Common use of IMPLICATIONS OF THE LISTING RULES Clause in Contracts

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board meeting of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report of the Company. The Company will observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL Chinney Development is a wholly-owned subsidiary connected person of Xxx Xxxx and Chinney by virtue of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly fact that it is a company controlled by the private trusts Xx. Xxxxx Sai-Wing Xxxx, Chairman and substantial shareholder of the family of Dr. the Xxx. both Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardChinney. Accordingly, HDAL the Subscription constitutes a connected transaction for both Xxx Xxxx and Long Hope are regarded as connected persons of the Company Chinney under Chapter 14A of the Listing Rules. ThereforeAs the consideration exceeds HK$10 million, the transactions contemplated under Subscription is subject to the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business approval of the Group and expected to continue and extend over a period independent shareholders of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board meeting of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter AgreementsChinney at their respective general meetings. In compliance accordance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts Subscription also constitutes a major transaction for both Xxx Xxxx and Chinney as the applicable percentage ratios exceed 25% but less than 100%. An independent board committee of transactions contemplated under Xxx Xxxx has been appointed and will advise the Staunton Subindependent shareholders of Xxx Xxxx as to whether or not the terms of the Subscription are fair and reasonable and in the interests of Xxx Xxxx and its shareholders as a whole. An independent financial adviser will also be appointed to advise the independent board committee of Xxx Xxxx in respect of such terms. An independent board committee of Chinney has been appointed and will advise the independent shareholders of Chinney as to whether or not the terms of the Subscription are fair and reasonable and in the interests of Chinney and its shareholders as a whole. An independent financial adviser will also be appointed to advise the independent board committee of Chinney in respect of such terms. XXX XXXX EGM The Xxx Xxxx EGM will be convened as soon as practicable at which resolution will be proposed to approve the Subscription. Xx. Xxxxx Sai-agency Letter Agreement are required Wing Xxxx (through his beneficial interest in Chinney) together with its associates (if any), currently holding 267,846,553 shares of Xxx Xxxx (representing approximately 55.77% of its issued share capital), will abstain from voting at the Xxx Xxxx EGM in respect of the resolution to be aggregated with proposed to approve the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter AgreementSubscription, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of as required by the Listing Rules. HoweverA circular containing, as a result among other things, (i) details of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt Subscription; (ii) a letter from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating financial adviser containing its advice to the Sales Agency/Sub-agency Letter Agreements will be disclosed in independent board committee of Xxx Xxxx and the next published annual independent shareholders of Xxx Xxxx; (iii) recommendation from the independent board committee of Xxx Xxxx; (iv) a valuation report of on the Company. The Company will observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.Property; and

IMPLICATIONS OF THE LISTING RULES. As at At the date of this announcement, HREAL Richcoast is a wholly-owned subsidiary held as to 61.54% by the SOL Group, 28.2% by the SOCAM Group and 10.26% by the Yida Group. Mr. Xxxxxxx Xx, being the Chairman and an executive Director of the Company, and his associates are together entitled to control the exercise of more than 30% of the voting power at the general meetings of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx XxxMr. Xxxxxxx Xx, who is also the chairman Chairman and an executive Director director of SOCAM, and his associates are together entitled to control the exercise of more than 30% voting power at the general meetings of SOCAM. Therefore, SOCAM is an associate of Mr. Xxxxxxx Xx and a connected person of the BoardCompany at the listed issuer level. Accordingly, HDAL and Long Hope are regarded as Richcoast is a connected persons subsidiary of the Company under Chapter 14A of the Listing Rules. ThereforeThe provision of the Loans by Innovate Zone and/or its associates to the Dalian Group constitutes a connected transaction for the Company under the Listing Rules. As more than one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Loans exceed 0.1% but are less than 5%, the entering into of the Financial Support Agreement and the Transactions constitute connected transactions contemplated of the Company which are subject to the reporting and announcement requirements but are exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Sales Agency/Sub-agency Letter AgreementsListing Rules. Mr. Xxxxxxx Xx, being activities carried out the Chairman and an executive director of the Company and SOCAM respectively, has a material interest in the ordinary and usual course of business of Transactions because Richcoast together with its subsidiaries are the Group and expected to continue and extend over a period of time, constitute continuing connected transactions subsidiaries of the Company under Chapter 14A of the Listing Rules. Dr. Accordingly, Mr. Xxxxxxx Xx has abstained from voting on the Xxxrelevant resolutions passed by the Board to approve the Financial Support Agreement and the Transactions. Xxx Xxxx Xxx and his associates (as defined None of the other Directors has any material interest in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were Transactions or been required to abstain from voting on the relevant resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in passed by the Board meeting of to approve the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Financial Support Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report of the Company. The Company will observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeTransactions.

