Common use of APPLICATION FOR WAIVER Clause in Contracts

APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver exempting from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, Rules which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted]] us, a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions transaction described in “—— (B) Continuing Connected Transactions subject Transaction Subject to the Reporting, Annual Review and Announcement Requirements but exempt from Exempt From Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions transaction under the Listing Rules, which are is subject to the reporting, annual review and announcement requirements but exempt from independent shareholdersShareholders’ approval requirement of the Listing Rules. The transactions described in “—— (C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, Rules which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—— (B) Continuing Connected Transactions Transaction Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from From Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—— (C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers sought on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Independent Shareholders’ Approval Requirement”” in this section; and the announcement, circular announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The Since both the Tenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement were entered into between our Group and Xx. Xxxxx and the transactions described are similar in “—(B) Continuing Connected Transactions subject to nature, the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions contemplated under the Listing Rules, which are subject two agreements will be aggregated and treated as if they were one transaction pursuant to the reporting, annual review Rules 14A.82(1) and announcement requirements but exempt from independent shareholders’ approval requirement 14A.83 of the Listing Rules. The Accordingly, the annual caps in respect of transactions described in “—(C) Continuing Connected Transactions subject to contemplated under the ReportingTenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement are aggregated, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions such aggregated amount is used when calculating the relevant percentage ratios under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios under the Listing RulesRules in respect of the annual caps for the amounts payable by Xx. Xxxxx’x Companies to our Group under the Tenant Management Services Framework Agreement and the Commercial Property Operational Services Framework Agreement, which on an annual basis and as aggregated, is expected to be more than 5%, the transactions contemplated thereunder are subject to the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules. In respect of these the continuing connected transactionstransactions described in this section, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Non-exempt Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval RequirementsTransactions” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described Proposed Restructuring may lead to a general offer for all Shougang Resources Shares under the Takeovers Code unless otherwise waived by the Executive. As informed by Xxxx Xxxx, Xxxx Xxxx and Shougang Holding have applied to the Executive for a waiver to dispense with the obligation to make a mandatory general offer for Shougang Resources Shares not already owned or agreed to be acquired by them pursuant to Rule 26.1 of the Takeovers Code as a result of the Proposed Restructuring. The Proposed Restructuring is an arrangement between the Vendor (being an indirect shareholder of Shougang Resources) and Xxxx Xxxx (being a direct and indirect shareholder of Shougang Resources), which is not capable of being extended to all shareholders of Shougang Resources and takes place within the six-month period from the close of the Share Buy-back Offer. As such, the Proposed Restructuring may be considered by the Executive as a special deal falling within Rule 25 of the Takeovers Code. Following consultation with the Executive pursuant to the Takeovers Code, if necessary, an application will be made to the Executive for its ruling as to whether the Proposed Restructuring constitutes a special deal under Rule 25 of the Takeovers Code and if so, the Executive's consent thereto pursuant to Rule 25 of the Takeovers Code. As at the date of this announcement, the Executive has not granted any waiver or ruling pursuant to Rule 26.1 and Rule 25 of the Takeovers Code in “—respect of the Proposed Restructuring. In the event that Condition(s) (Biii) Continuing Connected Transactions or (iv), as applicable, as set out in the section headed "Conditions" in this announcement is/are not fulfilled, the parties to the Proposed Restructuring may negotiate for an alternative arrangement, subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under compliance with the Listing RulesRules and the Takeovers Code. IMPLICATIONS UNDER THE LISTING RULES As Xxxx Xxxx is indirectly wholly-owned by Shougang Group, which are subject the controlling shareholder of the Company, Xxxx Xxxx is a connected person of the Company pursuant to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement Rule 14A.07 of the Listing Rules. The transactions described As the highest applicable percentage ratio (calculated in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements accordance with Rule 14.07 of the Listing Rules. In ) in respect of these continuing connected transactionsthe Sale and Purchase Agreement and the transactions contemplated thereunder exceeds 75%, pursuant to Rule 14A.105 the Proposed Restructuring constitutes a very substantial disposal of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver exempting from strict compliance with the announcement requirement Company under Chapter 14A 14 of the Listing Rules in respect and a connected transaction of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements Company under Chapter 14A of the Listing Rules. If any The Proposed Restructuring is therefore subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules and the resolution(s) approving the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder will be voted on by the Independent Shareholders by poll at the GM. The Independent Board Committee comprising all independent non-executive Directors, namely Dr. Xxxx Xxx, Xx. Xxxx Fan Xxxxx Xxx, Xx. Xxxx Xxxxxx, Xx. Xxxxx Xxxxxxxx and Xx. Xxxx Xxxxxxxx has been formed to advise the Independent Shareholders on the Proposed Restructuring, the Sale and Purchase Agreement and the transactions contemplated thereunder. