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. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed to consider the Six Property Management Services Agreements and the transactions contemplated thereunder. An Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on the Six Property Management Services Agreements and the transactions contemplated thereunder. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details of the Six Property Management Services Agreements and the transactions contemplated thereunder; (ii) a letter from the 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 convening the SGM, is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and 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 approving the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge, 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 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 at the SGM in respect of the proposed resolution(s) relating to the 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. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed established to consider advise the Six Property Management Services Agreements Independent Shareholders as to the fairness and reasonableness in respect of the 2018 Mutual Supply Agreement (including the proposed annual caps) and the transactions contemplated thereunderconditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2018 Financial Services Agreement. An Independent Financial Adviser has been independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on in respect of 2018 Mutual Supply Agreement (including the Six Property Management Services Agreements proposed annual caps) and the transactions contemplated thereunderconditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2018 Financial Services Agreement. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details of 2018 Mutual Supply Agreement (including the Six Property Management Services Agreements proposed annual caps) and the transactions contemplated thereunder; conditional Deposit Services (iiincluding the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2018 Financial Services Agreement, a letter from the Independent Board Committee to the Independent Shareholders in relation toShareholders, among other things, the Six Property Management Services Agreements; (iii) a letter from the Independent Financial Adviser containing its advice to independent financial adviser, such other information as required under the Independent Board Committee Listing Rules and the Independent Shareholders; and (iv) a notice convening of the SGM, EGM is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx19 December 2018, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxxwhich is more than 15 business days after the publication of this announcement, being so as to allow sufficient time for the Directors, are also directors preparation of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained from voting on the relevant board resolutions approving information for inclusion in the Six Property Management circular. RENEWAL OF THE EXISTING AGREEMENTS Reference is made to the prospectus of the Company dated 19 October 2016, the announcement of the Company dated 23 November 2016, the circular of the Company dated 20 December 2016 and the poll results announcement of the Company dated 9 January 2017 in relation to, inter alia, the continuing connected transactions regarding the Existing Agreements. As the Existing Expiring Agreements will be expired on 31 December 2018, the 2017 Financial Services Agreement will be expired on 31 December 2019 and the Company intends to continue the various transactions contemplated under the Existing Agreements and to renew the relevant agreements for a term of three years. Accordingly, the Board announces that the Company (or its subsidiary) entered into the New Huiyang Lijiang Garden Carpark Management Services AgreementAgreements with COFCO, and COFCO Finance, COFCO Sunshine or Bapton (as the transactions contemplated thereunder. Save as disclosed above, case may be) on 23 November 2018 to renew the best of the Directors’ knowledge, 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 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 Existing Agreements, and the associates of each of them, will abstain from voting at the SGM in respect of the proposed resolution(s) relating to the 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. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx XxxxxxDirectors) has been formed in accordance with Chapter 14A of the Listing Rules to consider advise the Six Property Management Services Agreements Independent Shareholders on whether the terms and the transactions contemplated thereunderproposed annual caps for the three years ending 31 December 2024 for each of the Master Service Agreement and the Master Charter Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. An In addition, the Company has appointed Red Sun Capital Limited as the Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on in this regard. EGM The EGM will be held to consider and, if thought fit, passing the Six Property Management Services Agreements ordinary resolutions to approve, among other matters, the Master Service Agreement, the Master Charter Agreement and the transactions respectively contemplated thereunder, and the respective proposed annual caps. