Common use of DISCLOSEABLE TRANSACTION Clause in Contracts

DISCLOSEABLE TRANSACTION. ASSET TRANSFER AGREEMENT On 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company subject to reporting and announcement requirements under the Listing Rules. THE ACQUISITION The Board announces that on 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million). The salient terms of the Asset Transfer Agreement are as follows: ASSET TRANSFER AGREEMENT Date 9 March 2017 Parties Vendor: SK Networks (China) Fashion Co., Ltd.（ 愛思開實業（ 上海）有限公司） Purchaser: Shanghai Kody Brand Management Co., Ltd.（ 上海珂蒂品牌管理有限公司）, a 90%-owned subsidiary of the Company To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are Independent Third Parties and is principally engaged in the business of distributing, marketing and selling of fashion products under the brand names “Obzee” and “O’2nd”. Assets to be acquired Pursuant to the terms of the Asset Transfer Agreement, the Acquired Assets includes:

DISCLOSEABLE TRANSACTION. ASSET TRANSFER AGREEMENT On 9 March 201727 December 2013, the Vendor Vendors and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has Vendors conditionally agreed to sell and transfer the entire equity interest in the Target to the Purchaser has agreed to purchase the Acquired Assets for at a total cash consideration of RMB64,542,880 RMB16.0 million (subject to adjustment), which is equivalent to about HK$72.28 approximately HK$20.4 million). As one or more of the applicable percentage ratios set out ratio(s) in Rule 14.07 of relation to the Listing Rules exceed Acquisition exceeds 5% but are less than falls below 25%, the Acquisition constitutes a discloseable transaction for of the Company subject to reporting and announcement requirements under the GEM Listing Rules. THE ACQUISITION The Board announces is pleased to announce that on 9 March 201727 December 2013, the Vendor Vendors and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has Vendors conditionally agreed to sell and transfer the entire equity interest in the Target to the Purchaser has agreed to purchase the Acquired Assets for at a total cash consideration of RMB64,542,880 RMB16.0 million (subject to adjustment), which is equivalent to about HK$72.28 approximately HK$20.4 million). The salient principal terms and conditions of the Asset Transfer Agreement are as follows: ASSET TRANSFER set out below. THE AGREEMENT Date 9 March 2017 27 December 2013 Parties VendorVendor A: SK Networks (China) Fashion Co.趙鳳榮(Xxxx Xxxxxxxx), Ltd.（ 愛思開實業（ 上海）有限公司） an individual who owns 90% of the entire equity interest in the Target as at the date of the Agreement Vendor B: 劉 福 堂(Xxx Xxxxxx), an individual who owns 10% of the entire equity interest in the Target as at the date of the Agreement Purchaser: Shanghai Kody Brand Management Co., Ltd.（ 上海珂蒂品牌管理有限公司）北京正美豐業汽車服務有限公司(Beijing Zhengmei Fengye Automobile Service Company Limited*), a 90%-owned company incorporated under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor Vendors are third parties independent of the Company and its ultimate beneficial owners are Independent Third Parties and is principally engaged in the business of distributing, marketing and selling of fashion products under the brand names “Obzee” and “O’2nd”connected persons. Assets to be acquired Subject matter Pursuant to the terms of the Asset Transfer Agreement, the Acquired Assets includesVendors conditionally agreed to transfer the entire equity interest in the Target to the Purchaser at the Consideration. Information on the Target The principal business activities of the Target are the sales of automobile glass with installation/ repair services and the trading of automobile glass in the PRC. As at the date of this announcement, the Target owns and operates 4 service centres in Shenzhen. The following table shows the unaudited financial information of the Target for the ten months ended 31 October 2013 and for two years ended 31 December 2012 which were prepared in accordance with the generally accepted accounting principles in the PRC: Ten months ended 31 October Year ended 31 December Year ended 31 December 2013 2012 2011 RMB (Unaudited) RMB (Unaudited) RMB (Unaudited) Revenue 7,459,441 7,179,756 2,225,942 Net profit/(loss) before taxation 796,607 (682,698) (1,153,720) Net profit/((loss) after taxation 796,607 (682,698) (1,153,720) As at 31 October 2013, the Target had net liabilities of approximately RMB40,000 in accordance with the generally accepted accounting principles in the PRC. Consideration The value of the Consideration in the amount of RMB16.0 million (equivalent to approximately HK$20.4 million) is determined after arm’s length negotiation between the Vendors and the Purchaser, and is determined with reference to (i) the after-tax profits of the Target in its unaudited management accounts for the ten months ended 31 October 2013; (ii) the future prospects of the Target; and (iii) the strategic value of the acquisition of the Target to the Group. Please refer to the section headed “Reasons for and benefits of the acquisition” below for further information. The Purchaser shall pay:

