Common use of GEM LISTING RULES IMPLICATIONS Clause in Contracts

GEM LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxxx is owned as to 49% by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx is a substantial shareholder (within the meaning of the GEM Listing Rules) of Yichang Biaodian holding 20.92% equity interest in Xxxxxxx Xxxxxxxx, whereas Xx. Xxxxx, is the ultimate controlling shareholder of Xxxxx Xxxxxxxx and a director of Xxxxxxx Xxxxxxxx, each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, are connected persons of the Company and the transactions contemplated under the Upstream Natural Gas Sales Agreement constitute Continuing Connected Transactions for the Company under the GEM Listing Rules. Given that: (i) each of Xxxxxxx Xxxxxx, Hubei Biaodian and Xx. Xxxxx is a connected person of the Company only at the subsidiary level; (ii) the Board has approved the Continuing Connected Transactions; and (iii) having considered the terms of the Upstream Natural Gas Sales Agreement and the transactions contemplated thereunder (including the Annual Cap), all the independent non- executive Directors have confirmed that the terms of the Continuing Connected Transactions are fair and reasonable, the Continuing Connected Transactions are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the Continuing Connected Transactions (including the Annual Cap) are exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules. The Continuing Connected Transactions are subject to the reporting, announcement and annual review requirements under Chapter 20 of the GEM Listing Rules. The omission by the Company to comply with the GEM Listing Rules requirements to make timely disclosure for the Continuing Connected Transactions was due to inadvertent mistake and the delay on the part of Yichang Kunlun in entering into the Upstream Natural Gas Sales Agreement and the Supplemental Upstream Natural Gas Sales Agreement as there has been a change in the management of Yichang Kunlun. The Company wishes to apologise in this regard and now publishes this announcement to provide details of the Continuing Connected Transactions. To avoid any similar delay in the future and to tighten the Group’s internal control procedures, the Company will: (i) liaise with Xxxxxxx Xxxxxx in a timely manner in relation to the supply of natural gas to Yichang Biaodian; (ii) review and oversee the legal and regulatory compliance procedures and internal controls of the Group to ensure that all existing and further transactions of the Company fully comply with the GEM Listing Rules; and (iii) provide further training to the senior management and the relevant personnel of the Company to help them better understand the requirements of the GEM Listing Rules and identify any potential connected transactions of the Group on a timely basis. CONTINUING CONNECTED TRANSACTIONS

GEM LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxxx the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is owned as subject to 49% the approval by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx is a substantial shareholder (within the meaning Shareholders under Chapter 19 of the GEM Listing Rules) . To the best of Yichang Biaodian holding 20.92% equity the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in Xxxxxxx Xxxxxxxxthe Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, whereas Xxthe Shareholder’s Agreement and the Acquisition. XxxxxSince no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, is the ultimate controlling shareholder Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Xxxxx Xxxxxxxx and a director Shareholders, who together hold approximately 74.79% of Xxxxxxx Xxxxxxxx, each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, are connected persons the issued share capital of the Company and the transactions contemplated under the Upstream Natural Gas Sales Agreement constitute Continuing Connected Transactions carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the Company under the GEM Listing Rules. Given that: (i) each of Xxxxxxx Xxxxxx, Hubei Biaodian and Xx. Xxxxx is a connected person approval of the Company only at SPA, the subsidiary level; (ii) the Board has approved the Continuing Connected Transactions; and (iii) having considered the terms of the Upstream Natural Gas Sales Shareholder’s Agreement and the transactions contemplated thereunder (including the Annual Cap), all the independent non- executive Directors have confirmed that the terms pursuant to Rule 19.44 of the Continuing Connected Transactions are fair and reasonableListing Rules. Therefore, the Continuing Connected Transactions are on normal commercial terms or better and in the interest no general meeting of the Company and will be convened to approve the Shareholders as a wholeSPA, the Continuing Connected Transactions (including the Annual Cap) are exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules. The Continuing Connected Transactions are subject to the reporting, announcement and annual review requirements under Chapter 20 of the GEM Listing Rules. The omission by the Company to comply with the GEM Listing Rules requirements to make timely disclosure for the Continuing Connected Transactions was due to inadvertent mistake and the delay on the part of Yichang Kunlun in entering into the Upstream Natural Gas Sales Shareholder’s Agreement