Common use of IMPLICATION UNDER THE LISTING RULES Clause in Contracts

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx is a non-wholly-owned subsidiary of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.66% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Supplemental Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Revised Supply Annual Caps and the Proposed Sales Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the Supplemental Supply Agreement, the Sales Agreements and the transactions contemplated thereunder, respectively, are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental Supply Agreement, the Sales Agreements and the transactions and matters contemplated thereunder, respectively, at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx As Datatronics Romoland is a non-wholly-wholly owned subsidiary by Xx. Xxx Xxxx X., the chairman and the controlling Shareholder of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly who together with his spouse holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.6672.32% of the existing entire issued share capital shares of the Company, Company through Onboard Technology Limited. Datatronics Romoland is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company as defined under Chapter 14A of the Listing Rules and hence Rules. Accordingly, the transactions contemplated under the Supplemental New Master Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As Since the applicable percentage ratios (as defined in respect Rule 14.07 of the Revised Supply Listing Rules) for the proposed Annual Caps and contemplated under the Proposed Sales Annual Caps New Master Supply Agreement will exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively%, the Supplemental New Master Supply Agreement, the Sales Agreements Agreement and the transactions contemplated thereunder, respectively, thereunder are subject to the reporting, announcement, annual review announcement and the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting In order to ensure the transactions are conducted in favour accordance with the Company’s pricing mechanism, quotation can only be approved by Managing Director or General Manager. All sales transactions of the Supplemental Supply Agreement, Group with Datatronics Romoland would be reported to the Sales Agreements management of the Company and the transactions and matters contemplated thereunder, respectively, at the SGMGroup on a monthly basis. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, and To ensure the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Group and its shareholders, monthly reviews of sales transactions and gross margin will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report to the management of the Company and the Shareholders as Group on a whole. Astrum Capital Management Limited has been appointed as monthly basis to ensure that the Independent Financial Adviser to advise pricing policy, terms of the Independent Board Committee Continuing Connected Transactions and the Independent Shareholders Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base in this regardother parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policy.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx Henan Yanchang is a non-non wholly-owned subsidiary of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group Company and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 6,496,729,547 Shares as at the date of this announcement representing approximately 57.6653.49% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Supplemental New Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Revised Supply Annual Caps and amount of the Proposed Sales Annual Caps Continuing Connected Transactions exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the Supplemental New Supply Agreement, the Sales Agreements Agreement and the transactions contemplated thereunder, respectively, thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental New Supply Agreement, the Sales Agreements Agreement and the transactions and matters contemplated thereunder, respectively, thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental New Supply Agreement, the Sales Agreements, Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) in relation to, among other things, the terms of the Supplemental New Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a wholetransactions and matters contemplated thereunder and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardthese regards.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx Henan Yanchang is a non-wholly-wholly owned subsidiary of the Company, while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 12,686,203,231 Shares as at the date of this announcement representing approximately 57.6669.19% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Supplemental New Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios in respect of the Revised Supply Annual Caps and the Proposed Sales Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the Supplemental New Supply Agreement, the Sales Agreements Agreement and the transactions contemplated thereunder, respectively, thereunder are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental New Supply Agreement, the Sales Agreements Agreement and the transactions and matters contemplated thereunder, respectively, thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental New Supply Agreement, the Sales Agreements, Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of and the Supplemental Proposed Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardregards.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx is a non-wholly-owned subsidiary of the Company, while as As at the date of this announcement (i) China Petroleum Yanchang is held by announcement, Yanchang Petroleum Group being directly HK is the Controlling Shareholder holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest12,686,203,231 Shares, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.6669.19% of the existing issued share capital of the Company. As such, Yanchang Petroleum HK is a connected person of the Company as defined under the Listing Rules and hence the transactions contemplated under the Supplemental Supply Loan Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As the highest of applicable percentage ratios in respect of the Revised Supply Annual Caps and amount of the Proposed Sales Annual Caps exceed Loan exceeds 5% and the consideration Loan exceeds HK$10,000,000 on an annual basis, respectivelyHK$10,000,000, the Supplemental Supply Agreement, the Sales Agreements and the transactions contemplated thereunder, respectively, are Loan Agreement is subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. As Yanchang Petroleum HK is the Controlling Shareholder, and directly and wholly owned by Yanchang Petroleum Group, Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental Supply Agreement, the Sales Agreements Loan Agreement and the transactions and matters contemplated thereunder, respectively, thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, Loan Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the Loan Agreement and on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a wholehow to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardconnection. A circular containing, amongst other things, (i) details of the Loan Agreement; (ii) the recommendation of the Independent Board Committee; (iii) the letter from the Independent Financial Adviser; and (iv) a notice of the SGM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 11 August 2021.