IMPLICATION UNDER THE GEM LISTING RULES Clause Samples

IMPLICATION UNDER THE GEM LISTING RULES. As the highest applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules.

IMPLICATION UNDER THE GEM LISTING RULES. As certain of the relevant percentage ratios for the transaction contemplated under the Asset Management Agreement calculated under Rule 19.07 of the GEM Listing Rules are more than 5% but less than 25%, the Asset Management Agreement and the transaction contemplated thereunder constitute a discloseable transaction under Chapter 19 of the GEM Listing Rules.

IMPLICATION UNDER THE GEM LISTING RULES. As the highest applicable percentage ratio (as defined under the GEM Listing Rules) in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company under the GEM Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. The Board is pleased to announce that on 3 August 2023, the Purchaser, an indirect subsidiary owned as to 72% by the Company, the Vendor and the Company as the Purchaser’s holding company entered into the Agreement with the Vendor in relation to the acquisition of the Production Line. The principal terms of the Agreement are set out below: Date: 3 August 2023 Parties: (i) the Purchaser;

IMPLICATION UNDER THE GEM LISTING RULES. The contribution of Property A by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and cash by Brilliant Link into Foshan GDM, respectively, constituted deemed disposal of equity interest in Foshan GDM. In addition, pursuant to the terms of the Cooperation Agreement, Foshan GDM will be acquiring Property A and become the owner of Property A upon its completion. As the relevant percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisition, the Cash Contribution and the Disposals are more than 5% but less than 25%, the transactions contemplated under the Cooperation Agreement constitute discloseable transactions under Chapter 19 of the GEM Listing Rules. Accordingly, the Cooperation Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from shareholders’ approval under the GEM Listing Rules. 17 December 2018 (after trading hours)

IMPLICATION UNDER THE GEM LISTING RULES. As (i) Shandong Bayi is a substantial shareholder of Shandong Kailai, an indirect non-wholly owned subsidiary of the Company; (ii) Shandong Bayi is wholly owned by Yihe; and (iii) Zaozhuang Bayi is owned as to 75% by ▇▇▇▇▇▇▇▇ ▇▇▇▇, each of Yihe and Zaozhuang Bayi is a connected person of the Company at the subsidiary level. As such, the transactions under the Master Coal Supply Agreement constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. By virtue of Rule 20.99 of the GEM Listing Rules, as (i) each of Yihe and Zaozhuang Bayi is a connected person of the Company at the subsidiary level; (ii) the terms of the Master Coal Supply are on normal commercial terms; (iii) the Board (including all the independent non-executive Directors) has approved the transactions under the Master Coal Supply Agreement and confirmed that the Master Coal Supply Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole, the transactions under the Master Coal Supply Agreement are subject to the reporting and announcement requirements but are exempted from the circular, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. None of the Directors has a material interest in the Master Coal Supply Agreement. The Company is an investment holding company listed on the Growth Enterprise Market of the Stock Exchange. The Group is principally engaged in the provision of supply chain management services for mineral business and mining and metallurgical machineries products in the Belt and Road. The Group has operating experience in Hong Kong, Shenzhen, and Shandong of China and also Silk Road related regions such as Xinjiang, and Tajikistan. Not only does the Group have years of operating experience in Tajikistan but it also has taken on consulting roles in other Central Asian projects with their business partners. Management and directors of the Group not only has experience in energy and mining but also financial and capital markets experience in Hong Kong as well as other developed and developing nations. As a frontrunner of the Belt and Road initiative made by the PRC government and an advocate of the Belt and Road initiative, the Group has started to invest in Tajikistan, Central Asia since 2011 before launching of the Belt and Road initiative in 2013, and is continuing to look for business opportunities to par...

