Common use of EGM Clause in Contracts

EGM. An EGM will be convened and held for the Shareholders to consider, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, (i) background and purposes of the establishment of the Fund and the entering into of the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent Shareholders; (iv) the financial information of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (ix) a notice for convening the EGM, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Spriver, Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx who will abstain from voting, no Shareholders or any of their respective associates have any material interest in the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. Xxxxxxxx has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject to the fulfilment of several conditions which are detailed in the section headed “Conditions precedent to the Sale and Purchase Agreement and the Deeds of Amendment” in this announcement, and the consummation of the said agreements are subject to the passing of the resolutions at the EGM, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

EGM. An EGM will be convened and held for the Shareholders The Company proposes to consider, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, seek (i) background and purposes of the establishment approval of the Fund Cooperation Framework Agreement and the entering into of Fund Transactions to be provided by the Partnership Agreement; Group (including the Annual Caps) by the Independent Shareholders at the EGM, and (ii) further information in relation to the Sale approval and Purchase Agreementratification of the Past Fund Transactions by the Independent Shareholders at the EGM. As at the date of this announcement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent Shareholders; (iv) the financial information Parent Company held approximately 63.45% of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (ix) a notice for convening the EGMtotal issued Shares, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxx held approximately 22.050.44% and 1.48%, 6.14% and 6.64%respectively, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022total issued Shares. To the best of the Directors’ knowledge, information knowledge and belief and having made all reasonable enquiriesof the Directors, save for Sprivernone of the Parent Company, Xx. XXX Xxxxxx, Parallel World Limited Xxxxx Xxxxxxx and Xx. XX Xxxx Xxxxx Xxxxxxx, has any associate (other than amongst themselves) who is a Shareholder. The Parent Company will abstain from votingvoting at the EGM. Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxx, no Shareholders or any both being Directors, are considered to be parties acting in concert with the Parent Company and hold approximately 31.59% (directly and indirectly) and 7.00% of their respective associates have any material interest the equity interests in the Sale and Purchase AgreementParent Company, the Deeds of Amendment, the VIE Agreementsrespectively, and will also abstain from voting at the transactions contemplated thereunderEGM. An The votes to be taken at the EGM in relation to the resolutions for (i) the approval of the Fund Cooperation Framework Agreement and the Fund Transactions to be provided by the Group (including the Annual Caps) by the Independent Shareholders and (ii) the approval and ratification of the Past Fund Transactions by the Independent Shareholders will be taken by poll. The Independent Board Committee comprising all independent non-executive Directors has been will be established to advise the Independent Shareholders in respect of relation to the Sale and Purchase Fund Cooperation Framework Agreement, the Deeds of Amendment, Fund Transactions to be provided by the VIE Agreements, Group (including the Annual Caps) and the transactions contemplated thereunderPast Fund Transactions. Xxxxxxxx has Xx. Xxxx Xxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxxxxx Xxxx Wing Xxx have been appointed by the Board to serve as members of the Independent Financial Adviser Board Committee. An independent financial advisor will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject relation to the fulfilment fairness and reasonableness of several conditions which are detailed in the section headed “Conditions precedent Fund Cooperation Framework Agreement, the Fund Transactions to be provided by the Group (including the Annual Caps) and the Past Fund Transactions. The Circular containing, among others, (i) further details of the Fund Cooperation Framework Agreement, the Fund Transactions contemplated thereunder and the Past Fund Transactions; (ii) the letter from the Independent Board Committee to the Sale and Purchase Agreement Independent Shareholders; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee and the Deeds Independent Shareholders; and (iv) a notice of Amendment” in this announcementEGM, and the consummation of the said agreements are subject will be despatched to the passing of the resolutions at the EGM, the Acquisition may Shareholders on or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the Companybefore 1 December 2017.