and the Supplemental Upstream Natural Gas Sales Agreement as there has been a change in the management of Yichang Kunluntransactions contemplated thereunder. The Company wishes is required to apologise in this regard and now publishes this announcement to provide despatch a circular containing, among other things, (i) further details of the Continuing Connected Transactions. To avoid any similar delay in the future and to tighten the Group’s internal control proceduresSPA, the Company will: (i) liaise with Xxxxxxx Xxxxxx in a timely manner in relation to Shareholder’s Agreement and the supply of natural gas to Yichang Biaodiantransaction contemplated thereunder; (ii) review and oversee the legal and regulatory compliance procedures and internal controls accountants’ report of the Group to ensure that all existing and further transactions of the Company fully comply with the GEM Listing RulesTarget Company; and (iii) provide further training the pro forma financial statements of the Group, to the senior management and Shareholders within 15 business days after the relevant personnel publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to help them better understand prepare and finalise certain information to be included in the requirements circular, the Company will apply for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019. The Company will make further announcement as and identify any potential connected transactions when appropriate. Completion is subject to the fulfilment of the Group on conditions precedent set out in the SPA and therefore may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. INTRODUCTION Reference is made to (i) the announcement of the Company dated 11 October 2018 relating to the entering into of the memorandum of understanding for the possible acquisition of 51% of the issued share capital of a timely basis. CONTINUING CONNECTED TRANSACTIONSspecial purpose vehicle, which shall in turn hold the entire equity interest in the Target Company upon completion of the Restructuring; (ii) the announcement of the Company dated 4 December 2018 relating to the entering into the Previous Agreement (the “First Announcement”); (iii) the announcement of the Company dated 6 December 2018, 27 December 2018 and 7 January 2019 relating to the entering into the Previous Supplemental Agreements; (iv) the clarification announcement of the Company dated 16 January 2019; and (v) the announcement of the Company relating to the delay in despatch of circular dated 28 February 2019.

GEM LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxxx is owned as to 49% by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx is a substantial shareholder (within the meaning subscription of the GEM Listing Rules) Participating Shares by TGL will not affect the shareholding and voting interests of Yichang Biaodian holding 20.92% equity interest the Group in Xxxxxxx XxxxxxxxZACD LV Development Fund as represented by the Management Shares, whereas Xx. Xxxxxthe Subscription is not a deemed disposal of the Group and accordingly, is the ultimate controlling shareholder of Xxxxx Xxxxxxxx and Subscription does not itself constitute a director of Xxxxxxx Xxxxxxxx, each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, are connected persons notifiable transaction of the Company and the transactions contemplated under the Upstream Natural Gas Sales Agreement constitute Continuing Connected Transactions for the Company under the GEM Listing Rules. Given that: (i) each of Xxxxxxx Xxxxxx, Hubei Biaodian and Xx. Xxxxx is a connected person of the Company only at the subsidiary level; (ii) the Board has approved the Continuing Connected Transactions; and (iii) having considered the terms of the Upstream Natural Gas Sales Agreement and the transactions contemplated thereunder (including the Annual Cap), all the independent non- executive Directors have confirmed that the terms of the Continuing Connected Transactions are fair and reasonable, the Continuing Connected Transactions are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the Continuing Connected Transactions (including the Annual Cap) are exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 20.99 pursuant to Chapter 19 of the GEM Listing Rules. The Continuing Connected Transactions Further, the Group’s principal business activities are provision of investment management services, the raising of funds from TGL to invest in the Sub-Fund is a principal business step and under the ordinary and usual course of business of the Group so as to provide investment management services, derive investment management fees and sharing of profit with the investor as performance fees. • As one or more of the applicable percentage ratios in respect of the grant of the Put Option exceed 25% but all of them are less than 100%, the grant of the Put Option (the exercise of which is not at the discretion of the Group) constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement and annual review requirements under Chapter 20 the Shareholders’ approval requirements. • The written Shareholders’ approval of the grant of the Put Option and the transactions contemplated thereunder has been obtained from ZACD Investments, which holds 1,298,600,000 issued Shares of the Company representing 64.93% of the issued Shares of the Company as at the date of this announcement. Pursuant to