DISCLOSEABLE TRANSACTION. ASSET TRANSFER AGREEMENT On 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company subject to reporting and announcement requirements under the Listing Rules. THE ACQUISITION The Board announces that on 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 million). The salient terms of the Asset Transfer Agreement are as follows: ASSET TRANSFER AGREEMENT Date 9 March 2017 Parties Vendor: SK Networks (China) Fashion Co., Ltd.（ 愛思開實業愛 思 開 實 業（ 上海）有限公司上 海 ）有 限 公 司 ） Purchaser: Shanghai Kody Brand Management Co., Ltd.（ 上海珂蒂品牌管理有限公司上 海 珂 蒂 品 牌 管 理 有 限 公 司 ）, a 90%-owned subsidiary of the Company To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are Independent Third Parties and is principally engaged in the business of distributing, marketing and selling of fashion products under the brand names “Obzee” and “O’2nd”. Assets to be acquired Pursuant to the terms of the Asset Transfer Agreement, the Acquired Assets includes:

DISCLOSEABLE TRANSACTION. ASSET TRANSFER AGREEMENT On 9 March 201712 December 2019, the Vendor and the Purchaser (a 90%-owned Vendor, an indirect wholly-owned subsidiary of the Company) , and the Purchaser entered into the Asset Transfer Disposal Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase acquire 37.5% of the Acquired Assets equity interest in the Target Company for a total cash consideration of RMB64,542,880 about RMB93.2 million (subject to adjustment), which is equivalent to about HK$72.28 million. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company subject to reporting and announcement requirements under the Listing Rules. THE ACQUISITION The Board announces that on 9 March 2017, the Vendor and the Purchaser (a 90%-owned subsidiary of the Company) entered into the Asset Transfer Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Acquired Assets for a total cash consideration of RMB64,542,880 (subject to adjustment), which is equivalent to about HK$72.28 approximately HK$103.5 million). The salient * For identification purpose only THE DISPOSAL AGREEMENT Detail of the terms of the Asset Transfer Disposal Agreement are as follows: ASSET TRANSFER AGREEMENT Date 9 March 2017 12 December 2019 Parties Vendor: SK Networks (Chinai) Fashion Co., Ltd.Chinlink Mega Limited as vendor; and (ii) 西安曲江文化金融控股（ 愛思開實業（ 上海）有限公司） Purchaser: Shanghai Kody Brand Management Co., Ltd.（ 上海珂蒂品牌管理有限公司）, a 90%-owned subsidiary of the Company 集團）有限公司 (Xi’an Qujiang Cultural Financial Holdings Limited#) as purchaser To the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, (i) the Vendor Purchaser (which is ultimately owned by a PRC government authority) is a third party independent of the Company and its ultimate beneficial owners are Independent Third Parties connected persons; and (ii) the Purchaser is principally engaged in investment in financial institutions, securities investment and management, asset management and disposal, mergers and acquisitions, investment planning and consultancy in the PRC. Subject matter The Vendor has agreed to sell, and the Purchaser has agreed to acquire 37.5% of the equity interest in the Target Company. Immediately prior to Completion, the Vendor was beneficially interested in 62.5% of the equity interest in the Target Company. After Completion, the Vendor will become beneficially interested in 25% of the equity interest in the Target Company. Consideration The consideration payable by the Purchaser to the Vendor is about RMB93.2 million (equivalent to approximately HK$103.5 million) and shall be settled by the Purchaser in cash within 10 business days after the date of distributing, marketing the Disposal Agreement and selling of fashion products all securities requested under the brand names “Obzee” Disposal Agreement have been created. The Consideration was arrived at after arm’s length negotiation between the Vendor and “O’2nd”. Assets to be acquired Pursuant the Purchaser on normal commercial terms principally with reference to the terms valuation of the Asset Transfer AgreementTarget Company as at 31 October 2019 conducted by an independent professional valuer and the proportional interest which is the subject of the Disposal, the Acquired Assets includes:i.e. 37.5%.