Common use of DESPATCH OF CIRCULAR Clause in Contracts

DESPATCH OF CIRCULAR. The EGM will be convened for the Shareholders to consider and, if thought fit, to approve the NFT Share Transfer Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of the NFT Acquisition, (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; (iv) the property valuation report; (v) the accountants’ report of Nanjing Fullshare Technology; and (vi) the notice of the EGM, will be despatched to the Shareholders of the Company on or before 31 December 2014. Since the NFT Completion is subject to the fulfillment and/or waiver (as the case may be) of the conditions under the NFT Share Transfer Agreement, the NFT Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. POSSIBLE FUTURE CONTINUING CONNECTED TRANSACTIONS Before the date of the NFT Share Transfer Agreement, Nanjing Fullshare Technology has already entered into the Possible CCT Agreements with the connected persons of the Company. As such, upon the NFT Completion, the Possible CCT Agreements and the transactions contemplated thereunder will constitute continuing connected transactions of the Company under the Listing Rules. Pursuant to Rule 14A.60 of the Listing Rules, the Company is required to comply with the annual review and disclosure requirements if the Group continues to conduct the transaction under the Possible CCT Agreements after the NFT Completion. When any of the Possible CCT Agreements is renewed or its terms are varied after the NFT Completion, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 5 November 2014 relating to the memorandum of understanding dated 5 November 2014 entered into among Xxxxxxx Xxxxxx, Jiangsu Fullshare Property, Nanjing Fullshare Holding and Xinmeng Asset in relation to the NFT Acquisition. The Board is pleased to announce that after the trading hours of the Stock Exchange on 8 December 2014, Xxxxxxx Xxxxxx and Jiangsu Fullshare Property, as purchasers, entered into the NFT Share Transfer Agreement with the Nanjing Fullshare Holding and Xinmeng Asset, as vendors, setting out the terms and conditions of the NFT Acquisition. Details of the NFT Share Transfer Agreement are set out below. THE NFT ACQUISITION The NFT Share Transfer Agreement Date 8 December 2014 (after trading hours) Parties

DESPATCH OF CIRCULAR. The EGM Company will be convened convene a special general meeting for the Independent Shareholders to consider and, if thought fit, to approve the NFT Share Transfer Master Services Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) containing details of the NFT AcquisitionMaster Services Agreement, (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders; (iii) independent board committee and a letter from the Independent Financial Adviser containing its advice to independent financial adviser, both advising on the Independent Board Committee terms of and the Independent Shareholders; (iv) transactions contemplated under the property valuation report; (v) the accountants’ report of Nanjing Fullshare Technology; and (vi) the notice of the EGMMaster Services Agreement, will be despatched to the Shareholders in compliance with the Listing Rules on or before 22 May 2023. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires: ‘‘associate’’ has the meaning ascribed to it under the Listing Rules ‘‘Annual Caps’’ collectively, the Daily Deposit Cap, Management and Financial Advisory Service Fee Caps, Financial Technical Service Fee Caps, Information Technology Service Fee Caps, Lease Caps and the Other Financial Service Fee Caps ‘‘Board’’ the board of Directors of the Company on or before 31 December 2014. Since ‘‘CBIRC’’ the NFT Completion is subject to the fulfillment and/or waiver (as the case may be) of the conditions under the NFT Share Transfer AgreementChina Banking and Insurance Regulatory Commission ‘‘Company’’ Capital Industrial Financial Services Group Limited, a company incorporated in Bermuda with limited liability, the NFT Acquisition may or may not proceed. Shareholders and potential investors shares of which are advised to exercise caution when dealing in listed on the Shares. POSSIBLE FUTURE CONTINUING CONNECTED TRANSACTIONS Before the date of the NFT Share Transfer Agreement, Nanjing Fullshare Technology has already entered into the Possible CCT Agreements with the connected persons of the Company. As such, upon the NFT Completion, the Possible CCT Agreements and the transactions contemplated thereunder will constitute continuing connected transactions of the Company under the Listing