Common use of GEM LISTING RULES IMPLICATIONS Clause in Contracts

GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2022 Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 Mr. Pan Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 Mr. Pan Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 Xx. Xxxx Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 Xx. Xxxx Xxxxxxxxx Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules.

GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2022 Supplemental Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 Mr. Pan Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 Mr. Pan Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps revised annual caps under the 2022 Xx. Xxxx Mr. Xxx Supplemental Financing Services Agreement exceed exceeds 25% and the aggregate amount of the proposed Annual Caps revised annual caps is more than HK$10 million, the 2022 Xx. Xxxx Xxxxxxxxx Mr. Xxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps annual caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed revised annual caps under the Xx. Xxxx Supplemental Financing Services Agreement is more than 5% but less than 25% and the aggregate amount of the proposed revised annual caps is less than HK$10 million, the Xx. Xxxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the annual caps thereof) are subject to the reporting, announcement and annual review requirements, but exempt from the Independent Shareholders’ approval requirements under the GEM Listing Rules.

GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2022 2019 Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 2019 Mr. Pan Financing Services Agreement exceed exceeds 25% and the aggregate amount of the proposed Annual Caps is more than HK$10 million, the 2022 2019 Mr. Pan Xxx Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps under the 2022 2019 Xx. Xxxx Financing Xxxxxxxxx Services Agreement exceed is more than 5% but less than 25% and the aggregate amount of the proposed Annual Caps is more less than HK$10 million, the 2022 2019 Xx. Xxxx Xxxxxxxxx Services Agreement and the transactions contemplated thereunder (including the Annual Caps thereof) are subject to the reporting, announcement, announcement and annual review and requirements, but exempt from the Independent Shareholders’ approval requirements under the GEM Listing Rules.

GEM LISTING RULES IMPLICATIONS. Mr. Xxx is an executive Director, the chairman of the Board, the chief executive officer of the Company, one of the controlling Shareholders and a director of Astrum Capital, while Xx. Xxxx is an executive Director and a director of Astrum Capital. Therefore, both Mr. Xxx and Xx. Xxxx are connected persons of the Company under Rule 20.07 of the GEM Listing Rules. Accordingly, the entering into of the 2022 2020 Supplemental Financing Services Agreements constitutes continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As all of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps revised annual caps under the 2022 2020 Mr. Pan Xxx Supplemental Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps revised annual caps is more than HK$10 million, the 2022 2020 Mr. Pan Xxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps annual caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules. As more than one of the applicable percentage ratios (as defined under Rule 19.07 of the GEM Listing Rules) in respect of the aggregate amount of the proposed Annual Caps revised annual caps under the 2022 2020 Xx. Xxxx Supplemental Financing Services Agreement exceed 25% and the aggregate amount of the proposed Annual Caps revised annual caps is more than HK$10 million, the 2022 2020 Xx. Xxxx Xxxxxxxxx Supplemental Financing Services Agreement and the transactions contemplated thereunder (including the Annual Caps annual caps thereof) are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the GEM Listing Rules.