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Sale and Purchase Agreement and the transactions contemplated under thereunder are fair and reasonable so far as the agreements mentioned above Independent Shareholders are altered or if our Company enters into any new agreement with any connected person concerned and are in the future, we will fully comply with the relevant requirements under Chapter 14A interests of the Listing RulesCompany and the Shareholders as a whole. The GM will be convened for Shareholders to consider and, unless we apply for if thought fit, approve the Sale and separate waiver is obtained fromPurchase Agreement and the transactions contemplated thereunder. Only Independent Shareholders will be entitled to vote at the GM on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Shougang Group, Xxxx Xxxx and their respective associates, which together own and control approximately 35.95% of the Stock Exchangeissued Shares as at the date of this announcement, will be required to abstain from voting on the resolution to approve the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder.

APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Review, Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Review, Announcement Requirements but Exempt exempt from the Independent Shareholders’ Approval Requirement”; and the announcement, circular announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described Proposed Restructuring may lead to a general offer for all Shougang Resources Shares under the Takeovers Code unless otherwise waived by the Executive. As informed by Xxxx Xxxx, Xxxx Xxxx and Shougang Holding have applied to the Executive for a waiver to dispense with the obligation to make a mandatory general offer for Shougang Resources Shares not already owned or agreed to be acquired by them pursuant to Rule 26.1 of the Takeovers Code as a result of the Proposed Restructuring. The Proposed Restructuring is an arrangement between the Vendor (being an indirect shareholder of Shougang Resources) and Xxxx Xxxx (being a direct and indirect shareholder of Shougang Resources), which is not capable of being extended to all shareholders of Shougang Resources and takes place within the six-month period from the close of the Share Buy-back Offer. As such, the Proposed Restructuring may be considered by the Executive as a special deal falling within Rule 25 of the Takeovers Code. Following consultation with the Executive pursuant to the Takeovers Code, if necessary, an application will be made to the Executive for its ruling as to whether the Proposed Restructuring constitutes a special deal under Rule 25 of the Takeovers Code and if so, the Executive's consent thereto pursuant to Rule 25 of the Takeovers Code. As at the date of this announcement, the Executive has not granted any waiver or ruling pursuant to Rule 26.1 and Rule 25 of the Takeovers Code in “—respect of the Proposed Restructuring. In the event that Condition(s) (Biii) Continuing Connected Transactions or (iv), as applicable, as set out in the section headed "Conditions" in this announcement is/are not fulfilled, the parties to the Proposed Restructuring may negotiate for an alternative arrangement, subject to the Reporting, Annual Review and Announcement Requirements but exempt from Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under compliance with the Listing RulesRules and the Takeovers Code. IMPLICATIONS UNDER THE LISTING RULES As Xxxx Xxxx is indirectly wholly-owned by Shougang Group, which are subject the controlling shareholder of the Company, Xxxx Xxxx is a connected person of the Company pursuant to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement Rule 14A.07 of the Listing Rules. The transactions described As the highest applicable percentage ratio (calculated in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements accordance with Rule 14.07 of the Listing Rules. In ) in respect of these continuing connected transactionsthe Sale and Purchase Agreement and the transactions contemplated thereunder exceeds 75%, pursuant to Rule 14A.105 the Proposed Restructuring constitutes a very substantial disposal of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver exempting from strict compliance with the announcement requirement Company under Chapter 14A 14 of the Listing Rules in respect and a connected transaction of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements Company under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the futureThe Proposed Restructuring is therefore subject to reporting, we will fully comply with the relevant announcement and Independent Shareholders’ approval requirements under Chapter Chapters 14 and 14A of the Listing RulesRules and the resolution(s) approving the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder will be voted on by the Independent Shareholders by poll at the GM. The GM will be convened for Shareholders to consider and, unless we apply for if thought fit, approve the Sale and separate waiver is obtained fromPurchase Agreement and the transactions contemplated thereunder. Only Independent Shareholders will be entitled to vote at the GM on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Shougang Group, Xxxx Xxxx and their respective associates, which together own and control approximately 35.95% of the Stock Exchangeissued Shares as at the date of this announcement, will be required to abstain from voting on the resolution to approve the Sale and Purchase Agreement and the Proposed Restructuring contemplated thereunder.