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx As the applicable percentage ratios (as defined in the Listing Rules) in respect of (i) the Acquisition are more than 25% but less than 75%; and (ii) the Disposal are more than 5% but less than 25%, each of the Acquisition and the Disposal on a stand-alone basis constitutes a major transaction and a discloseable transaction for the Company, respectively under the Listing Rules. In addition, as Harbour Centre is the ultimate beneficial owner of Nanjing Julong, which in turn is a substantial shareholder of Hangzhou Project Company, a non-wholly-wholly owned subsidiary of the Company, while Harbour Centre is therefore a connected person of the Company for the purpose of the Listing Rules and both the Acquisition and the Disposal constitute connected transactions for the Company under the Listing Rules. Accordingly, pursuant to Rule 14.24 of the Listing Rules, the Acquisition and the Disposal are subject to the requirements of reporting, announcement and independent shareholders’ approval under Chapters 14 and 14A of the Listing Rules. On the basis that (i) Harbour Centre is not interested in any Shares and no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition and the Disposal; and (ii) Delta House Limited, Wisearn Limited and Profitwise Limited, being a closely allied group of Shareholders, which hold 492,124,000 Shares, 68,859,000 Shares and 384,490,500 Shares, respectively, representing an aggregate of approximately 61.5% of the issued share capital of the Company as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% announcement, have approved the Acquisition and the Disposal in writing in accordance with Rule 14A.43 of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, thereforethe Listing Rules, the Sales Connected Parties are Company has applied to the associates Stock Exchange pursuant to Rule 14A.43 of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.66% of the existing issued share capital of the Company, is a connected person of the Company as defined under the Listing Rules and hence for a waiver from strict compliance with the transactions contemplated under the Supplemental Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As The written approvals by Delta House Limited, Wisearn Limited and Profitwise Limited have also been accepted in lieu of holding a general meeting to approve the applicable percentage ratios in respect of the Revised Supply Annual Caps Acquisition and the Proposed Sales Annual Caps exceed 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the Supplemental Supply Agreement, the Sales Agreements and the transactions contemplated thereunder, respectively, are subject Disposal pursuant to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A Rule 14.44 of the Listing Rules. Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental Supply Agreement, the Sales Agreements and the transactions and matters contemplated thereunder, respectively, at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established will be formed to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company Acquisition and the Shareholders as a whole. Astrum Capital Management Limited has been Disposal and an independent financial adviser will be appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardrelation to the Acquisition and the Disposal. A circular containing, among other things, further particulars of the Acquisition, the Disposal, the recommendations of the Independent Board Committee, a letter of advice from an independent financial adviser to the Independent Board Committee and the Shareholders will be despatched to the Shareholders as soon as practicable.

IMPLICATION UNDER THE LISTING RULES. Xxxxx Xxxxxxxx is a non-wholly-owned subsidiary of the Company, while as As at the date of this announcement (i) China Petroleum Yanchang announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of 10,870,000 ordinary Shares directly held by Yanchang Petroleum Group being directly holding 41.0him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interestthe Company, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 57.6682.97% of the existing issued share capital of the CompanyCompany in aggregate. Xxxxx Xxxxxxxxx is 91.57% held by Sany Group and Sany Group is 56.74% held by Xx. Xxxxx Xxxxxx. As such, Xxxxx Xxxxxxxxx is an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the Company as defined under the Listing Rules and hence the transactions Rules. The transaction contemplated under the Supplemental Supply 2020 Second Loan Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company constitutes financial assistance under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of the Revised Supply Annual Caps and the Proposed Sales Annual Caps exceed 2020 Second Loan Agreement is more than 0.1% but less than 5% and the consideration exceeds HK$10,000,000 on an annual basis, respectively%, the Supplemental Supply Agreement, transaction contemplated under the Sales Agreements 2020 Second Loan Agreement constitutes a connected transaction of the Company and the transactions contemplated thereunder, respectively, are is subject to the reporting, announcement, annual review reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. Yanchang Petroleum Group The Company is an investment holding company and its associates shall abstain from voting subsidiaries are principally engaged in favour the design, manufacturing and sales of roadheader, combined coal mining unit, mining transportation vehicles, port machinery and marine heavy equipment products. Sany Heavy Equipment is a wholly- owned subsidiary of the Supplemental Supply AgreementCompany. Xxxxx Xxxxxxxxx is principally engaged in financial leasing business. In this announcement, the Sales Agreements following expressions shall, unless the context requires otherwise, have the following meanings: “2020 Loan Agreement” the loan agreement dated 17 January 2020 entered into by and between Sany Heavy Equipment and Hunan Zhonghong, pursuant to which Sany Heavy Equipment agreed to provide a loan to Xxxxx Xxxxxxxxx in the transactions and matters contemplated thereunder, respectively, at principal amount of RMB200 million with an interest rate of up to 4.6% per annum for a term of 730 days commencing from the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief date of the Directors2020 Loan Agreement “2020 Second Loan Agreement” the loan agreement dated 16 November 2020 entered into by and between Sany Heavy Equipment and Hunan Zhonghong, no other Shareholders or any of their respective associates have pursuant to which Sany Heavy Equipment agreed to provide a material interest loan to Xxxxx Xxxxxxxxx in the Supplemental Supply Agreement, principal amount of RMB100 million with an interest rate of 3.85% per annum for a maximum term of 180 days commencing from the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms date of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.2020 Second Loan Agreement