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details As at the date of the Six Property Management Services Agreements announcement, YTO Global Holdings Limited and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee its associates will be required 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 convening the SGM, is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, being the Directors, are also directors of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained abstain from voting on the relevant board resolutions approving relating to the Six Property Management Services Agreements Master Service Agreement and the New Huiyang Lijiang Garden Carpark Management Services AgreementMaster Charter Agreement and all transactions respectively contemplated thereunder, and the transactions contemplated thereunderrespective proposed annual caps at the EGM. Save as disclosed abovedisclosed, to the best of the Directors’ knowledge, information and belief 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 abovementioned Directors (if any) who shall be entitled to vote at the SGM, but who have Shareholder has a material interest in the Six Property Management Services Agreements, Master Service Agreement and the associates of each of them, will Master Charter Agreement and therefore no other Shareholder is required to abstain from voting at the SGM 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 proposed resolution(s) relating to Master Service Agreement and the Six Property Management Services Agreements 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. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed established to consider advise the Six Property Management Services Agreements Independent Shareholders in respect of the 2021 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2021 Financial Services Agreement. An The Company has appointed Oriental Patron as Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on in respect of the Six Property Management Services Agreements 2021 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2021 Financial Services Agreement. DESPATCH OF CIRCULAR EGM The EGM will be convened by the Company at which resolutions will be proposed to consider and, if thought fit, approving the 2021 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement. Notice convening the EGM will be despatched to the Shareholders as soon as practicable. As at the 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. COFCO Group and its respective associates will abstain from voting at the EGM in respect of the resolutions to consider the 2021 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement as a result of having material interests therein. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, save as disclosed in this announcement, no other Shareholder is required to abstain from voting at the EGM. A circular containing, among other things, (i) further details of the Six Property Management Services Agreements 2021 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2021 Financial Services Agreement; (ii) a letter from the Independent Board Committee to containing its opinions and recommendations in respect of the Independent Shareholders in relation to, among other things, 2021 Mutual Supply Agreement (including the Six Property Management proposed annual caps) and the Deposit Services Agreements(including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent ShareholdersShareholders containing its opinion in respect of the 2021 Mutual Supply Agreement (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement; such other information as required under the Listing Rules; and (iv) a notice convening of the SGMEGM, is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx 31 December 2021 as additional time is required for the preparation and 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 approving the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. Save as disclosed above, to the best finalisation of the Directors’ knowledge, 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 contents of the 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 at the SGM in respect of the proposed resolution(s) relating to the Six Property Management Services Agreements and the transactions contemplated thereundercircular.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An The Independent Board Committee comprising all the independent non-executive Directors (namely, Xx. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed established by the Company to consider advise the Six Property Management Services Agreements Independent Shareholders as to the fairness and reasonableness in respect of the 2021 Mutual Supply Agreement (including the proposed annual caps) and the transactions contemplated thereunderconditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. An The Company has appointed Oriental Patron as Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on in respect of 2021 Mutual Supply Agreement (including the Six Property Management Services Agreements proposed annual caps) and the transactions contemplated thereunderconditional Deposit Services (including the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details of 2021 Mutual Supply Agreement (including the Six Property Management Services Agreements proposed annual caps) and the transactions contemplated thereunder; conditional Deposit Services (iiincluding the Proposed Deposit Cap) to be provided by COFCO Finance pursuant to the 2021 Financial Services Agreement, a letter from the Independent Board Committee to the Independent Shareholders in relation toShareholders, among other things, the Six Property Management Services Agreements; (iii) a letter from the Independent Financial Adviser containing its advice to Adviser, such other information as required under the Independent Board Committee Listing Rules and the Independent Shareholders; and (iv) a notice convening of the SGM, EGM is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx31 December 2021, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxxwhich is more than 15 business days after the publication of this announcement, being so as to allow sufficient time for the Directors, are also directors preparation of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained from voting on the relevant board resolutions approving information for inclusion in the Six Property Management Services circular. Reference is made to the Company’s announcement dated 23 November 2018, circular dated 4 February 2019, announcement dated 9 September 2019, circular dated 29 October 2019, announcement dated 9 July 2021, and circular dated 25 August 2021, in relation to, inter alia, the continuing connected transactions regarding the Existing Agreements. As the Existing Agreements and will be expired on 31 December 2021, the Company intends to enter into New Agreements to carry out relevant transactions for a term of three years. Accordingly, the Board announces that the Company entered into the New Huiyang Lijiang Garden Carpark Management Services Agreement, Agreements with COFCO and the transactions contemplated thereunderCOFCO Finance on 16 November 2021 (after trading hours). Save as disclosed above, to the best of the Directors’ knowledge, 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 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 at the SGM in respect of the proposed resolution(s) relating to the Six Property Management Services Agreements and the transactions contemplated thereunder.NON-EXEMPT CONTINUING CONNECTED TRANSACTION: 2021 MUTUAL SUPPLY AGREEMENT

