Common use of EGM Clause in Contracts

EGM. 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 required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – Xxxxxxx; (2) the letter from 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; and (4) a notice convening the EGM is expected to be despatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules.

EGM. The Company intends to submit the relevant resolution to the EGM proposes to seek Independent Shareholders’ (i) the approval on of the proposed annual cap for Fund Cooperation Framework Agreement and the year ending December 31, 2024 under Fund Transactions to be provided by the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&W, which is owned by certain of our Controlling Shareholders Group (including Xx. Xxxx Xxxxxxthe Annual Caps) by the Independent Shareholders at the EGM, 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% (ii) the approval and ratification of the Shares of Past Fund Transactions by 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 Independent Shareholders at the EGM. As at the date of this announcement, to the Parent Company held approximately 63.45% of the total issued Shares, and Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxx held approximately 0.44% and 1.48%, respectively, of the total issued Shares. To the best of the knowledge and belief of the Directors having made all reasonable enquiriesDirectors, save as disclosed hereinnone of the Parent Company, no Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxx, has any associate (other than amongst themselves) who is a Shareholder. The Parent Company will abstain from voting at the EGM. Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxx, 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 the equity interests in the Parent Company, respectively, and will also abstain from voting at the EGM. 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 required to abstain from voting in respect of the relevant resolutiontaken by poll. An The Independent Board Committee, comprising of all of the independent non-executive Directors, Committee will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – JoyoungFund Cooperation Framework Agreement, the Fund Transactions to be provided by the Group (including the Annual Caps) and the Past Fund Transactions. The Company has Xx. Xxxx Xxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxxxxx Xxxx Wing Xxx have been appointed Gram Capital by the Board to serve as members of the Independent Board Committee. An independent financial advisor will be appointed to advise the Independent Board Committee and the Independent Shareholders regarding in relation to the same mattersfairness and reasonableness of the Fund Cooperation Framework Agreement, the Fund Transactions to be provided by the Group (including the Annual Caps) and the Past Fund Transactions. A circular The Circular containing, among others, (1i) further details of the Sourcing Services Agreement – XxxxxxxFund Cooperation Framework Agreement, the Fund Transactions contemplated thereunder and the Past Fund Transactions; (2ii) the letter from the Independent Board Committee to the Independent Shareholders; (3iii) the letter of advice from Gram Capital the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (4iv) a notice convening the EGM is expected to of EGM, will be despatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules1 December 2017.

EGM. 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 register 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% members of the Shares Company will be closed from Monday, 6 December 2021 to Friday, 10 December 2021 (both days inclusive) for determining the identity of the Company. As such, each of Xx. Xxxx Xxxxxx, Xx. Xxx Run, Ms. Xxxxx Xxxxxxx, XX&X, Xxx SPC Shareholders entitled to attend and their respective associates will abstain from voting with respect to the relevant resolution vote at the EGM. As The EGM will be convened and held for the purpose of considering and, if thought fit (i) the Capital Reorganisation; (ii) the Rights Issue; (iii) the Placing Agreement; (iv) the Underwriting Agreement; (v) the Special Deals; and (vi) the 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 date of this announcementEGM. In accordance with the GEM Listing Rules and the Takeovers Code, to (i) Mr. Xx and its associates; (ii) any parties acting in concert with Mr. Xx; (iii) the best knowledge Directors (excluding the independent non-executive Directors) and belief chief executive of the Directors having made all reasonable enquiriesCompany and their respective associates; and (iv) Shareholders who are involved in, save as disclosed hereinor interested in, no other Shareholders 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 involved or interested in respect of or has a material interest in the relevant resolutionRights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder 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, comprising of Mr. Xxx Xxx, Mr. Xxx Xxxxxx Xxx Sum and Xx. Xxxxxx Xxx Xxxx, being all of the independent non-executive Directors, will be has been established to advise the Independent Shareholders in relation respect of the Rights Issue, the Underwriting Agreement, the Special Deals and the transactions contemplated thereunder and the Whitewash Waiver, and as to the Sourcing Services Agreement – Joyoungvoting action therefor. The Donvex Capital has been appointed as the independent financial adviser by the Company has appointed Gram Capital with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders regarding in these regards. DESPATCH OF CIRCULAR Pursuant to Rule 8.2 of the same matters. A Takeovers Code, a circular containing, among others, (1i) further details of the Sourcing Services Agreement – XxxxxxxRights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the Whitewash Waiver; (2ii) the a letter from the Independent Board Committee to Committee; (iii) a letter from the Independent Shareholders; (3) the letter of advice from Gram Capital Financial Adviser to the Independent Board Committee in respect of the Rights Issue, the Placing Agreement, the Underwriting Agreement, the Special Deals and the Independent Shareholderstransactions contemplated thereunder and the Whitewash Waiver; (iv) other information required under the GEM Listing Rules and the Takeovers Code; and (4v) a notice convening the EGM 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 or before April 26a 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, 2024 among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in compliance accordance with the Listing Rulesterms thereof (a summary of which is set out in the section headed ‘‘The Underwriting Agreement — Termination of the Underwriting Agreement’’ in this announcement). Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