EGM. An The EGM will be convened and held for by the Shareholders Company to considerconsider and, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, Proposed New 2023 Annual Cap and the transactions contemplated thereunder, a circular containing, among other things, Supplemental Agreement (i) background and purposes of the establishment of the Fund and the entering into of proposed annual caps for Year 2024 and Year 2025). The voting at the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent Shareholders; (iv) the financial information of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (ix) a notice for convening the EGM, is expected to EGM will be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022taken by poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for SpriverLesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, Xx. XXX Xxxxxxrepresenting approximately 26.11% of issued shares of the Company as at the date of this announcement, Parallel World Limited and Xx. XX Xxxx who will be required to abstain from votingvoting at the EGM, no other Shareholders or any of their respective associates have any a material interest and will be required to abstain from voting at the EGM in respect of the Sale and Purchase Agreement, resolutions in relation to the Deeds of Amendment, the VIE Agreements, Proposed New 2023 Annual Cap and the transactions contemplated thereunderSupplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). An The Independent Board Committee (comprising all the independent non-executive Directors Directors) has been established formed to advise the Independent Shareholders in respect of on the Sale and Purchase AgreementProposed New 2023 Annual Cap, the Deeds of Amendment, the VIE Agreements, Supplemental Agreement (and the transactions contemplated thereunderproposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. Xxxxxxxx Euto Capital Partners has been appointed as the Independent Financial Adviser independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the fulfilment voting actions therefor. A circular containing, among others, (i) details of several conditions which are detailed in the section headed “Conditions precedent to revision of the Sale and Purchase Existing 2023 Annual Cap for the Lesso Master Supply Agreement and the Deeds Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025); (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) a notice of Amendment” the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ‘‘2022 Announcement’’ the announcement of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and entered into between Guangdong Xingfa and China Lesso in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the consummation independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the said agreements are PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the passing lawful currency of the resolutions at PRC ‘‘Share(s)’’ the EGM, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares share(s) of the CompanyCompany of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per cent.

EGM. An The register of members of the Company will be closed from Monday, 6 December 2021 to Friday, 10 December 2021 (both days inclusive) for determining the identity of the Shareholders entitled to attend and vote at the EGM. The EGM will be convened and held for the Shareholders to considerpurpose of considering and, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, fit (i) background and purposes of the establishment of the Fund and the entering into of the Partnership AgreementCapital Reorganisation; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunderRights Issue; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent ShareholdersPlacing Agreement; (iv) the financial information of the GroupUnderwriting Agreement; (v) the financial information of the Target GroupSpecial Deals; and (vi) the unaudited pro forma financial information Whitewash Waiver. Only the Independent Shareholders will be entitled to vote on the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver at the EGM. In accordance with the GEM Listing Rules and the Takeovers Code, (i) Mr. Xx and its associates; (ii) any parties acting in concert with Mr. Xx; (iii) the Directors (excluding the independent non-executive Directors) and chief executive of the Enlarged Group; (vii) the management discussion Company and analysis of the Target Group; (viii) the general information of the Grouptheir respective associates; and (ixiv) a notice for convening Shareholders who are involved in, or interested in, the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals or the Whitewash Waiver and the Irrevocable Undertakings, including but not limited to Mr. Xx and parties acting in concert with him, will be required to abstain from voting on the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver at the EGM. Save as disclosed, no other Shareholder is expected to be despatched to the Shareholders on involved or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Spriver, Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx who will abstain from voting, no Shareholders or any of their respective associates have any has a material interest in the Sale and Purchase Rights Issue, the Placing Agreement, the Deeds of AmendmentUnderwriting Agreement, the VIE Agreements, Special Deals and the transactions contemplated thereunderthereunder and the Whitewash Waiver and the Irrevocable Undertakings and, hence, is required to abstain from voting on the resolution(s) in relation to the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver at the EGM. An ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER The Independent Board Committee Committee, comprising Mr. Xxx Xxx, Mr. Xxx Xxxxxx Xxx Sum and Xx. Xxxxxx Xxx Xxxx, being all the independent non-executive Directors Directors, has been established to advise the Independent Shareholders in respect of the Sale and Purchase Rights Issue, the Underwriting Agreement, the Deeds of Amendment, the VIE Agreements, Special Deals and the transactions contemplated thereunderthereunder and the Whitewash Waiver, and as to the voting action therefor. Xxxxxxxx Donvex Capital has been appointed as the independent financial adviser by the Company with the approval of the Independent Financial Adviser Board Committee to advise the Independent Board Committee and the Independent Shareholders in this regardthese regards. As Completion is subject DESPATCH OF CIRCULAR Pursuant to Rule 8.2 of the Takeovers Code, a circular containing, among others, (i) further details of the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the Whitewash Waiver; (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser to the fulfilment Independent Board Committee in respect of several conditions the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver; (iv) other information required under the GEM Listing Rules and the Takeovers Code; and (v) a notice convening the EGM, shall be despatched within 21 days of the date of this announcement. Having taken into account the estimated time required for the Company to compile the information required for the Circular, the Circular is expected to be despatched within 21 days of the date of this announcement. Subject to, among other things, the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver having been approved by the Independent Shareholders at the EGM and upon the Capital Reorganisation becoming effective, the Prospectus Documents or the Prospectus, whichever being appropriate, will be despatched to the Qualifying Shareholders and, for information only, the Non-Qualifying Shareholders in due course. WARNING OF THE RISKS OF DEALING IN THE SHARES The Rights Issue will proceed on a partially underwritten basis. There are no requirements for minimum levels of subscription. Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which are detailed is set out in the section headed “Conditions precedent to ‘‘The Underwriting Agreement — Termination of the Sale and Purchase Agreement and the Deeds of Amendment” Underwriting Agreement’’ in this announcement, and the consummation of the said agreements are subject to the passing of the resolutions at the EGM). Accordingly, the Acquisition Rights Issue may or may not proceed. Shareholders and potential investors should are advised to exercise caution when dealing in the shares of the CompanyShares.