Rules. Pursuant to Rule 14A.60 of the Listing Rules, the Company is required to comply with the annual review and disclosure requirements if the Group continues to conduct the transaction under the Possible CCT Agreements after the NFT Completion. When any of the Possible CCT Agreements is renewed or its terms are varied after the NFT Completion, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 5 November 2014 relating to the memorandum of understanding dated 5 November 2014 entered into among Xxxxxxx Xxxxxx, Jiangsu Fullshare Property, Nanjing Fullshare Holding and Xinmeng Asset in relation to the NFT Acquisition. The Board is pleased to announce that after the trading hours main board of the Stock Exchange on 8 December 2014, Xxxxxxx Xxxxxx and Jiangsu Fullshare Property, as purchasers, entered into ‘‘connected person’’ has the NFT Share Transfer Agreement meaning ascribed to it under the Listing Rules ‘‘connected transaction’’ has the meaning ascribed to it under the Listing Rules ‘‘continuing connected transaction’’ has the meaning ascribed to it under the Listing Rules ‘‘controlling shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘Daily Deposit Cap’’ the proposed maximum daily balance of deposits (including the corresponding interest accrued thereon) placed by the Group with the Nanjing Fullshare Holding Shougang Group in the amount of RMB306,000,000 during the Term pursuant to the Master Services Agreement ‘‘Deposit Interest Rate’’ the deposit interest rate to be negotiated between the Group and Xinmeng Assetthe Shougang Group that is not lower than the deposit interest rates for the same type of deposits quoted by the four other major domestic commercial banks in the PRC ‘‘Deposit Services’’ the deposit and related services provided by the Shougang Group to the Group under the Master Services Agreement, as vendors, setting out the terms and conditions details of the NFT Acquisition. Details of the NFT Share Transfer Agreement which are set out below. THE NFT ACQUISITION in the paragraph headed ‘‘MASTER SERVICES AGREEMENT — The NFT Share Transfer Principal Terms of the Master Services Agreement Date 8 December 2014 (after trading hours) Parties— Scope of services provided by the Shougang Group or the Group —

DESPATCH OF CIRCULAR. The EGM will be convened for SECOND SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT On 23 December 2011, the Shareholders Company, the Parent Company, China Times and Xxxxx entered into the Second Supplemental Agreement, pursuant to consider andwhich (i) the parties agreed to extend the Long Stop Date to 30 June 2012; and (ii) the Non-competition Undertaking given by the Parent Company to the Company was amended. CONTINUING CONNECTED TRANSACTIONS On 23 December 2011, if thought fitthe Company entered into the Sales Framework Agreement, to approve the NFT Share Transfer Services Framework Agreement, the Purchase and Production Services Framework Agreement, the Hubei Gold Purchase Framework Agreement, the Xxxx Transportation Purchase Framework Agreement, the Combined Ancillary Services Framework Agreement, the Tonghua Hotel Services Framework Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) details of Land Lease Framework Agreement with the NFT Acquisition, (ii) a letter from the Independent Board Committee containing Parent Company or its recommendations to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; (iv) the property valuation report; (v) the accountants’ report of Nanjing Fullshare Technology; and (vi) the notice of the EGM, will be despatched to the Shareholders of the Company on or before 31 December 2014. Since the NFT Completion is subject to the fulfillment and/or waiver associates (as the case may be) of ), and the conditions under the NFT Share Transfer Agreement, the NFT Acquisition may or may not proceedXxxx Labour Purchase and Production Services Framework Agreement with Xxxx Labour. