LISTING RULES IMPLICATIONS Each of the Landlords is an associate of Xx. Xxxx (the chairman, chief executive officer, an executive Director and the ultimate controlling shareholder of the Company) and hence a connected person of the Company within the meaning of the Listing Rules, and the lease transactions contemplated under the Renewed Property Lease Agreements constitute connected transactions of the Company. According to HKFRS 16 “Leases”, the Group, as the lessees, is required to recognise the leases as right-of-use assets and lease liabilities in the consolidated balance sheet of the Group. As such, entering into the Renewed Property Lease Agreements and the transactions contemplated thereunder would be regarded as acquisitions of assets by the Group under the Listing Rules. The aggregate value of the right-of-use assets to be recognised by the Group under the Renewed Property Lease Agreements is estimated to be approximately RMB138,010,213, which is unaudited and may be subject to adjustment in the future. As the highest of the applicable percentage ratios in respect of the estimated aggregate value of the right-of-use assets to be recognised by the Group under the Renewed Property Lease Agreements is more than 0.1% but less than 5%, the lease transactions contemplated under the Renewed Property Lease Agreements are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Pursuant to the relevant requirements under the Listing Rules and the articles of association of the Company, Xx. Xxxx, Xx. Xxxx Xxxx-Xxxxx, Xx. Xxxx Xxxx-Xxxx, Xx. Xxxxx Xxxx-Xxxx, Xx. Xxx Xxx-Xxx, Xx. Xxxx Xxxx- Xxx, Mr. Xxxx Xxxxx and Xx. Xxxxx Xxx-Xxxxx are considered to have an interest in the transactions contemplated under the Renewed Property Lease Agreements. For this reason, each of them did not attend the relevant Board meeting and accordingly did not vote on the Board resolutions approving the transactions. Furthermore, Xx. Xxxxx Xxxx-Xxx declared his interests in the transaction contemplated under the Renewed Property Lease Agreement (F) at the aforesaid Board meeting, due to his capacity as an independent director of Landlord 5, and absented himself from the Board meeting when related matters were discussed and abstained from voting on the relevant Board resolutions.
Special Aggregation Rule Applicable to Relationship Managers For purposes of determining the aggregate balance or value of accounts held by a person to determine whether an account is a High Value Account, a Reporting Financial Institution shall also be required, in the case of any accounts that a relationship manager knows or has reason to know are directly or indirectly owned, controlled, or established (other than in a fiduciary capacity) by the same person, to aggregate all such accounts.