories   28 April 2023 to 27 April 2024
    DIH 13, Diamond Hill Station, Wong Tai Sin, Kowloon   13 May 2023 to 12 May 2024
      13 May 2022 to 12 May 2023
    Kiosk 11, Fortress Hill MTR Station, Fortress Hill, HK   16 September 2023 to 15 September 2024
16 September 2022 to 15 September 2023
    Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK   11 August 2023 to 10 August 2024
11 August 2022 to 10 August 2023
    Shop HAH 16, Hang Hau Station, Hang Hau, Tseung Kwan O, Sai Kung, New Territories   19 October 2022 to 18 October 2023
    Concession HOK 23B at MTR Hong Kong Station, Hong Kong   16 September 2022 to 15 September 2023
    Concession KET 7 at MTR Kennedy Town Station, Hong Kong   22 November 2022 to 21 November 2023
    Shop KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kowloon   22 November 2022 to 21 November 2023
    Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Kowloon   16 August 2023 to 15 August 2024
      16 August 2022 to 15 August 2023
    TUM23, Tuen Mun Station, Tuen Mun, New Territories   7 September 2022 to 6 September 2023
    Shop No. TSW 9, Tsuen Wan MTR Station, Tsuen Wan, New Territories   13 October 2022 to 12 October 2023
    Shop YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kowloon   12 August 2023 to 11 August 2024
      12 August 2022 to 11 August 2023

 

Page | 55

 

 

 

v.Public Health and Municipal Services Ordinance (Cap. 132)

 

  Licence / Permit / Registration   Address   Effective Period
 

Restricted Food Permit

 

(Online Sale of Prepackaged

Frozen Fish via website

http://www.greendotdot.com)

   Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories   18 October 2022 to 17 October 2023
    Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   28 April 2022 to 27 April 2023
      28 April 2021 to 27 April 2022
      28 April 2020 to 27 April 2021
 

Restricted Food Permit

 

(Online Sale of Prepackaged Frozen Meat(Frozen : Beef, Pork, Mutton ) via website

http://www.greendotdot.com)

   Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories   18 October 2022 to 17 October 2023
    Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   9 August 2021 to 8 August 2022
      9 August 2020 to 8 August 2021
 

Restricted Food Permit

 

(Online Sale of Prepackaged

Frozen Poultry via website http://www.greendotdot.com)

   Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories   18 October 2022 to 17 October 2023
    Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   28 April 2022 to 27 April 2023
      28 April 2021 to 27 April 2022
      28 April 2020 to 27 April 2021
 

Restricted Food Permit

 

(Online Sale of Prepackaged

Frozen Shell Fish via website http://www.greendotdot.com)

   Flat 402-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories   18 October 2022 to 17 October 2023
    Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   9 August 2021 to 8 August 2022
      9 August 2020 to 8 August 2021
 

Restricted Food Permit

 

(Online Sale of Prepackaged Oysters to be Eaten in Raw

State via website http://www.greendotdot.com)

   Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   9 August 2021 to 8 August 2022
      9 August 2020 to 8 August 2021
 

Restricted Food Permit

 

(Online Sale of Prepackaged

Sashimi via website http://www.greendotdot.com)

   Room 3911 (Portion), 39/F, Tower 2, Metroplaza, 223 Hing Fong Road, Kwai Chung, New Territories   9 August 2021 to 8 August 2022
      9 August 2020 to 8 August 2021

Page | 56

 

 

 

vi.Pharmacy and Poisons Ordinance (Cap. 138)

 