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. POSSIBLE FUTURE CONTINUING CONNECTED TRANSACTIONS Before As at the date of this announcement, the NFT Share Transfer AgreementParent Company is a substantial shareholder of the Company, Nanjing Fullshare Technology has already entered into the Possible CCT Agreements with the Parent Company and its associates therefore constitute connected persons of the CompanyCompany within the meaning of the Listing Rules. As suchHence, upon the NFT Completion, the Possible CCT Agreements and the transactions contemplated thereunder will under the Sales Framework Agreement, the Services Framework Agreement, the Purchase and Production Services Framework Agreement, the Hubei Gold Purchase Framework Agreement, the Xxxx Transportation Purchase Framework Agreement, the Combined Ancillary Services Framework Agreement, the Tonghua Hotel Services Framework Agreement and the Land Lease Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. Pursuant to Rule 14A.60 As at the date of this announcement, Xxxx Labour is a substantial shareholder of Xxxx Industry, a wholly-owned subsidiary of Xxxx Metal. After China Times Completion, Xxxx Metal and Xxxx Industry will become subsidiaries of the Listing RulesCompany and Xxxx Labour, by virtue of being a substantial shareholder of Xxxx Industry, will then become a connected person of the Company. Hence, the transactions contemplated under the Xxxx Labour Purchase and Production Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules upon China Times Completion. Based on the aggregate annual caps proposed to be adopted for the Sales Framework Agreement and the Services Framework Agreement, one or more of the Relevant Ratios for the transactions to be carried out pursuant to such agreements is required expected to comply with exceed 5%. Hence, such transactions are subject to the reporting, announcement, independent shareholders’ approval and annual review and disclosure requirements if the Group continues to conduct the transaction under the Possible CCT Agreements after the NFT Completion. When any of the Possible CCT Agreements is renewed or its terms are varied after the NFT Completion, the Company will comply with the applicable requirements as prescribed under Chapter 14A of the Listing Rules. Reference Based on the aggregate annual caps proposed to be adopted for the Purchase and Production Services Framework Agreement, the Hubei Gold Purchase Framework Agreement and the Xxxx Transportation Purchase Framework Agreement, one or more of the Relevant Ratios for the transactions to be carried out pursuant to such agreements is made expected to exceed 5%. Hence, such transactions are subject to the announcement reporting, announcement, independent shareholders’ approval and annual review requirements as prescribed under Chapter 14A of the Company dated 5 November 2014 relating Listing Rules. Based on the aggregate annual caps proposed to be adopted for the Combined Ancillary Services Framework Agreement and the Tonghua Hotel Services Framework Agreement, one or more of the Relevant Ratios for the transactions to be carried out pursuant to such agreements is expected to exceed 5%. Hence, such transactions are subject to the memorandum reporting, announcement, independent shareholders’ approval and annual review requirements as prescribed under Chapter 14A of understanding dated 5 November 2014 entered into among Xxxxxxx Xxxxxxthe Listing Rules. Based on the annual caps proposed to be adopted for each of the Land Lease Framework Agreement and the Xxxx Labour Purchase and Production Services Framework Agreement, Jiangsu Fullshare Propertyone or more of the Relevant Ratios for the transactions to be carried out pursuant to such agreement is expected to exceed 0.1% but be less than 5%. Hence, Nanjing Fullshare Holding such transactions are subject to the reporting, announcement and Xinmeng Asset annual review requirements only and are exempted from the independent shareholders’ approval requirement as prescribed under Chapter 14A of the Listing Rules. The Independent Board Committee has been established to advise the Independent Shareholders in relation to the NFT AcquisitionNon-Exempt Continuing Connected Transactions and the Annual Caps. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. At the EGM, an ordinary resolution to approve, inter alia, the Non-Exempt Continuing Connected Transaction Agreements and the Annual Caps will be proposed. China Times, its associates, persons acting in concert with it and any person who is pleased involved or interested in the Acquisition and/or the Whitewash Waiver will abstain from voting in relation to announce that after the trading hours of the Stock Exchange on 8 December 2014, Xxxxxxx Xxxxxx and Jiangsu Fullshare Property, as purchasers, entered into the NFT Share Transfer Agreement with the Nanjing Fullshare Holding and Xinmeng Asset, as vendors, setting out the terms and conditions of the NFT Acquisition. Details of the NFT Share Transfer Agreement are set out below. THE NFT ACQUISITION The NFT Share Transfer Agreement Date 8 December 2014 (after trading hours) Partiessuch ordinary resolution.