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. An Independent Board Committee comprising all the independent non-executive Directors (namelyDirectors, namely Xx. Xxxxxx Xxx Xxx Xxxxx, Xx. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxxxx Xxx Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed Xxxxxxx, will be established by the Company to consider the Six Property Management Services Agreements 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. An Grande Capital has been appointed as the Independent Financial Adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on as to the Six Property Management Services Agreements foregoing matters. AGM 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. DESPATCH OF CIRCULAR A circular containing, among other things, (i) further details thereunder at the AGM of the Six Property Management Services Agreements and Company. For details including the transactions contemplated thereunder; (ii) a letter from date of the Independent Board Committee AGM, please refer to the Independent Shareholders in relation to, among other things, notice of 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 convening the SGM, is expected AGM to be despatched to issued by the Shareholders on or before 16 March 2023Company in due course. Each of Mr. XXX XxxxxxKong, Xx. XX Xxxxxxxx Xxxx and Xx. XX Xxxxxxxx, being the Directors, are also directors of certain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained Xxxxxxxxx Year and their respective associates will abstain from voting on the relevant board resolutions to be proposed at the AGM for approving the Six Property Management Services Agreements and Proposed Annual Caps, the New Huiyang Lijiang Garden Carpark Management Services Agreement, Subcontracting Framework Agreement and the transactions contemplated thereunder. Save as disclosed abovefor Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of the Directors’ knowledgeCompany, 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 none of the abovementioned Directors (if any) who shall be entitled Shareholders are required 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 at on the SGM ordinary resolutions in respect of the proposed resolution(s) relating relation to the Six Property Management Services Agreements 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. Xxxxx XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. XXXXX Xxxx Xxxxxx) has been formed established to consider advise the Six Property Management Services Agreements Independent Shareholders in respect of the 2018 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2018 Financial Services Agreement. An Independent Financial Adviser has been independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on in respect of the Six Property Management Services Agreements 2018 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2018 Financial Services Agreement. DESPATCH OF CIRCULAR EGM The 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 (including the proposed annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement. Notice convening the EGM will be despatched to the Shareholders as soon as practicable. As at the 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. COFCO Group and its respective associates will abstain from voting at the EGM in respect of the resolutions to consider 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 as a result of having material interest therein. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, save as disclosed in this announcement, no other Shareholder is required to abstain from voting at the EGM. A circular containing, among other things, (i) further details of the Six Property Management Services Agreements 2018 Mutual Supply Agreement (including the proposed annual caps) and the transactions Deposit Services (including Proposed Deposit Cap) contemplated thereunderunder the 2018 Financial Services Agreement; (ii) a letter from the Independent Board Committee to containing its opinions and recommendations in respect of the Independent Shareholders in relation to, among other things, 2018 Mutual Supply Agreement (including the Six Property Management proposed annual caps) and the Deposit Services Agreements(including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser containing its advice independent financial adviser to the Independent Board Committee and the Independent ShareholdersShareholders 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 under the 2018 Financial Services Agreement; such other information as required under the Listing Rules; and (iv) a notice convening of the SGMEGM, is expected to be despatched to the Shareholders on or before 16 March 2023. Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx 19 December 2018 as additional time is required for the preparation and 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 approving the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. Save as disclosed above, to the best finalisation of the Directors’ knowledge, 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 contents of the 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 at the SGM in respect of the proposed resolution(s) relating to the Six Property Management Services Agreements and the transactions contemplated thereundercircular.