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. So far as In this connection, the Directors are able to ascertain after making reasonable enquiries, both HDAL 1st Lender is an associate of BE Group and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as therefore a connected persons person of the Company under Chapter 14A of the Listing Rules. ThereforeAccordingly, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in Loan Agreement and the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Pledge Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. As some of the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions applicable percentage ratios in respect of the transactions contemplated under Loan Agreement (in respect of the Sales Agency/Sub-agency Letter Agreements. Accordingly, all commitment of them had not participated the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Board meeting Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property which is an asset of the Company held on 26 October 2010 Group, the entering of the Loan Agreement and the Pledge Agreement by the Borrower is subject to consider reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with Loan Agreement and the requirements for aggregation under Rule 14A.25 of Pledge Agreement and abstained from voting on the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required Board resolutions to be aggregated with the estimated total amounts of approve the transactions contemplated under the Park Rise Sub-agency Letter Loan Agreement and the Headland Agency Letter Agreement on an annual basisPledge Agreement. Prior THE SGM An SGM will be convened and held for the Independent Shareholders to the entering into of the Staunton Sub-agency Letter Agreementconsider, and if thought fit, approve, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basisTransactions contemplated thereunder. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Xx. The Company will observe Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 Independent Shareholders in respect of the Listing RulesTransactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, when applicableamong other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from time the Independent Financial Adviser, and a notice convening the SGM are expected to timebe despatched to the Shareholders on or before 16 September 2020.

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, HREAL is a wholly-owned subsidiary of as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL The 1st Lender is an associate of BE Group and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as therefore a connected persons person of the Company under Chapter 14A of the Listing Rules. ThereforeAccordingly, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in Loan Agreement and the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Pledge Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. As some of the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions applicable percentage ratios in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all Loan Agreement (in respect of them had not participated the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Board meeting Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property, the entering of the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Loan Agreement and the Headland Agency Letter Pledge Agreement on an annual basis. Prior is subject to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps THE SGM An SGM will be convened and held for the Sales Agency/Sub-agency Fees Independent Shareholders to consider, and if thought fit, approve the Venue Fee exceed 0.1% but all are less than 5% on an annual basisTransactions. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. The Company will observe Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 Independent Shareholders in respect of the Listing RulesTransactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, when applicableamong other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from time the Independent Financial Adviser, and a notice convening the SGM are expected to timebe despatched to the Shareholders on or before 16 September 2020.