EGM. An The Company proposes to present relevant proposal at the EGM will to be convened and held for the Shareholders to considerconsider and, and if thought fit, approve the Sale and Purchase Agreementapprove, among others, the Deeds renewal of Amendment, the VIE Agreements, Framework Agreement and the transactions contemplated thereunderthereunder and the proposed annual caps for the three years ending December 31, a circular containing, among other things, (i) background 2024. JIC and purposes Central Huijin will abstain from voting on the resolution regarding the renewal of the establishment of the Fund and the entering into of the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, Framework Agreement and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee thereunder and the recommendation from Xxxxxxxx to proposed annual caps for the Independent Board Committee and three years ending December 31, 2024 at the Independent Shareholders; (iv) EGM. As at the financial information date of this announcement, JIC directly holds 6,596,306,947 Shares with voting rights of the Group; Company (v) the financial information representing approximately 26.34% of the Target Group; (vi) the unaudited pro forma financial information total issued share capital of the Enlarged Group; (viiCompany) the management discussion and analysis Central Huijin directly holds 5,020,606,527 Shares with voting rights of the Target Group; Company (viii) the general information representing approximately 20.05% of the Group; and (ix) a notice for convening the EGM, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively total issued share capital of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022). To the best of the Directors’ knowledge, information and belief and of Directors having made all reasonable enquiries, save for Spriverother than JIC and Central Huijin, Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx who will no other Shareholders are required to abstain from voting, no Shareholders or any voting on the resolution regarding the renewal of their respective associates have any material interest in the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, Framework Agreement and the transactions contemplated thereunderthereunder and the proposed annual caps for the three years ending December 31, 2024 at the EGM. An The Company has established the Independent Board Committee comprising all independent non-executive Directors has been established Directors, i.e. Xx. Xxxxx Xxxxxx Xxxxxxx, Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxxx and Mr. Xxxx Xxx, to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, renewal of the Deeds of Amendment, the VIE Agreements, Framework Agreement and the transactions contemplated thereunderthereunder and the proposed annual caps for the three years ending December 31, 2024. Xxxxxxxx The Company has been appointed Somerley Capital Limited as the its Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this the same regard. As Completion is subject to A circular containing, among others, (1) details of the fulfilment renewal of several conditions which are detailed in the section headed “Conditions precedent to the Sale and Purchase Framework Agreement and the Deeds of Amendment” in this announcement, transactions contemplated thereunder and the consummation proposed annual caps for the three years ending December 31, 2024; (2) a letter from the Independent Board Committee to Independent Shareholders in respect of the said agreements are subject renewal of the Framework Agreement and the transactions contemplated thereunder and the proposed annual caps for the three years ending December 31, 2024; (3) a letter from the Independent Financial Adviser to the passing Independent Board Committee and Independent Shareholders in the same regard; and (4) the notice of the resolutions at the EGM, is expected to be dispatched to the Acquisition may Shareholders on or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the Companybefore December 10, 2021.