IMPLICATION UNDER THE GEM LISTING RULES. Given the Transferee is a substantial Shareholder and the Transferee directly holds 260,555,556 Shares representing approximately 6.79% of the issued share capital of the Company and his Associates directly holds 444,000,000 Shares representing approximately 11.57% of the issued share capital of the Company as at the date of this announcement, the Transferee is a Connected Person of the Company and therefore the Equity Transfer constitutes a connected transaction of the Company upon chapter 20 of the GEM Listing Rules. Pursuant to chapter 20 of the GEM Listing Rules, the Equity Transfer is subject to the reporting and announcement requirements. The Board announces that on 2 November 2021 (after trading hours), the Company, as the Transferor, entered into the Equity Transfer Agreement with the Transferee, pursuant to which, the Company agreed to transfer to the Transferee the 100% issued share capital of the Target Company at a total Transfer Price of HK$9,800,000. 2 November 2021 Transferor: the Company Transferee: East Asia Oil Engineering Group Limited The Target Company is an investment holding company whose entire share capital is legally and beneficially owned by an indirect wholly-owned subsidiary of the Company. For further information on the Target Company, please refer to the paragraph headed “Information on the Target Group” below. The Transfer Price for 100% issued share capital of the Target Company under the Equity Transfer is HK$9,800,000 which will be satisfied by the Transferee by (i) transferring HK$1,800,000.00 to the bank account designated by the Company within 5 business days upon the execution of the Equity Transfer Agreement, and (ii) setting-off against the down payment amounting HK$8,000,000.00 payable by CIMP for the drilling service to be provided by the Transferee for SC49 project in the Philippines under the Turnkey Drilling Service Agreement, effective from the date the Board passing a resolution approving the Equity Transfer Agreement and the transactions contemplated thereunder. The Transfer Price was arrived at based on normal commercial terms after arm’s length negotiations between the parties to the Equity Transfer Agreement. The Transfer Price for the Equity Transfer is considered by the Board as fair and reasonable and in the interests of the Group and of the Shareholders as a whole.

IMPLICATION UNDER THE GEM LISTING RULES. As one of the the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Xiamen Lease is more than 25% but less than 100%, the Xiamen Lease constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under the GEM Listing Rules. The SGM will be held to consider and, if thought fit, pass the ordinary resolution(s) to approve the Tenancy Agreement and the transactions contemplated thereunder.

IMPLICATION UNDER THE GEM LISTING RULES. The non-executive Director namely ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ held approximately 0.36% of the issued share capital of the Company as at the date of this announcement. ▇▇. ▇▇▇▇ ▇▇▇ Hin ▇▇▇▇ ▇▇▇▇ is the account executive of the Placing Agent and the spouse of ▇▇. ▇▇▇▇ Kar Hin ▇▇▇▇ ▇▇▇▇ is the beneficial owner of the Placing Agent. The Placing Agent is an associated company of ▇▇. ▇▇▇▇ ▇▇▇ Hin ▇▇▇▇ ▇▇▇▇ and is therefore a connected person of the Company. Accordingly, the entering into of the Placing Agreement by the Company with the Placing Agent is a connected transaction. In view of the fact that ▇▇. ▇▇▇▇ ▇▇▇ Hin ▇▇▇▇ ▇▇▇▇ has material interest in the transaction, he has abstained from voting in the Board meeting. Assuming that the Placing Shares are fully placed, the Placing Agent will receive a placing commission of approximately HK$689,000 to be deducted from the placing proceeds. As all the applicable percentage ratios (other than the profit ratio) are less than 5% and the total consideration is less than HK$3,000,000, this connected transaction is therefore an exempt connected transaction of the Company pursuant to Rule 20.33(3)(c) of the GEM Listing Rules, which is exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. 7 September 2017 The Company Aristo Securities Limited ( 雅利多證券有限公司), which is a licensed corporation incorporated in Hong Kong to carry out Type 1 regulated activities for the purpose of the SFO. The Placing Agent shall receive a placing commission of 1.0% of the amount equal to the Placing Price multiplied by the number of the Placing Shares successfully placed. The placing commission was determined after arm’s length negotiations between the Company and the Placing Agent with regard to the market rate, the size of the Placing and time allowed for the Placing Agent to procure the prospective Placees under the prevailing market condition. The non-executive Director namely ▇▇. ▇▇▇▇ Kar Hin ▇▇▇▇ ▇▇▇▇ (“▇▇. ▇▇▇▇”), held approximately 0.36% of the issued share capital of the Company as at the date of this announcement. ▇▇. ▇▇▇▇ is the account executive of the Placing Agent and the spouse of ▇▇. ▇▇▇▇ is the beneficial owner of the Placing Agent. The Placing Agent is an associated company of ▇▇. ▇▇▇▇ and is therefore a connected person of the Company (as defined in the GEM Listing Rules). Accordingly, the entering into of the Placing Agreement by the Com...

IMPLICATION UNDER THE GEM LISTING RULES. As the applicable percentage ratios (as defined under the GEM Listing Rules) for the Revised Consideration for the Refurbishment is more than 5% but less than 25%, the Refurbishment constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of GEM Listing Rules. Hong Kong, 6 August 2019