IMPLICATIONS UNDER THE LISTING RULES Well Harvest Winning is a non-wholly owned subsidiary of the Company and it is held as to 30% by Cita Mineral Investindo. As disclosed in the announcement of the Company dated 22 May 2019, as the relevant percentage ratios (as defined under Rule 14A.09 of the Listing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018, Well Harvest Winning ceased to be an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and therefore Cita Mineral Investindo could not meet the conditions for the exemption under Rule 14A.09 of the Listing Rules and became a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Bauxite Supply Agreement constituted continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Continuing Connected Transactions is more than 0.1% but less than 5%, the Continuing Connected Transactions are subject to the announcement, reporting and annual review requirements but exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors was required to abstain from voting on the relevant resolutions of the Board approving the Continuing Connected Transactions as none of them has any material interest in the Continuing Connected Transactions. The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and the terms of the Bauxite Supply Agreement (including the Annual Caps) have been negotiated on an arm’s length basis, and are on normal commercial terms and are fair and reasonable and in the interest of the Group and the Shareholders as a whole. In addition to the Bauxite Supply Agreement, Well Harvest Winning also entered into or will enter into, among others, a bauxite supply direct agreement, a sponsors support agreement, a security sharing and subordination agreement and a deed of pledge over shares with, among others, Cita Mineral Investindo as parts of the Financing Documents. The transactions under the aforesaid agreements or deed are exempted connected transactions of the Company under Chapter 14A of the Listing Rules as such transactions are either financial assistance received by the Group from Cita Mineral Investindo or without monetary consideration from Well Harvest Winning. Accordingly, such transactions are fully exempt from announcement, annual review, independent shareholders’ approval and all disclosure requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.87 and 14A.90 of the Listing Rules.
Insurance Benefits Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including reasonable attorneys' fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of a fire or other casualty affecting the Property or any part thereof) out of such Insurance Proceeds.