EGM. An The Company intends to submit the relevant resolution to the EGM to seek Independent Shareholders’ approval on the proposed annual cap for the year ending December 31, 2024 under the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&W, which is owned by certain of our Controlling Shareholders (including Xx. Xxxx Xxxxxx, Xx. Xxx Run and Ms. Xxxxx Xxxxxxx, each of whom is an executive Director). In addition, Xx. Xxxx Xxxxxx also indirectly through Sol SPC holds 9.54% of the Shares of the Company. As such, each of Xx. Xxxx Xxxxxx, Xx. Xxx Run, Ms. Xxxxx Xxxxxxx, XX&X, Xxx SPC and their respective associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be convened and held for the Shareholders required to consider, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, (i) background and purposes abstain from voting in respect of the establishment relevant resolution. An Independent Board Committee, comprising of all of the Fund and independent non-executive Directors, will be established to advise the entering into of the Partnership Agreement; (ii) further information Independent Shareholders in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the recommendation Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – Xxxxxxx; (2) the letter from Xxxxxxxx the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders; (iv) the financial information of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (ix4) a notice for convening the EGM, EGM is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX XxxxxxApril 26, Parallel World Limited and Xx. XX Xxxx are interested 2024 in approximately 22.05%, 6.14% and 6.64%, respectively of compliance with the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Spriver, Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx who will abstain from voting, no Shareholders or any of their respective associates have any material interest in the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. Xxxxxxxx has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject to the fulfilment of several conditions which are detailed in the section headed “Conditions precedent to the Sale and Purchase Agreement and the Deeds of Amendment” in this announcement, and the consummation of the said agreements are subject to the passing of the resolutions at the EGM, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the CompanyListing Rules.

EGM. An The EGM will be convened and held for the Shareholders to considerconsider and, and if thought fit, approve the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containingapprove, among other things, (ithe ordinary resolution(s) background and purposes in respect of the establishment of the Fund and the entering into of the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, Agreement and the transactions contemplated thereunder; thereunder by way of poll. As advised by the Purchaser, its ultimate beneficial owner, Xx. Xx Xxxxxxx, directly holds 21,980,000 Shares and through Best Contact holds 25,000,000 Convertible Redeemable Preference A Shares (iiiwhich are convertible into 26,315,791 Shares), representing approximately 2.33% and 2.80% of the issued share capital of the Company respectively as at the date of this announcement, Xx. Xx Xxxxxxx and his associates will abstain from voting on the ordinary resolution(s) to approve the recommendation Agreement and the transactions contemplated thereunder at the EGM. As part of the net proceeds from the Independent Board Committee Disposal is intended to apply as Preference Shares Dividend; and China Sugar, which is directly wholly-owned by Xx. Xxx Xxxxxxxxxx, the son of Mr. Xxx Xxxx, who is the chairman and the recommendation from Xxxxxxxx to the Independent Board Committee and the Independent Shareholders; (iv) the financial information executive Director of the Group; Company, holds 225,000,000 Convertible Redeemable Preference Shares and 5,000,000 Convertible Redeemable Preference A Shares (v) the financial information which are convertible into an aggregate amount of 242,105,263 Shares), representing approximately 25.72% of the Target Group; (vi) the unaudited pro forma financial information issued share capital of the Enlarged Group; (vii) Company as at the management discussion and analysis date of the Target Group; (viii) the general information of the Group; and (ix) a notice for convening the EGMthis announcement, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited China Sugar and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% Xxx Xxxxxxxxxx and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in associates, including Mr. Xxx Xxxx, will abstain from voting on the Companyordinary resolution(s) to approve the Agreement and the transactions contemplated thereunder at the EGM if they hold any Shares. It is confirmed that none of them hold any Shares as at the date of this announcement. The Preference Shares do not carry any voting rights. Accordingly, please refer both Best Contact and China Sugar, as Preference Shares Holders, are not entitled to any voting rights at the Company’s annual report for the year ended 31 December 2022EGM. To the best of the Directors’ knowledge, information and belief and belief, having made all reasonable enquiriesenquires, save except for Spriverthe above interests of the Purchaser, Xx. XXX XxxxxxXx Xxxxxxx, Parallel World Limited and Best Contact, China Sugar, Xx. XX Xxx Xxxxxxxxxx, Mr. Xxx Xxxx who will abstain from votingand their respective associates, no Shareholders or any of their respective associates have any other Shareholder has a material interest in the Sale Disposal or the Preference Shares Dividend and Purchase hence no other Shareholder is required to abstain from voting at the EGM. A circular containing, inter alia, further details of the Agreement, the Deeds of Amendment, Disposal and a notice convening the VIE Agreements, and the transactions contemplated thereunder. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. Xxxxxxxx has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. As Completion is subject EGM will be dispatched to the fulfilment of several conditions which are detailed in the section headed “Conditions precedent to the Sale and Purchase Agreement and the Deeds of Amendment” in this announcement, and the consummation of the said agreements are subject to the passing of the resolutions at the EGM, the Acquisition may Shareholders on or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of the Companybefore 1 December 2014.