LISTING RULES IMPLICATIONS As at the date of this announcement, BII HK held 1,157,634,900 shares in the Company, representing approximately 55.12% of the existing issued share capital of the Company. BII HK is a substantial shareholder of the Company and hence a connected person of the Company. BII is the sole beneficial shareholder of BII HK and BII Technical. Accordingly, BII Technical is an associate of BII and BII HK, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transaction contemplated under the Property C Tenancy Agreement constitutes continuing connected transaction for the Company under the Listing Rules. Reference is also made to the announcement of the Company dated 23 December 2019 in relation to, among others, the Property A Tenancy Agreement and the Property B Tenancy Agreement, pursuant to which each of BII Zhuoyue and ERG BJ agreed to lease Property A and Property B, respectively, from Beijing Metro Network. Beijing Metro Network is wholly owned by BII. Accordingly, Beijing Metro Network is an associate of BII and BII HK, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement constituted continuing connected transactions for the Company under the Listing Rules. As the applicable percentage ratios of the transaction contemplated under the Property C Tenancy Agreement, together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are more than 0.1% but less than 5%, the transactions contemplated under the Property C Tenancy Agreement, and together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are subject to the reporting, annual review and announcement requirements, and are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the date of this announcement, Xx. Xxxxx Xxxxxx, a non-executive Director and the chairman of the Board, was the chairman of the board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, was the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, was the assistant to general manager of BII and the general manager of the rail transit department of BII. Xx. Xxx Xxxxxx, a non-executive Director, was the board secretary and the general manager of the investment and development department of BII. BII Technical is a subsidiary of BII and is also the landlord in the transaction contemplated under the Property C Tenancy Agreement. Accordingly, each of Xx. Xxxxx Xxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx and Xx. Xxx Xxxxxx was considered to have a material interest in the transactions contemplated under the Property C Tenancy Agreement by virtue of their management position held in BII respectively and had abstained from voting on the board resolution(s) approving the transactions contemplated under the Property C Tenancy Agreement.