  Licence / Permit / Registration   Address   Effective Period
  Licence for Listed Sellers of Poisons   Shop No. ADM29, Admiralty Station, Admiralty, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. CEN E13, Central Station, Central, Hong Kong   1 January 2021 to 31 December 2021
    Flat/Rm DIH13, Diamond Hill Station, Diamond Hill, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Kiosk 11, Fortress Hill MTR Station, Fortress Hill, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop Unit 160, Paradise Mall, Heng Fa Chuen, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    HAH16, Hang Hau Station, Hang Hau, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Concession HOK 23B at MTR Hong Kong Station, Central, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Flat/Rm KOB12, Kowloon Bay MTR Station, Kowloon Bay, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Concession KET 7 at MTR Kennedy Town Station, Kennedy Town, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Kiosk No.KOT 4 at MTR Kowloon Town Station, Kowloon Tong, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    KWT No. 12, Kwun Tong MTR Station, Kwun Tong, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No MEF6, Mei Foo MTR Station, Lai Chi Kok, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. 265A & B, 2/F, Ma On Shan Plaza, No 608 Sai Sha Road, Ma On Shan, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021

 

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      Shop K01, Upper Ground Floor, Olympian City One, 11 Hoi Fai Road, West Kowloon, Tai Kok Tsui, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No PRE20, Prince Edward MTR Station, Mongkok, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. SSP14, Sham Shui Po Station, Sham Shui Po, Kln   1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. SYP2 at Sai Ying Pun Station, Sai Ying Pun, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    G/F, Fat Cheong Bldg, 63 Electric Road, North Point, HK   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No TUM23, Tuen Mun Station, Tuen Mun, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Concession TUC 8 at MTR Tung Chung Station, Tung Chung, Lantau Island, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. TSW 9, Tsuen Wan MTR Station, Tsuen Wan, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No TSY307, Tsing Yi Station, Tsing Yi, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No 8, Yuen Long Station, Yuen Long, NT   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. YMT22, Yau Ma Tei MTR Station, Yau Ma Tei, Kln   1 January 2023 to 31 December 2023
      1 January 2022 to 31 December 2022
      1 January 2021 to 31 December 2021
    Shop No. CEN E13, Central Station, Central, HK   1 January 2021 to 31 December 2021

 

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Schedule 3 – Index of Properties

 

The following are tenancy agreements, licence agreements or letters of renewal of licence agreement during the Track Record Period:

 

  No.   Property   Usage   Term
  1.   Part of Shop B (No. 63 Electric Road) on G/F Fat Cheong Bldg, Nos 63-81 Electric Road, No. 1B Lau Li Street, No. 2B Tsing Fung Street, Hong Kong   Retail  

1 March 2021 to 28 February 2024

1 March 2018 to 28 February 2021

  2.   Concession HOK 23B at Hong Kong Station   Retail  

22 April 2023 to 21 April 2026

22 April 2020 to 21 April 2023

  3.   Shop Unit 160 of First Floor, Paradise Mall   Retail  

1 March 2021 to 29 February 2024

1 March 2018 to 28 February 2021

  4.   Kiosk FOH 11 at Fortress Hill Station   Retail  

13 August 2023 to 12 August 2026

13 August 2020 to 12 August 2023

  5.   Kiosk ADM 29 at Admiralty Station   Retail  

24 April 2021 to 23 April 2024

24 April 2018 to 23 April 2021

  6.   Concession SYP 2 at Sai Ying Pun Station   Retail  

29 March 2021 to 28 March 2024

29 March 2018 to 28 March 2021

  7.   Kiosk No. PRE 20 at Prince Edward Station   Retail  

2 May 2021 to 1 May 2024

2 May 2018 to 1 May 2021

  8.   Kiosk No. MEF 6 at Mei Foo Station   Retail  

15 July 2023 to 14 July 2024

15 July 2022 to 14 July 2023

15 July 2020 to 14 July 2022

  9.   Shop No. K01 on Upper Ground Floor, Olympian City 1, 11 Hoi Fai Road, West Kowloon, Hong Kong   Retail  

16 June 2022 to 15 June 2025

16 June 2020 to 15 June 2022

  10.   Kiosk No. DIH 13 at Diamond Hill Station   Retail  

7 August 2023 to 6 August 2026

7 August 2020 to 6 August 2023

  11.   Kiosk No. KOB 12 at Kowloon Bay Station   Retail  

5 May 2022 to 4 May 2025

5 May 2019 to 4 May 2022

  12.   Concession TSY 307 at Tsing Yi Station   Retail  

16 October 2022 to 15 October 2025

16 October 2019 to 15 October 2022

  13.   Kiosk No. TSW 9 at Tsuen Wan Station   Retail  

30 May 2023 to 29 May 2026

30 November 2019 to 29 May 2023

  14.   Concession No. HAH 16 at Hang Hau Station   Retail   12 October 2020 to 11 October 2023
  15.   Shop No. YUL 8 at Yuen Long Station   Retail  

