Common use of EGM Clause in Contracts

EGM. The Company will hold EGM to approve the Master Sales Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunder. An Independent Board Committee has been formed to consider and advise the Independent Shareholders as to whether the terms of the Master Sales Agreement, and the annual caps for the transactions thereunder for each of the three years ending 31 December 2017 are in ordinary and usual course of business on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how to vote at the EGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, among other things, (1) details of the Master Sales Agreement, (2) the recommendation of the Independent Board Committee, (3) the advice of the independent financial adviser, and (4) a notice of the EGM, will be despatched to the Shareholders on or about 10 March 2015. Any connected persons or Shareholders with a material interest in the Master Sales Agreement or the transactions as contemplated thereunder or their respective associates shall abstain from voting at the EGM. Given that Tsinghua Tongfang is a party to the Master Sales Agreement, its associates (including THTF Energy-Saving Holdings Limited) will abstain from voting during the EGM. Other than Tsinghua Tongfang’s associates (including THTF Energy-Saving Holdings Limited), as at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no other Shareholder is required under the Listing Rules to abstain from voting at the EGM. INFORMATION ABOUT THE GROUP The Company is a validly existing company with limited liability established under the laws of the Cayman Islands, with shares listed on the Main Board of the Stock Exchange (stock code: 1868). Part of its Shares are listed on the Taiwan Stock Exchange as depositary receipts. The Group is principally engaged in the businesses of research & development, sales and manufacturing of LED decorative lighting, LED general lighting, LED professional lighting and engineering projects.

EGM. The Company EGM will hold EGM be convened at which resolution will be proposed to approve Independent Shareholders for approving the New Master Sales Supply Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunder. An At such meeting, voting on resolutions in respect of the New Master Supply Agreement and the transactions contemplated thereunder will be taken by way of poll. The Independent Board Committee comprising all of the independent non-executive Directors has been formed established to consider advise and advise provide recommendation to the Independent Shareholders as to whether on the terms of the New Master Sales Agreement, Supply Agreement and the annual caps for transactions contemplated thereunder (including the transactions thereunder for each of the three years ending 31 December 2017 are in ordinary and usual course of business on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole, Annual Caps) and to advise the Independent Shareholders on how to vote. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as Xx. Xxx Xx, Xx. Xxx Xxxxxx and Xx. Xxxx Xxxxxx, each an executive Director and a substantial Shareholder, are the shareholders of Xingfa Curtain Wall who have material interest in the New Master Supply Agreement and the transactions contemplated thereunder, they and their associates will be required to how abstain from voting at the EGM on the relevant resolution to be put forward to vote at the EGMEGM in relation to approving the New Master Supply Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed Save as disclosed above, the Directors were not aware of any other Director who had material interests in New Master Supply Agreement and the transactions contemplated thereunder. A circular containing, among others, (i) details of the New Master Supply Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee in respect of the New Master Supply Agreement and the Annual Caps; (iii) the advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect. A circular containing, among other things, (1) details respect of the New Master Sales Agreement, Supply Agreement and the Annual Caps; (2) the recommendation of the Independent Board Committee, (3) the advice of the independent financial adviser, and (4iv) a notice of convening the EGM, will ; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or about 10 March 2015. Any connected persons or Shareholders with a material interest in as soon as practicable within 15 business days after the Master Sales Agreement or the transactions as contemplated thereunder or their respective associates shall abstain from voting at the EGM. Given that Tsinghua Tongfang is a party to the Master Sales Agreement, its associates (including THTF Energy-Saving Holdings Limited) will abstain from voting during the EGM. Other than Tsinghua Tongfang’s associates (including THTF Energy-Saving Holdings Limited), as at the Latest Practicable Date, and to the best knowledge, belief and information date of the Directors having made all reasonable enquiries, no other Shareholder is required under the Listing Rules to abstain from voting at the EGM. INFORMATION ABOUT THE GROUP The Company is a validly existing company with limited liability established under the laws of the Cayman Islands, with shares listed on the Main Board of the Stock Exchange (stock code: 1868). Part of its Shares are listed on the Taiwan Stock Exchange as depositary receipts. The Group is principally engaged in the businesses of research & development, sales and manufacturing of LED decorative lighting, LED general lighting, LED professional lighting and engineering projectsthis announcement.