APPLICATION FOR WAIVER. The transactions described in “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirement” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Circular and Independent Shareholders’ Approval Requirement”” in this section; and the announcement, circular announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions transaction described in “—— (B) Continuing Connected Transactions subject Transaction Subject to the Reporting, Annual Review and Announcement Requirements but exempt from Exempt From Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions transaction under the Listing Rules, which are is subject to the reporting, annual review and announcement requirements but exempt from independent shareholdersShareholders’ approval requirement of the Listing Rules. The transactions described in “—— (C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, Rules which are subject to the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—— (B) Continuing Connected Transactions Transaction Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from From Independent Shareholders’ Approval Requirement”; and the announcement, circular announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—— (C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The In respect of the transactions described in set out under the paragraph headed “—(B) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt Exempt from the Circular and the Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions under (“Partially-Exempt CCT”) and pursuant to Rule 14A.105 of the Listing Rules, which are subject to we have applied for[, and the reporting, annual review and Stock Exchange has granted,] a waiver exempting us from strict compliance with the announcement requirements but exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant annual caps stated above. The In respect of the transactions described in set out under the paragraph headed “—(C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement (“Non-Exempt CCTs”) and independent shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for[, and the Stock Exchange [has granted], ,] a waiver exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders’ Approval Requirement”; and the announcement, circular (including opinions from independent board committee and independent shareholdersfinancial advisor) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this sectionRules, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under Property Agency and Consultancy Services Framework Agreement, the agreements mentioned above Hotel Back-end Services Framework Agreement and the Property Management Services Framework Agreement are altered or if our Company enters into any new agreement agreements with any connected person persons in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The Pursuant to the Listing Rules, the transactions described in under the sub-section “—– (BC) Continuing Connected Transactions subject Subject to the Reporting, Annual Review and Announcement Requirements but exempt But Exempt from the Independent Shareholders’ Approval Requirement” in of this section constitutes constitute our continuing connected transactions under the Listing Rules, which that are exempt from independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of Chapter 14A of the Listing Rules. The Pursuant to the Listing Rules, the transactions described in under the sub-section “—– (CD) Continuing Connected Transactions subject Transaction Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in of this section constitute our continuing connected transactions under the Listing Rules, which are that shall be subject to the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements of Chapter 14A of the Listing Rules. In respect of these continuing connected transactions, pursuant to we have applied and the Hong Kong Stock Exchange [has granted] in accordance with Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction transactions as disclosed described in “—– (BC) Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but But Exempt from the Independent Shareholders’ Approval Requirement”” in this section; and (ii) the announcement, circular announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed described in “—– (CD) Continuing Connected Transactions Transaction Subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the abovementioned agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person persons in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Hong Kong Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(B) — Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementRequirements” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of under the Listing Rules. The transactions described in “—(C) — Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these such continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) — Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Circular and Independent Shareholders’ Approval Requirement”; Requirements” in this section, and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) — Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective proposed annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If In the event that any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.. Furthermore, in the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to above, we will take immediate steps to ensure compliance with such new requirements within reasonable time. DIRECTORS’ VIEW Our Directors (including our independent non-executive Directors) consider that all the continuing connected transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section have been and will be carried out (i) in the ordinary and usual course of our business; (ii) on normal commercial terms; and (iii) in accordance with the respective terms that are fair and reasonable and in the interests of our Company and our Shareholders as a whole. Our Directors (including our independent non-executive Directors) are also of the view that the proposed annual caps of the continuing connected transactions in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section are fair and reasonable and are in the interests of our Company and our Shareholders as a whole. JOINT SPONSORS’ VIEW The Joint Sponsors are of the view that (i) the continuing connected transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section