Rule 19.44 of the GEM Listing Rules, the written Shareholders’ approval from ZACD Investments has been accepted in lieu of holding a general meeting for the approval of the grant of the Put Option and the transactions contemplated thereunder. The omission by • A circular containing, among other matters, (i) Subscription Agreements and the Company to comply side letters; (ii) financial information of the Group; and (iii) other information in accordance with the GEM Listing Rules requirements will be despatched to make timely disclosure for the Continuing Connected Transactions was due Shareholders on or before 19 January 2023. Reference is made to inadvertent mistake and the delay on the part of Yichang Kunlun in entering into the Upstream Natural Gas Sales Agreement and the Supplemental Upstream Natural Gas Sales Agreement as there has been a change in the management of Yichang Kunlun. The Company wishes to apologise in this regard and now publishes this Company’s voluntary announcement to provide details of the Continuing Connected Transactions. To avoid any similar delay in the future and to tighten the Group’s internal control procedures, the Company will: (i) liaise with Xxxxxxx Xxxxxx in a timely manner dated 17 December 2021 in relation to the supply establishment of natural gas to Yichang Biaodian; (ii) review and oversee the legal and regulatory compliance procedures and internal controls a new fund for La Ville Project, ZACD LV Development Fund has been set up through ZACD Capital Partners VCC, an indirectly wholly-owned subsidiary of the Group to ensure that all existing and further transactions of Company, for the Company fully comply with investment into the GEM Listing Rules; and (iii) provide further training to the senior management and the relevant personnel of the Company to help them better understand the requirements of the GEM Listing Rules and identify any potential connected transactions of the Group on a timely basis. CONTINUING CONNECTED TRANSACTIONSLa Ville Project.

GEM LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxxx the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is owned as subject to 49% the approval by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx is a substantial shareholder (within the meaning Shareholders under Chapter 19 of the GEM Listing Rules) . To the best of Yichang Biaodian holding 20.92% equity the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in Xxxxxxx Xxxxxxxxthe Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, whereas Xxthe Shareholder’s Agreement and the Acquisition. XxxxxSince no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, is the ultimate controlling shareholder Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Xxxxx Xxxxxxxx and a director Shareholders, who together hold approximately 74.79% of Xxxxxxx Xxxxxxxx, each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, are connected persons the issued share capital of the Company and the transactions contemplated under the Upstream Natural Gas Sales Agreement constitute Continuing Connected Transactions carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the Company under the GEM Listing Rules. Given that: (i) each of Xxxxxxx Xxxxxx, Hubei Biaodian and Xx. Xxxxx is a connected person approval of the Company only at SPA, the subsidiary level; (ii) the Board has approved the Continuing Connected Transactions; and (iii) having considered the terms of the Upstream Natural Gas Sales Shareholder’s Agreement and the transactions contemplated thereunder (including the Annual Cap), all the independent non- executive Directors have confirmed that the terms pursuant to Rule 19.44 of the Continuing Connected Transactions are fair and reasonableListing Rules. Therefore, the Continuing Connected Transactions are on normal commercial terms or better and in the interest no general meeting of the Company and will be convened to approve the Shareholders as a wholeSPA, the Continuing Connected Transactions (including the Annual Cap) are exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules. The Continuing Connected Transactions are subject to the reporting, announcement and annual review requirements under Chapter 20 of the GEM Listing Rules. The omission by the Company to comply with the GEM Listing Rules requirements to make timely disclosure for the Continuing Connected Transactions was due to inadvertent mistake and the delay on the part of Yichang Kunlun in entering into the Upstream Natural Gas Sales Shareholder’s Agreement and the Supplemental Upstream Natural Gas Sales Agreement transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as there has been a change “acting in concert” for the management purposes of Yichang Kunlunthe Hong Kong Code on Takeovers and Mergers. The Company wishes is required to apologise in this regard and now publishes this announcement to provide despatch a circular containing, among other things, (i) further details of the Continuing Connected Transactions. To avoid any similar delay in the future and to tighten the Group’s internal control proceduresSPA, the Company will: (i) liaise with Xxxxxxx Xxxxxx in a timely manner in relation to Shareholder’s Agreement and the supply of natural gas to Yichang Biaodiantransaction contemplated thereunder; (ii) review and oversee the legal and regulatory compliance procedures and internal controls