EGM. The Company intends EGM will be held to submit consider and, if thought fit, approve, among other things, the relevant resolution to ordinary resolution(s) in respect of the EGM to seek Independent Shareholders’ approval on Agreement and the proposed annual cap for transactions contemplated thereunder by way of poll. As advised by the year ending December 31Purchaser, 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 Xxxxxxits ultimate beneficial owner, Xx. Xxx Run and Ms. Xxxxx Xx Xxxxxxx, each of whom is an executive Directordirectly holds 21,980,000 Shares and through Best Contact holds 25,000,000 Convertible Redeemable Preference A Shares (which are convertible into 26,315,791 Shares). In addition, Xx. Xxxx Xxxxxx also indirectly through Sol SPC holds 9.54representing approximately 2.33% and 2.80% of the Shares issued share capital 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 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 Agreement and the transactions contemplated thereunder at the EGM. As part of the net proceeds from the 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 executive Director of the Company, holds 225,000,000 Convertible Redeemable Preference Shares and 5,000,000 Convertible Redeemable Preference A Shares (which are convertible into an aggregate amount of 242,105,263 Shares), representing approximately 25.72% of the issued share capital of the Company as at the date of this announcement, China Sugar and Xx. Xxx Xxxxxxxxxx and their respective associates, including Mr. Xxx Xxxx, will abstain from voting on the ordinary 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, both Best Contact and China Sugar, as Preference Shares Holders, are not entitled to any voting rights at the EGM. To the best knowledge and belief of the Directors Directors’ knowledge, information and belief, having made all reasonable enquiriesenquires, save as disclosed hereinexcept for the above interests of the Purchaser, Xx. Xx Xxxxxxx, Best Contact, China Sugar, Xx. Xxx Xxxxxxxxxx, Mr. Xxx Xxxx and their respective associates, no other Shareholders will be Shareholder has a material interest in the Disposal or the Preference Shares Dividend and hence no other Shareholder is required to abstain from voting in respect of at the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same mattersEGM. A circular containing, among othersinter alia, (1) further details of the Sourcing Services Agreement – Xxxxxxx; (2) Agreement, the letter from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital to the Independent Board Committee Disposal and the Independent Shareholders; and (4) a notice convening the EGM is expected to will be despatched dispatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules1 December 2014.

EGM. The Company intends An EGM will be convened for the Independent Shareholders to submit consider and, if appropriate, to approve the relevant resolution to IRICO Group Master Purchase Agreement and the EGM to seek Independent Shareholders’ approval on Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective 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 Directorcaps). 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 required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, Committee comprising of all of the independent non-executive Directors, Directors will be established formed to advise the Independent Shareholders in relation to respect of the Sourcing Services IRICO Group Master Purchase Agreement – Joyoungand the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps). The Company has An independent financial adviser will be appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding on the same mattersin accordance with the Listing Rules. CEC and its associates, including IRICO Group and its subsidiary, Xxx Xxx Electronics (HK) Limited, holding approximately 74.91% of the issued share capital of the Company as at the date of this announcement, will be required to abstain from voting on the resolutions approving the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) at the EGM. Save as mentioned above, to the Directors’ knowledge, information and belief, no other Shareholder has any material interest in the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and therefore will be required to abstain from voting to approve the relevant resolutions at the EGM. A circular of the Company containing, among others, other things: (1i) details of the Sourcing Services IRICO Group Master Purchase Agreement – Xxxxxxx; and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (2including the respective proposed annual caps); (ii) the letter from opinion and recommendation of the Independent Board Committee to on the Independent ShareholdersIRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps); and (3iii) a letter from the letter of advice from Gram Capital independent financial adviser to the Independent Board Committee and the Independent Shareholders; Shareholders containing its opinion and recommendation on IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (4including the respective proposed annual caps) a notice convening will be issued by the EGM is expected to be Company and despatched to the Shareholders on or before April 26, 2024 no later than 10 December 2021 in compliance accordance with Rule 19A.39A of the Listing Rules, because additional time is required to prepare and finalise the information to be included in the circular.

EGM. The Company intends to submit the relevant resolution to the An EGM to seek Independent Shareholders’ approval on the proposed annual cap will be convened and held for the year ending December 31Shareholders to consider, 2024 under and if thought fit, approve the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&WSale and Purchase Agreement, which is owned by certain the Deeds of our Controlling Shareholders Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, (including Xx. Xxxx Xxxxxx, Xx. Xxx Run i) background and Ms. Xxxxx Xxxxxxx, each of whom is an executive Director). In addition, Xx. Xxxx Xxxxxx also indirectly through Sol SPC holds 9.54% purposes of the Shares establishment of the Company. As such, each of Xx. Xxxx Xxxxxx, Xx. Xxx Run, Ms. Xxxxx Xxxxxxx, XX&X, Xxx SPC Fund 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 entering into of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders Partnership Agreement; (ii) further information in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise 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 Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – Xxxxxxx; (2) the letter recommendation from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital 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 (4ix) a notice for convening the EGM EGM, is expected to be despatched to the Shareholders on or before April 2630 June 2023. Xx. XXX Xxxxxx, 2024 Parallel World Limited and Xx. XX Xxxx are interested in compliance with approximately 22.05%, 6.14% and 6.64%, respectively of the Listing Rulesshares 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.