have been and will be entered into in the ordinary and usual course of our business, on normal commercial terms, and are fair and reasonable and in the interests of our Company and our Shareholders as a whole; and (ii) the proposed annual caps of such continuing connected transactions are fair and reasonable and in the interests of our Company and our Shareholders as a whole. INTERNAL CONTROL MEASURES In order to further safeguard the interests of the Shareholders as a whole (including the minority Shareholders), our Group has implemented the following internal control measures in relation to the continuing connected transactions: • Our Group has approved internal guidelines which provide that the relevant staff shall report the proposed transactions to the head of the relevant business unit in order for our Company to commence the necessary additional assessment and approval procedures and ensure that we will comply with the applicable requirements under Chapter 14A of the Listing Rules; and • Our Company will provide information and supporting documents to the independent non-executive Directors and the auditors in order for them to conduct an annual review of the continuing connected transactions entered into by our

APPLICATION FOR WAIVER. The transactions described in “—(B) – Continuing Connected Transactions connected transactions subject to the Reportingreporting, Annual Review annual review and Announcement Requirements announcement requirements but exempt exempted from Independent Shareholdersthe independent shareholders’ Approval Requirementapproval requirement” in this section constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The transactions described in “—(C) – Continuing Connected Transactions connected transactions subject to the Reportingreporting, Annual Reviewannual review, Announcement announcement and Independent Shareholdersthe independent shareholders’ Approval Requirementsapproval requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In As these continuing connected transactions are expected to continue after the [REDACTED], our Company considers that strict compliance with the announcement and/or independent shareholders’ approval requirements, as applicable, would be impractical, unduly burdensome and would impose unnecessary administrative cost upon our Company. As such, in respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) – Continuing Connected Transactions Subject connected transactions subject to the Reportingreporting, Annual Review annual review and Announcement Requirements announcement requirements but Exempt exempted from Independent Shareholdersthe independent shareholders’ Approval Requirementapproval requirement”; and the announcement, circular announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) – Continuing Connected Transactions Subject connected transactions subject to the Reportingreporting, Annual Reviewannual review, Announcement announcement and Independent Shareholdersthe independent shareholders’ Approval Requirements” in this sectionapproval requirements”, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement and independent shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions transaction described in “—— (B) Continuing Connected Transactions subject Transaction Subject to the Reporting, Annual Review and Announcement Requirements but exempt from Exempt From Independent Shareholders’ Approval Requirement” in this section constitutes our continuing connected transactions transaction under the Listing Rules, which are is subject to the reporting, annual review and announcement requirements but exempt from independent shareholdersShareholders’ approval requirement of the Listing Rules. The transactions described in “—— (C) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, Rules which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting us from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—— (B) Continuing Connected Transactions Transaction Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from From Independent Shareholders’ Approval Requirement”; and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—— (C) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers sought on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in the paragraph headed “—(BA) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementRequirements” in this section above constitutes our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review and announcement requirements but exempt from the circular and independent shareholdersShareholders’ approval requirement requirements of the Listing Rules. The transactions described in the paragraph headed “—(CB) Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section above constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver exempting from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction transactions as disclosed in the paragraph headed “—(BA) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Circular and Independent Shareholders’ Approval Requirement”Requirements” above; and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in the paragraph headed “—(CB) Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this sectionabove, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such waivers sought on the strict compliance with the respective requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, unless we apply for and separate waiver is obtained from, the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(BA) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementRequirements” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of the Listing Rules. The transactions described in “—(CB) Continuing Connected Transactions Transaction subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(BA) Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Circular and Independent Shareholders’ Approval Requirement”Requirements” in this section; and (ii) the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(CB) Continuing Connected Transactions Subject Transaction subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters we enter into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.