26 March 2022 to 25 March 2025

26 March 2019 to 25 March 2022

  16.   Shop No. TUM 23 at Tuen Mun Station   Retail  

1 March 2022 to 28 February 2025

1 March 2019 to 28 February 2022

  17.   Shop Nos. 265A & 265B on Level 2 of Ma On Shan Plaza erected on STTL No. 382 and known as Bayshore Towers & Ma On Shan Plaza   Retail  

1 May 2023 to 30 April 2025

1 May 2020 to 30 April 2023

 

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  18.   Concession TUC 8 at Tung Chung Station   Retail   12 October 2020 to 11 October 2023
  19.   Concession KET 7 at MTR Kennedy Town Station   Retail   28 October 2020 to 27 October 2023
  20.   Kiosk No. KOT4 at Kowloon Tong Station   Retail   28 December 2020 to 27 December 2023
  21.   Kiosk No. YMT 22 at Yau Ma Tei Station   Retail  

7 September 2021 to 6 September 2024

7 September 2018 to 6 September 2021

  22.   Kiosk No. KWT 12 at Kwun Tong Station   Retail  

14 December 2021 to 13 December 2024

14 December 2018 to 13 December 2021

  23.  

Flat 2-3, 4.F, Join-in Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong

(Organic Gardens International Limited)

   Warehouse and back office  

15 June 2023 to 14 June 2024

1 January 2023 to 31 December 2023

1 January 2022 to 31 December 2022

1 January 2021 to 31 December 2021

  24.  

Flat 2-3, 4.F, Join-in Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong

(Greendotdot.com Limited)

   Warehouse and back office  

1 January 2023 to 31 December 2023

1 January 2022 to 31 December 2022

1 January 2021 to 31 December 2021

  25.   4th Floor, Block 2, Block F, G, J & N, Wah Fung Industrial Centre, 33-39 Kwai Chung Crescent, Kwai Chung, New Territories, Hong Kong   Food factory  

1 January 2022 to 31 December 2022

1 January 2021 to 31 December 2021

  26.   4th Floor, Block 2, Block F, G, & J, Wah Fung Industrial Centre, 33-39 Kwai Chung Crescent, Kwai Chung, New Territories, Hong Kong   Food factory   1 January 2023 to 31 December 2023
  27.   Kiosk No. SSP 14 at Sham Shui Po Station   Retail   8 August 2019 to 7 August 2022
  28.   Kiosk CEN E13 at MTR Central Station   Retail   8 June 2018 to 7 June 2021

 

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Schedule 4 – Index of Insurance Policy Schedules

 

Organic Gardens International Limited

 

The following are insurance policy schedules during the Track Record Period:

 

  Business Name   Insurance Company   Policy No.   Effective Period
  Organic Gardens International Limited   Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-23-OS001870(04)  

1 April 2023 to

31 March 2024

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-22-OS001870(03)  

1 April 2022 to

31 March 2023

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-21-OS001870(02)  

1 April 2021 to

31 March 2022

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-20-OS001870(01)  

1 April 2020 to

31 March 2021

 

Greendotdot.com Limited

 

The following are insurance policy schedules during the Track Record Period:

 

  Business Name   Insurance Company   Policy No.   Effective Period
  Greendotdot.com Limited   Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-23-OS001869(04)  

1 April 2023 to

31 March 2024

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-22-OS001869(03)  

1 April 2022 to

31 March 2023

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-21-OS001869(02)  

1 April 2021 to

31 March 2022

    Blue Cross (Asia-Pacific) Insurance Limited – Businesssafe Insurance   OSS-20-OS001869(01)  

1 April 2020 to

31 March 2021

 

Page | 61