Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 and the nine (9)-month period ended 30 September 2016, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$523,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2017. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and Neptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 2014, 2015 and the nine (9)-month period from 1 January 2016 to 30 September 2016, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$151,000, HK$151,000 and HK$523,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptuniathrough, it among others, SMBIL, holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia Company. Accordingly, SMBIL is a connected person of the Company. AccordinglyCompany under the Listing Rules, and the licensing arrangement under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement constitutes a continuing connected transaction for the CompanyCompany under Chapter 14A of the Listing Rules. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx GroupGroup aside from the New SMBIL-SMBHK Trademark Licence Agreement, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and which include the SMBIL Sub-licence Agreement as detailed in and the 2007 AnnouncementSMBIL-SMGB Trademark Licence Agreement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licensing Licence Agreement, the Neptunia SMBIL Sub-licence Agreement and the SMBIL SubSMBIL-licence SMGB Trademark Licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including under the Trademark San Xxxxxx Group Licensing Agreement and the SMBIL Sub-licence Agreement) Arrangements and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 and the nine (9)-month period ended 30 September 2016, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$523,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia SubNew SMBIL-licence Agreement (as extended by the Extension Letter)SMBHK Trademark Licence Agreement, when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx GroupGroup under the San Xxxxxx Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the year ending 31 December 2017financial years during the remaining terms of the relevant license/sub-license agreements. Accordingly, the transactions under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and NeptuniaSMBIL. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned abovewith reference to the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties amounted to only approximately HK$1,041,000, HK$931,000 and HK$516,000 for the years ended 31 December 20142019, 2015 2020 and the nine (9)-month period from 1 January 2016 2021 to 30 September 20162021 respectively. Hence, as the territorial coverage, licensed trademarks, and rate and manner of computation of royalties payable to Neptunia under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those under the Neptunia Sub-licence Agreement amounted to only approximately HK$151,000(although the list of covered territories and licensed trademarks has been updated), HK$151,000 and HK$523,000 respectively. As the transaction amount under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, NeptuniaSMBIL, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 2016 and the nine (9)-month period ended 30 September 20162017, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 HK$157,000 and HK$523,000 HK$613,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20172018. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and Neptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20142015, 2015 2016 and the nine (9)-month period from 1 January 2016 2017 to 30 September 20162017, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$151,000, HK$151,000 HK$157,000 and HK$523,000 HK$128,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 2017 and the nine (9)-month period ended 30 September 20162018, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 HK$169,000 and HK$523,000 HK$121,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20172019. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and Neptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20142016, 2015 2017 and the nine (9)-month period from 1 January 2016 2018 to 30 September 20162018, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$151,000HK$157,000, HK$151,000 HK$169,000 and HK$523,000 HK$121,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 2014 and the nine (9)-month period ended 30 September 20162015, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$523,000 HK$781,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20172016. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and Neptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as As mentioned above, for the years ended 31 December 20142013, 2015 2014 and the nine (9)-month period from 1 January 2016 2015 to 30 September 20162015, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$151,000HK$129,000, HK$151,000 and HK$523,000 HK$109,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC SMC, an intermediate holding company of the Company, and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of the both the Company and Neptunia. Xx. Xxxxx X. Ang, none Ang (who has substantial interest in the shares of Top Frontier and SMC) did not attend the Directors abstained from voting meeting during which the vote on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement was taken. None of the Directors who were present in the said meeting abstained from voting on the Board resolution in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the said Board meeting.