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

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Equity Transfer Agreement and the transactions contemplated thereunder. In this connection, an Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Equity Transfer Agreement and the transactions contemplated thereunder. As disclosed in the section headed “Relationship between the Vendor and CDH Company”, there is a close association between CDH Company and its associates on the one hand and the Vendor on the other hand, and the Vendor is therefore a connected person of the Company. As CDH Company and its associates are considered to have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder, CDH Company and its associates and those who are interested in the Equity Transfer Agreement and the transactions contemplated thereunder will be required to abstain from voting on the resolutions in relation to the Equity Transfer Agreement and the transactions contemplated thereunder. Save as abovementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. In this connection, an Opus Capital Limited has been appointed as the Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of on the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. The An EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. Pursuant to Rule 14A.36 of the Listing Rules, any Shareholder with a material interest in the relevant connected transaction must abstain from voting on the relevant resolution at the EGM. As disclosed in the section headed “Relationship between the Vendor and CDH Company”, there is a close association between CDH Company and its associates Information on the one hand and the Vendor on the other handPurchaser” above, and the Vendor is therefore a connected person of the Company. As CDH Company and its associates are considered to have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder, CDH Company and its associates and those who are interested in the Equity Transfer Agreement and the transactions contemplated thereunder Mr. Xxxx Xxx will be required to abstain from voting on the resolutions in relation to resolution approving the Equity Transfer Agreement and the transactions contemplated thereunderDisposal. Save as abovementionedfor Mr. Xxxx Xxx, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM for the relevant resolutionsresolution.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Equity Transfer Capital Contribution Agreement and the transactions contemplated thereunder. In this connection, an Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of on the Equity Transfer Capital Contribution Agreement and the transactions contemplated thereunder. The EGM SGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Equity Transfer Capital Contribution Agreement and the transactions contemplated thereunder. As disclosed in China Times, the section headed “Relationship between the Vendor Parent Company, CNMC and CDH Company”, there is a their respective close association between CDH Company and its associates on the one hand and the Vendor on the other hand, and the Vendor is therefore a connected person of the Company. As CDH Company and its associates are considered to have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder, CDH Company and its associates and those who are interested in the Equity Transfer Agreement and the transactions contemplated thereunder will be required to abstain from voting on the resolutions in relation to resolution approving the Equity Transfer Capital Contribution Agreement and the transactions contemplated thereunder. Save as abovementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Equity Transfer Capital Contribution Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM SGM for the relevant resolutions.resolution. A circular containing, among others, (i) further details of the Capital Contribution Agreement and the transactions contemplated thereunder; (ii) the letter of advice from the Independent Financial Adviser; (iii) the letter of recommendation from the Independent Board Committee;

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. In this connection, an Opus Capital Limited has been appointed as the Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of on the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. The An EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Equity Transfer Sale and Purchase Agreement and the transactions contemplated thereunder. As disclosed in the section headed “Relationship between the Vendor and CDH Company”A circular containing, there is a close association between CDH Company and its associates among other things, (i) further information on the one hand Sale and the Vendor on the other hand, and the Vendor is therefore a connected person of the Company. As CDH Company and its associates are considered to have a material interest in the Equity Transfer Purchase Agreement and the transactions contemplated thereunder, CDH Company and its associates and those who are interested in ; (ii) a letter from the Equity Transfer Agreement and the transactions contemplated thereunder will be required to abstain from voting on the resolutions in relation Independent Board Committee to the Equity Transfer Independent Shareholders containing its recommendation in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Save as abovementioned, ; (iii) a letter from the Independent Financial Adviser to the best Independent Board Committee and the Independent Shareholders containing its recommendation in respect of the Directors’ knowledge, information Sale and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Equity Transfer Purchase Agreement and the transactions contemplated thereunder thereunder; and therefore(iv) the notice of the EGM, no other Shareholder is required expected to abstain from voting at be despatched to the EGM for the relevant resolutionsShareholders on or before 22 January 2021.