accountants’ report of the Group to ensure that all existing and further transactions of the Company fully comply with the GEM Listing RulesTarget Company; and (iii) provide further training the pro forma financial statements of the Group, to the senior management and Shareholders within 15 business days after the relevant personnel publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to help them better understand prepare and finalise certain information to be included in the requirements circular, the Company will apply for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019. The Company will make further announcement as and identify any potential connected transactions when appropriate. Completion is subject to the fulfilment of the Group on a timely basisconditions precedent set out in the SPA and therefore may or may not proceed. CONTINUING CONNECTED TRANSACTIONSShareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

GEM LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxxx is owned one of the applicable percentage ratios (as to 49% by Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx is a substantial shareholder (within the meaning defined in Rule 19.07 of the GEM Listing Rules) in respect of Yichang Biaodian holding 20.92the Acquisition exceeds 25% equity interest in Xxxxxxx Xxxxxxxxbut all of them are less than 100%, whereas Xx. Xxxxx, is the ultimate controlling shareholder of Xxxxx Xxxxxxxx and Acquisition constitutes a director of Xxxxxxx Xxxxxxxx, each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, are connected persons of major transaction for the Company and is therefore subject to the transactions contemplated under the Upstream Natural Gas Sales Agreement constitute Continuing Connected Transactions for the Company under the GEM Listing Rules. Given that: (i) each of Xxxxxxx Xxxxxxreporting, Hubei Biaodian and Xx. Xxxxx is a connected person of the Company only at the subsidiary level; (ii) the Board has approved the Continuing Connected Transactions; and (iii) having considered the terms of the Upstream Natural Gas Sales Agreement and the transactions contemplated thereunder (including the Annual Cap)announcement, all the independent non- executive Directors have confirmed that the terms of the Continuing Connected Transactions are fair and reasonable, the Continuing Connected Transactions are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the Continuing Connected Transactions (including the Annual Cap) are exempted from the circular, independent financial advice circular and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in the Acquisition and as such, no Shareholder is required to abstain from voting on the resolution to approve the Acquisition, should the Acquisition be put forward to the Shareholders for consideration and approval at a general meeting of the Company. Ultra Success Industries Limited, the controlling Shareholder holding 750,000,000 Shares as at the date of this announcement, representing 75% of the total issued Shares, having the right to attend and vote at any general meeting of the Company, has given its written approval of the Acquisition. The written shareholder’s approval by Ultra Success Industries Limited has been accepted in lieu of holding a general meeting and no general meeting of the Company is required to be convened for the approval of the Acquisition pursuant to Rule 20.99 19.44 of the GEM Listing Rules. Pursuant to the Rule 19.41(a) of the GEM Listing Rules, a circular containing, inter alia, further details of the Acquisition is required to be despatched to all the Shareholders within 15 business days after the publication of this announcement. As the Company requires additional time for compiling the information to be included in the circular pursuant to the requirements of the GEM Listing Rules, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules. The Continuing Connected Transactions are subject to the reporting, Company will publish an announcement and annual review requirements under Chapter 20 of the GEM Listing Rules. The omission by the Company to comply with the GEM Listing Rules requirements to make timely disclosure for the Continuing Connected Transactions was due to inadvertent mistake and the delay on the part of Yichang Kunlun in entering into the Upstream Natural Gas Sales Agreement and the Supplemental Upstream Natural Gas Sales Agreement as there has been a change in the management of Yichang Kunlun. The Company wishes to apologise in this regard and now publishes this announcement to provide details of the Continuing Connected Transactions. To avoid any similar delay in the future and to tighten the Group’s internal control procedures, the Company will: (i) liaise with Xxxxxxx Xxxxxx in a timely manner in relation to the supply of natural gas to Yichang Biaodian; (ii) review and oversee the legal and regulatory compliance procedures and internal controls despatch of the Group to ensure that all existing circular as and further transactions of the Company fully comply with the GEM Listing Rules; and (iii) provide further training to the senior management and the relevant personnel of the Company to help them better understand the requirements of the GEM Listing Rules and identify any potential connected transactions of the Group on a timely basis. CONTINUING CONNECTED TRANSACTIONSwhen appropriate.