Common use of INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER Clause in Contracts

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxxx Xxx Xxxx and Xx. Xxxx Xxxxxxx, will be established by the Company to consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the terms of the Subcontracting Framework Agreement and the continuing connected transactions (including the Proposed Annual Caps) are on normal commercial terms or better and fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Grande Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters. The Independent Shareholders will consider and, if thought fit, approve (among other things), the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder at the AGM of the Company. For details including the date of the AGM, please refer to the notice of the AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx and Xxxxxxxxx Year and their respective associates will abstain from voting on the resolutions to be proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of the Company, none of the Shareholders are required to abstain from voting on the ordinary resolutions in relation to the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An The Independent Board Committee (comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxxx Xxx Xxxx and Xx. Xxxx Xxxxxxx, will be established by ) has been formed in accordance with Chapter 14A of the Company to consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and Listing Rules to advise the Independent Shareholders as to on whether the terms and the proposed annual caps for the three years ending 31 December 2024 for each of the Subcontracting Framework Master Service Agreement and the continuing connected transactions (including the Proposed Annual Caps) Master Charter Agreement are on normal commercial terms or better and fair and reasonable, reasonable and in the interests of the Company and the Shareholders as a whole. Grande In addition, the Company has appointed Red Sun Capital has been appointed Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the foregoing mattersin this regard. The Independent Shareholders EGM will be held to consider and, if thought fit, approve (passing the ordinary resolutions to approve, among other things)matters, the Proposed Annual CapsMaster Service Agreement, the Subcontracting Framework Master Charter Agreement and the transactions respectively contemplated thereunder thereunder, and the respective proposed annual caps. As at the AGM of the Company. For details including the date of the AGMannouncement, please refer to the notice of the AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx YTO Global Holdings Limited and Xxxxxxxxx Year and their respective its associates will abstain from voting on the resolutions to be proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of the Company, none of the Shareholders are required to abstain from voting on the ordinary resolutions in relation relating to the Proposed Annual CapsMaster Service Agreement and the Master Charter Agreement and all transactions respectively contemplated thereunder, and the Subcontracting Framework respective proposed annual caps at the EGM. Save as disclosed, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Master Service Agreement and the Master Charter Agreement and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions. A circular containing, among other matters, (i) further information regarding the Master Service Agreement and the Master Charter Agreement; (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Master Service Agreement and the Master Charter Agreement and the transactions respectively contemplated thereunder, as well as the respective proposed annual caps; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Master Service Agreement and the Master Charter Agreement and the transactions respectively contemplated thereunder, as well as the respective proposed annual caps; and (iv) a notice of the EGM to the Shareholders, will be despatched to the Shareholders on or before 26 November 2021.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An The Independent Board Committee comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxxx Xxx Xxxx and Xx. Xxxx Xxxxxxx, will be Directors has been established by the Company to consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the terms in respect of the Subcontracting Framework 2018 Mutual Supply Agreement and the continuing connected transactions (including the proposed annual caps) and the Deposit Services (including Proposed Annual CapsDeposit Cap) are on normal commercial terms or better and fair and reasonable, and in contemplated under the interests of 2018 Financial Services Agreement. An independent financial adviser will be appointed by the Company and the Shareholders as a whole. Grande Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to in respect of the foregoing matters2018 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement. The Independent Shareholders EGM will be convened by the Company at which resolutions will be proposed to consider and, if thought fit, approve the 2018 Mutual Supply Agreement (among other things), including the Proposed Annual Caps, the Subcontracting Framework Agreement proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunder under the 2018 Financial Services Agreement. Notice convening the EGM will be despatched to the Shareholders as soon as practicable. As at the AGM date of this announcement, COFCO holds 1,135,392,782 ordinary Shares of the Company, representing approximately 29.10% of the issued share capital of the Company. For details including the date of the AGM, please refer to the notice of the AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx COFCO Group and Xxxxxxxxx Year and their its respective associates will abstain from voting on at the EGM in respect of the resolutions to be consider the 2018 Mutual Supply Agreement (including the proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2018 Financial Services Agreement as a result of having material interest therein. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to To the best knowledge of the CompanyDirectors’ knowledge, none of the Shareholders are information and belief after having made all reasonable enquiries, save as disclosed in this announcement, no other Shareholder is required to abstain from voting on at the ordinary resolutions EGM. A circular containing, among other things, details of the 2018 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement; a letter from the Independent Board Committee containing its opinions and recommendations in relation respect of the 2018 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement; a letter of advice from the independent financial adviser to the Proposed Annual Caps, the Subcontracting Framework Agreement Independent Board Committee and the transactions Independent Shareholders containing its opinion in respect of the 2018 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2018 Financial Services Agreement; such other information as required under the Listing Rules; and a notice of the EGM, is expected to be despatched to the Shareholders on or before 19 December 2018 as additional time is required for the preparation and finalisation of the contents of the circular.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx XxxxxDirectors (namely, Xx. Xxxxxx Xxx Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxxx, will be established by the Company Xxxxxx) has been formed to consider the Proposed Annual Caps, the Subcontracting Framework Agreement Six Property Management Services Agreements and the transactions contemplated thereunder, and to advise the . An Independent Shareholders as to whether the terms of the Subcontracting Framework Agreement and the continuing connected transactions (including the Proposed Annual Caps) are on normal commercial terms or better and fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Grande Capital Financial Adviser has been appointed as by the Independent Financial Adviser Company to advise the Independent Board Committee and the Independent Shareholders as to on the foregoing matters. The Independent Shareholders will consider and, if thought fit, approve (among other things), the Proposed Annual Caps, the Subcontracting Framework Agreement Six Property Management Services Agreements and the transactions contemplated thereunder at the AGM thereunder. A circular containing, among other things, (i) further details of the Company. For details including Six Property Management Services Agreements and the date of transactions contemplated thereunder; (ii) a letter from the AGM, please refer Independent Board Committee to the Independent Shareholders in relation to, among other things, the Six Property Management Services Agreements; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of convening the AGM SGM, is expected to be issued by despatched to the Company in due courseShareholders on or before 16 March 2023. Each of Mr. KongXXX Xxxxxx, Xx. Xxxx XX Xxxxxxxx and Xxxxxxxxx Year and their respective associates will abstain Xx. XX Xxxxxxxx, being the Directors, are also directors of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained from voting on the relevant board resolutions to be proposed at the AGM for approving the Proposed Annual CapsSix Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, the Subcontracting Framework Agreement and the transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Yearas disclosed above, to the best knowledge of the CompanyDirectors’ knowledge, none information and belief having made all reasonable enquiries, no other Directors had any material interest in the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. The Shareholders and any of the Shareholders are required abovementioned Directors (if any) who shall be entitled to vote at the SGM, but who have a material interest in the Six Property Management Services Agreements, and the associates of each of them, will abstain from voting on at the ordinary resolutions SGM in relation respect of the proposed resolution(s) relating to the Proposed Annual Caps, the Subcontracting Framework Agreement Six Property Management Services Agreements and the transactions contemplated thereunder.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An The Independent Board Committee (comprising all the independent non-executive Directors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxxx Xxx Xxxx and Xx. Xxxx Xxxxxxx, will be established by ) has been formed in accordance with Chapter 14A of the Company to consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and Listing Rules to advise the Independent Shareholders as to on whether the terms of the Subcontracting Framework Agreement and the continuing connected transactions (including the Proposed Annual Caps) Caps for each of the Master Service Agreement and Master Charter Agreement are on normal commercial terms or better and fair and reasonable, reasonable and in the interests of the Company and the Shareholders as a whole. Grande In addition, the Company has appointed Red Sun Capital has been appointed Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the foregoing mattersin this regard. The Independent Shareholders EGM will be held to consider and, if thought fit, approve (passing the ordinary resolutions to approve, among other things)matters, the Master Service Agreement, the Master Charter Agreement, the transactions respectively contemplated thereunder, and the respective Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder . As at the AGM of the Company. For details including the date of the AGMannouncement, please refer to the notice of the AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx YTO Global and Xxxxxxxxx Year and their respective its associates will abstain from voting on the resolutions to be proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of the Company, none of the Shareholders are required to abstain from voting on the ordinary resolutions in relation relating to the Master Service Agreement, the Master Charter Agreement, all transactions respectively contemplated thereunder, and the respective Proposed Annual CapsCaps at the EGM. Save as disclosed, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Master Service Agreement and the Master Charter Agreement and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions. A circular containing, among other matters, (i) further information regarding the Master Service Agreement and the Master Charter Agreement; (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Master Service Agreement, the Subcontracting Framework Master Charter Agreement and the transactions respectively contemplated thereunder, as well as the respective Proposed Annual Caps; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Master Service Agreement, the Master Charter Agreement and the transactions respectively contemplated thereunder, as well as the respective Proposed Annual Caps; and (iv) a notice of the EGM to the Shareholders, will be published on the websites of Stock Exchange and the Company and/or dispatched to the Shareholders (if requested) on or before 21 November 2024.