APPLICATION FOR WAIVER. The transactions described in “—(B) — Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval RequirementRequirements” in this section constitutes constitute our continuing connected transactions under the Listing Rules, which are exempt from the circular and independent Shareholders’ approval requirements but subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirement of under the Listing Rules. The transactions described in “—(C) — Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section constitute our continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement announcement, circular and independent shareholdersShareholders’ approval requirements of the Listing Rules. In respect of these such continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, we have applied for, and the Stock Exchange [has granted], a waiver waivers exempting our Group from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transaction as disclosed in “—(B) — Continuing Connected Transactions Subject subject to the Reporting, Annual Review and Announcement Requirements but Exempt exempt from the Circular and Independent Shareholders’ Approval Requirement”; Requirements” in this section, and the announcement, circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “—(C) — Continuing Connected Transactions Subject subject to the Reporting, Annual Review, Announcement Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective proposed annual caps (as stated above). Apart from such the above waivers sought on the strict compliance with of the respective announcement, circular and independent Shareholders’ approval requirements, we will comply with the relevant requirements under Chapter 14A of the Listing Rules. If In the event that any of the terms of the transactions contemplated under the agreements mentioned above are altered or if our Company enters into any new agreement agreements with any connected person in the future, we will fully comply with the relevant requirements under Chapter 14A of the Listing Rules, Rules unless we apply for and obtain a separate waiver is obtained from, from the Stock Exchange.. Furthermore, in the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable as of the Latest Practicable Date on the continuing connected transactions referred to above, we will take immediate steps to ensure compliance with such new requirements within reasonable time. DIRECTORS’ VIEW Our Directors (including our independent non-executive Directors) consider that all the continuing connected transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section have been and will be carried out (i) in the ordinary and usual course of our business; (ii) on normal commercial terms; and (iii) in accordance with the respective terms that are fair and reasonable and in the interests of our Company and our Shareholders as a whole. Our Directors (including our independent non-executive Directors) are also of the view that the proposed annual caps of the continuing connected transactions in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section are fair and reasonable and are in the interests of our Company and our Shareholders as a whole. JOINT SPONSORS’ VIEW The Joint Sponsors are of the view that (i) the continuing connected transactions described in “— Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Circular and Independent Shareholders’ Approval Requirements” and “— Continuing Connected Transactions subject to the Reporting, Annual review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section have been and will be entered into in the ordinary and usual course of our business, on normal commercial terms, and are fair and reasonable and in the interests of our Company and our Shareholders as a whole; and (ii) the proposed annual caps of such continuing connected transactions are fair and reasonable and in the interests of our Company and our Shareholders as a whole. INTERNAL CONTROL MEASURES In order to further safeguard the interests of the Shareholders as a whole (including the minority Shareholders), our Group has implemented the following internal control measures in relation to the continuing connected transactions: • Our Group has approved internal guidelines which provide that the relevant staff shall report the proposed transactions to the head of the relevant business unit in order for our Company to commence the necessary additional assessment and approval procedures and ensure that we will comply with the applicable requirements under Chapter 14A of the Listing Rules; and