IMPLICATIONS OF THE LISTING RULES. As at At the date of this announcement, HREAL Richcoast is a wholly-owned subsidiary held as to 61.54% by SOL Group, 28.2% by SOCAM Group and 10.26% by Yida Group. Mr. Xxxxxxx Xx, being the Chairman and an executive Director of the Company, and his associates are together entitled to control the exercise of more than 30% of the voting power at the general meetings of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx XxxMr. Xxxxxxx Xx, who is also the chairman Chairman and an executive Director director of SOCAM, and his associates are together entitled to control the exercise of more than 30% voting power at the general meetings of SOCAM. Therefore, SOCAM is an associate of Mr. Xxxxxxx Xx and a connected person of the BoardCompany at the listed issuer level. Accordingly, HDAL and Long Hope are regarded as Richcoast is a connected persons subsidiary of the Company under Chapter 14A of the Listing Rules. Therefore, The provision of Services by the transactions contemplated under Xxxx Xxxxx Group to the Sales Agency/Sub-agency Letter Agreements, being activities carried out in Dalian Group constitutes the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. As more than one of the Xxx. Xxx Xxxx Xxx applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Cap exceed 0.1% but are less than 5%, the entering into of the Framework Services Agreement and his associates (as defined in the Continuing Connected Transactions are subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules). Mr. Xxxxxxx Xx, including Xxbeing the Chairman and an executive director of the Company and SOCAM respectively, has a material interest in the Continuing Connected Transactions because Richcoast together with its subsidiaries are the connected subsidiaries of the Company under Chapter 14A of the Listing Rules. Xxx Accordingly, Mr. Xxxxxxx Xx Xxx, Xxhas abstained from voting on the relevant resolutions passed by the Board to approve the Framework Services Agreement and the Continuing Connected Transactions. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were None of the other Directors has any material interest in the Continuing Connected Transactions or was required to abstain from voting on the relevant resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in passed by the Board meeting of to approve the Company held on 26 October 2010 to consider the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Framework Service Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report of the Company. The Company will observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeContinuing Connected Transactions.

IMPLICATIONS OF THE LISTING RULES. Pursuant to the Listing Rules, if any listed issuer proposes to revise its annual caps for continuing connected transactions, such listed issuer has to re-comply with the provisions of Chapter 14A of the Listing Rules applicable to the relevant continuing connected transactions. As at the date of this applicable percentage ratios for the Revised Caps are expected to be higher than 5% on an annual basis, the transactions contemplated under the New Master Supply Agreement (as amended by the Supplemental Agreement) and the Revised Caps are subject to the reporting, announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL shareholders’ approval and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company annual review requirements under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Dr. the Xxx. Xxx Xxxx Xxx and his associates (as defined in the Listing Rules), including Xx. Xxx Xx Xxx, Xx. Xxx Xx Xxxxx, Madam Xxxx Xxx Xxxx Xxxx, Xx. Xx Xxxx and Xx. Xxx Xxx Xxx, were required to abstain from voting on the resolutions in respect of the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. Accordingly, all of them had not participated in the Board A special general meeting of the Company held on 26 October 2010 will be convened for the Independent Shareholders to consider approve the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Supplemental Agreement and the Headland Agency Letter Agreement on an annual basisRevised Caps by poll (the ‘‘SGM’’). Prior In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, COSCO SHIPPING, COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the entering into of resolution to approve the Staunton Sub-agency Letter Agreement, the transactions under Park Rise Sub-agency Letter Supplemental Agreement and the Headland Agency Letter Revised Caps. Ballas Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of the Company and the Independent Shareholders regarding the Supplemental Agreement and the Revised Caps. An independent board committee of the Company has been appointed to advise the Independent Shareholders on, among other things, whether or not the Supplemental Agreement and the Revised Caps are in aggregate fell within the de minimis threshold on an annual basis, interest of the Company and are therefore exempt from fair and reasonable so far as the reportingIndependent Shareholders are concerned. If the Supplemental Agreement and the Revised Caps are not approved by the Independent Shareholders at the SGM, announcement the Supplemental Agreement shall automatically be terminated and independent shareholders’ approval requirements under Rule 14A.33 of no further effect and the Revised Caps will not apply. In such circumstances, the New Master Supply Agreement and the original Caps thereof shall remain unaffected and shall continue to have full force and effect in accordance with the terms and conditions of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of the continuing connected transactions relating to the Sales Agency/Sub-agency Letter Agreements will be disclosed in the next published annual report of the Company. The Company will observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeNew Master Supply Agreement.