DESPATCH OF CIRCULAR. The EGM will be convened for the Shareholders to consider and, if thought fit, to approve the NFT Share Transfer Agreement and the transactions contemplated thereunder. A circular containing, among other things, (i) containing details of the NFT AcquisitionCompressors Purchase Framework Agreement, (ii) Compressors Purchase and Supply Framework Agreement 2 and Business Co-operation Framework Agreement 2 and their respective related annual caps, a letter from the Independent Board Committee containing its recommendations to independent board committee of the Independent Shareholders; (iii) Company and a letter from an independent financial adviser, both advising in respect of the Independent Financial Adviser containing its advice to terms of the Independent Board Committee Compressors Purchase Framework Agreement, Compressors Purchase and Supply Framework Agreement 2 and the Independent Shareholders; (iv) the property valuation report; (v) the accountants’ report of Nanjing Fullshare Technology; and (vi) the notice of the EGM, Business Co-operation Framework Agreement 2 will be despatched to the Shareholders within 21 days after the publication of this announcement under Rule 14A.49 of the Hong Kong Listing Rules. Huayi Compressor and its respective Associates are required under the Hong Kong Listing Rules to abstain from voting in relation to the continuing connected transactions under the Compressors Purchase Framework Agreement 2 and so far as the Company is aware, none of them holds any Shares of the Company. Should Huayi Compressor or its Associates become interested as registered or beneficial owner(s) of the Shares of the Company on or before 31 December 2014. Since from the NFT Completion is subject date of this announcement to the fulfillment and/or waiver (as the case may be) of the conditions under the NFT Share Transfer Agreement, the NFT Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. POSSIBLE FUTURE CONTINUING CONNECTED TRANSACTIONS Before the date of the NFT Share Transfer AgreementAGM, Nanjing Fullshare Technology has already they would have to be abstained from voting in the AGM in relation to the continuing connected transactions entered into between the Possible CCT Agreements with relevant Subsidiaries of the Company and Huayi Compressor. Beijing Embraco Snowflake Compressor and its respective Associates are required under the Hong Kong Listing Rules to abstain from voting in relation to the continuing connected persons transactions under the Compressors Purchase Framework Agreement and so far as the Company is aware, none of them holds any Shares of the Company. As such, upon Should Beijing Embraco Snowflake Compressor or its Associates become interested as registered or beneficial owner(s) of the NFT Completion, the Possible CCT Agreements and the transactions contemplated thereunder will constitute continuing connected transactions Shares of the Company under from the Listing Rules. Pursuant date of this announcement to Rule 14A.60 the date of the Listing RulesAGM, they would have to be abstained from voting in the Company is required to comply with the annual review and disclosure requirements if the Group continues to conduct the transaction under the Possible CCT Agreements after the NFT Completion. When any of the Possible CCT Agreements is renewed or its terms are varied after the NFT Completion, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 5 November 2014 relating to the memorandum of understanding dated 5 November 2014 entered into among Xxxxxxx Xxxxxx, Jiangsu Fullshare Property, Nanjing Fullshare Holding and Xinmeng Asset AGM in relation to the NFT Acquisition. The Board is pleased to announce that after continuing connected transactions entered between the trading hours relevant Subsidiaries of the Stock Exchange on 8 December 2014, Xxxxxxx Xxxxxx Company and Jiangsu Fullshare Property, as purchasers, entered into the NFT Share Transfer Agreement with the Nanjing Fullshare Holding and Xinmeng Asset, as vendors, setting out the terms and conditions Beijing Embraco Snowflake Compressor. Since Hisense Air-Conditioning is a Shareholder of the NFT Acquisition. Details Company holding 25.22% of the NFT Share Transfer issued share capital of the Company, it and its Associates have to be abstained from voting in the AGM in relation to the continuing connected transactions contemplated under the Business Co-operation Framework Agreement are set out below. THE NFT ACQUISITION The NFT Share Transfer Agreement Date 8 December 2014 (after trading hours) Parties2.