EGM. The Company will hold convene the EGM at which resolutions will be proposed to ratify the Previous Sales Transactions and to approve the Master Sales Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunderthereunder (including the Proposed Annual Caps). An Independent Board Committee has been formed In accordance with the Listing Rules, the votes at the EGM shall be taken by poll. Since COFCO Hong Kong is an associate of COFCO Feed under the Listing Rules, COFCO Hong Kong is treated to consider have a material interest in the Previous Sales Transactions and advise the Independent Shareholders Sales Transactions as to whether the terms of contemplated under the Master Sales Agreement. Accordingly, COFCO Hong Kong and its associates are required to abstain from voting for the resolutions to be proposed at the EGM to ratify the Previous Sales Transactions and to approve the Master Sales Agreement and the annual caps for transactions contemplated thereunder (including the transactions thereunder for each Proposed Annual Caps). To the best of the three years ending 31 December 2017 are in ordinary Directors’ knowledge, information and usual course of business on normal commercial terms and are fair and reasonablebelief, and in the interests as of the Company date of this announcement, save for COFCO Hong Kong and its associates, no other Shareholders are required to abstain from voting in respect of any of the Shareholders as a whole, and resolutions to be proposed at the EGM. The Independent Board Committee comprising all independent non-executive Directors has been formed to advise the Independent Shareholders as to how to vote at on the EGM. An terms of the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps) and an independent financial adviser will be has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respecton the terms of the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps). A circular containing, among amongst other things, (1) details of information on the Previous Sales Transactions, the Master Sales AgreementAgreement and the transactions contemplated thereunder (including the Proposed Annual Caps), (2) and the recommendation of letters from the Independent Board Committee, (3) the advice of Committee and the independent financial adviseradviser containing their respective opinions on the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps), and (4) a the notice of the EGM, will EGM is expected to be despatched to the Shareholders on or about 10 March 2015. Any connected persons or Shareholders with a material interest in the Master Sales Agreement or the transactions as contemplated thereunder or their respective associates shall abstain from voting at the EGM. Given that Tsinghua Tongfang is a party to the Master Sales Agreement, its associates (including THTF Energy-Saving Holdings Limited) will abstain from voting during the EGM. Other no later than Tsinghua Tongfang’s associates (including THTF Energy-Saving Holdings Limited), as at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no other Shareholder is required under the Listing Rules to abstain from voting at the EGM. INFORMATION ABOUT THE GROUP The Company is a validly existing company with limited liability established under the laws of the Cayman Islands, with shares listed on the Main Board of the Stock Exchange (stock code: 1868). Part of its Shares are listed on the Taiwan Stock Exchange as depositary receipts. The Group is principally engaged in the businesses of research & development, sales and manufacturing of LED decorative lighting, LED general lighting, LED professional lighting and engineering projects1 June 2011.

EGM. The EGM will be convened and held by the Company will hold EGM to consider and, if thought fit, approve the Master Sales Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunderthereunder (including the Annual Caps). An The Independent Board Committee comprising all of the independent non-executive Directors has been formed established to consider advise and advise provide recommendation to the Independent Shareholders as to whether the terms of on the Master Sales Agreement, Agreement and the annual caps for transactions contemplated thereunder including the transactions thereunder for each of the three years ending 31 December 2017 are in ordinary and usual course of business on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole, Annual Caps and to advise the Independent Shareholders as to on how to vote at the EGMvote. An independent financial adviser will be The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respectwith regard to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among other thingsothers, (1i) details of the Master Sales Agreement, Agreement and the Annual Caps; (2ii) the recommendation of recommendations from the Independent Board Committee, Committee in respect of the Master Agreement and the Annual Caps; (3iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the independent financial adviser, Master Agreement and the Annual Caps; (4iv) a notice of convening the EGM, will ; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or about 10 March 2015as soon as practicable within 15 business days after the publication of the announcement. Any connected persons or Shareholders INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with a material interest those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Sales Agreement or in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions as contemplated thereunder or and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates shall abstain from voting at (the EGM. Given that Tsinghua Tongfang is a party to the Master Sales Agreement, its associates (including THTF Energy-Saving Holdings Limited) will abstain from voting during the EGM. Other than Tsinghua Tongfang’s associates (including THTF Energy-Saving Holdings Limited‘‘Purchasers’’), as at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no other Shareholder is required under the Listing Rules to abstain from voting at the EGM. INFORMATION ABOUT THE GROUP The Company is a validly existing company with limited liability established under the laws of the Cayman Islands, with shares listed on the Main Board of the Stock Exchange (stock code: 1868). Part of its Shares are listed on the Taiwan Stock Exchange as depositary receipts. The Group is principally engaged in the businesses of research & development, sales and manufacturing of LED decorative lighting, LED general lighting, LED professional lighting and engineering projects.