Common use of INDEPENDENT BOARD COMMITTEE Clause in Contracts

INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be formed in accordance with Chapter 20 of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. Merdeka Corporate Finance Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Tenancy Agreements and the transactions contemplated thereunder. The Company will seek the Independent Shareholders’ approval regarding the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Agreements and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. Xxx, a controlling shareholder, an executive Director and the chairman of the Company, is interested in 262,980,000 Shares (representing approximately 65.75% of the issued share capital of the Company), of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Xxxx Xxx; and (ii) Xx. Xxx, an executive Director, was interested in 36,032,000 Shares in the Company (representing approximately 9.01% of the issued share capital of the Company), of which 20,720,000 Shares were held as beneficial owner, 15,300,000 Shares were directly held through Jumbo Sino and 12,000 Shares were held by his spouse. Accordingly, Xx. Xxx, Xx. Xxx, Xxxx Xxx, Xxxxx Xxxx and their respective close associates will abstain from voting on the relevant ordinary resolution in relation to the Tenancy Agreements and the transactions contemplated thereunder to be proposed at the AGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save as the aforesaid Shareholders, no Shareholder (or its/his/her close associates) has any material interest in the Tenancy Agreements and will be required to abstain from voting at the AGM to be convened for the purpose of considering and, if thought fit, approving the Tenancy Agreements and the transactions contemplated thereunder. A circular containing, among others, (i) details of the Tenancy Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Tenancy Agreements and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Tenancy Agreements and the transactions contemplated thereunder; (iv) other information required to be included in the circular under the GEM Listing Rules; and (v) a notice convening the AGM, is expected to be despatched to the Shareholders on or before 25 April 2022 as additional time is required for the Company to prepare and finalise certain information for inclusion in the circular..

INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be formed in accordance with Chapter 20 14A of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Lease Agreements and the transactions contemplated thereunder. Merdeka Corporate Finance Limited has been An independent financial adviser will be appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Tenancy Lease Agreements and the transactions contemplated thereunder. The An EGM will be convened and held by the Company will to seek the Independent Shareholders’ approval regarding the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Lease Agreements and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. XxxBeijing Haihongyuan, a controlling shareholder, an executive Director and the chairman of the Company, is interested in 262,980,000 Shares (representing holds approximately 65.759.33% of the issued share capital of equity interest in the Company. It and the Lessors are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* ( 海 南 省 慈 航 公 益 基 金 會 ); therefore, of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Xxxx Xxx; and (ii) Xx. Xxx, an executive Director, was Beijing Haihongyuan is considered to be materially interested in 36,032,000 Shares in the Company (representing approximately 9.01% of the issued share capital of the Company), of which 20,720,000 Shares were held as beneficial owner, 15,300,000 Shares were directly held through Jumbo Sino and 12,000 Shares were held by his spouse. Accordingly, Xx. Xxx, Xx. Xxx, Xxxx Xxx, Xxxxx Xxxx and their respective close associates will is required to abstain from voting on at the relevant ordinary resolution EGM in relation to respect of the Tenancy Lease Agreements and the transactions contemplated thereunder thereunder. Save as disclosed above, to be proposed at the AGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save as the aforesaid Shareholdersenquires, no Shareholder (or its/his/her close associates) has any a material interest in the Tenancy Lease Agreements and will be the transactions contemplated thereunder and no Shareholder is required to abstain from voting at the AGM to be convened for the purpose EGM in respect of considering and, if thought fit, approving the Tenancy Lease Agreements and the transactions contemplated thereunder. A circular containing, among othersinter alia, (i) details of the Tenancy Lease Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Tenancy Lease Agreements and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser independent financial adviser to be appointed by the Company to the Independent Board Committee and the Independent Shareholders in relation to the Tenancy Lease Agreements and the transactions contemplated thereunder; (iv) other information required to be included in the circular under the GEM Listing Rules; and (v) a notice convening the AGM, EGM is expected to be despatched to the Shareholders on or before 25 April 2022 10 August 2021 as additional time is required for the Company to prepare and finalise certain information for inclusion in the circular... Reference is made to the announcement of the Company dated 17 July 2018 and circular of the Company dated 14 September 2018 in relation to leases entered into between the Group and its connected persons for a term of three years which has expired on 30 June 2021. With a view of satisfying the operation needs of the Group, Garden Lane Hotel, an indirect non-wholly-owned subsidiary of the Company, entered into the Lease Agreements with the Lessors on 13 July 2021, pursuant to which the Lessors agreed to lease the Leased Properties to Garden Lane Hotel for a term commencing from 1 September 2021 to 31 December 2022. Date : 13 July 2021 Parties : Xxxxxx Xxxxxxxxxx (as lessor) Garden Lane Hotel (as lessee) As at the date of this announcement, the Company and Dalian Changjiang are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* (海南省慈航公益基金 會 ). Therefore, Xxxxxx Xxxxxxxxxx is deemed to be a connected person of the Company under Chapter 14A of the Listing Rules. Leased Premises : Leased Property A located at Xx. 000, Xxxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxx, xxx XXX* ( 中 國大連市中山區長江路 000 號), with area of 39,365.29 square metres Rental : The monthly rental payable under the lease is RMB791,666.67 (i.e. RMB9,500,000 per annum), which is not upward-adjustable by Xxxxxx Xxxxxxxxxx for any reason. Property management fees and utilities fees arising from the usage of the Leased Property A shall be borne by Garden Lane Hotel. The rental payments are expected to be satisfied by the internal resources of the Group in its usual and ordinary course of business. Parties : Changchun Mingmen (as lessor) Garden Lane Hotel (as lessee) As at the date of this announcement, the Company and Changchun Mingmen are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* (海南省慈航公益基金 會 ). Therefore, Changchun Mingmen is deemed to be a connected person of the Company under Chapter 14A of the Listing Rules. Leased Premises : Leased Property B located at Xx. 0000, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx, xxx XXX* (中國長春市朝陽區人民大街0000號), with area of 18,718.97 square metres Rental : The monthly rental payable under the lease is RMB296,071.71 ( i . e . RMB3,552,860.51 per annum), which is not upward-adjustable by Changchun Mingmen for any reason. Property management fees and utilities fees arising from the usage of the Leased Property B shall be borne by Garden Lane Hotel. The rental payments are expected to be satisfied by the internal resources of the Group in its usual and ordinary course of business. Lease Agreement C Parties : Jilin Tourism (Changbaishan Hotel* (長白山賓館)) (as lessor) Garden Lane Hotel (as lessee) As at the date of this announcement, the Company and Jilin Tourism (Changbaishan Hotel* (長白山賓館 )) are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* (海南省慈航公益基金會). Therefore, Jilin Tourism (Changbaishan Hotel* (長白山賓館)) is deemed to be a connected person of the Company under Chapter 14A of the Listing Rules. Leased Premises : Leased Property C located at Xx. 0000, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx, xxx XXX* (中國長春市朝陽區新民大街0000號), with area of 37,004.04 square metres Rental : The monthly rental payable under the lease is RMB585,280.57 ( i . e . RMB7,023,366.79 per annum), which is not upward-adjustable by Jilin Tourism (Changbaishan Hotel* (長白山賓館)) for any reason. Property management fees and utilities fees arising from the usage of the Leased Property C shall be borne by Garden Lane Hotel. The rental payments are expected to be satisfied by the internal resources of the Group in its usual and ordinary course of business. Parties : Jilin Tourism (Zijinghua Hotel* (紫荊花飯店)) (as lessor) Garden Lane Hotel (as lessee) As at the date of this announcement, the Company and Jilin Tourism (Zijinghua Hotel* (紫荊花飯店)) are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* (海南省慈航公益基金會). Therefore, Jilin Tourism (Zijinghua Hotel* (紫荊花飯店)) is deemed to be a connected person of the Company under Chapter 14A of the Listing Rules. Leased Premises : Leased Property D located at Xx. 0000, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxxx, xxx XXX* (中國長春市南關區人民大街0000號), with area of 33,401.97 square metres Rental : The monthly rental payable under the lease is RMB528,307.83 ( i . e . RMB6,339,693.91 per annum), which is not upward-adjustable by Jilin Tourism (Zijinghua Hotel* (紫荊花飯店)) for any reason. Property management fees and utilities fees arising from the usage of the Leased Property D shall be borne by Garden Lane Hotel. The rental payments are expected to be satisfied by the internal resources of the Group in its usual and ordinary course of business. The principal common terms of the Lease Agreements are set out below: Term : 1 September 2021 to 31 December 2022, subject to the approval of the Independent Shareholders at the EGM Usage : Hotel and ancillary operations Delivery : The Leased Properties shall be delivered by the Lessors to Garden Lane Hotel for its use before 1 September 2021. Renewal : Garden Lane Hotel may by notice in writing to the Lessors three (3) months prior to the expiry of the initial term under the Lease Agreements renew the leases thereunder. The parties may negotiate renewal conditions (including rent) and, subject to Garden Lane Hotel having completed and fulfilled its approval procedures and requirements, enter into an agreement extending the terms of the Lease Agreements for a further two (2) years. The Lessors have undertaken to Garden Lane Hotel that upon expiry of the term of the Lease Agreements, Garden Lane Hotel shall enjoy a right of first refusal to enter into leases in respect of the Leased Properties on the basis of equal terms. The Company will re-comply with the requirements under Chapter 14 and Chapter 14A of the Listing Rules upon the renewal of the Lease Agreements. Payment term : The rental payments and management fees (if applicable) shall be paid on a monthly basis before the 15th day of each month by way of bank transfer, cheque, bill of exchange or cash etc.. Early termination : Each of the parties to each Lease Agreement may by two (2) months’ prior notice in writing to the other party terminate each Lease Agreement, subject to the settlement of all fees and payments due.

INDEPENDENT BOARD COMMITTEE. An The Independent Board Committee (comprising all the independent non-executive Directors will be Directors) has been formed in accordance with Chapter 20 of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Agreements Investment Agreement and the transactions contemplated thereunder. Merdeka Corporate Finance Limited has been appointed by the Company as the The Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on in respect of the Tenancy Agreements Investment Agreement and the transactions contemplated thereunder. The EGM will be convened by the Company will seek for the Independent Shareholders’ approval regarding Shareholders to consider and, if thought fit, approve, among other things, the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Agreements Investment Agreement and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. Xxx, a controlling shareholder, an executive Director and the chairman of the Company, Xxx Xxxxxxxxx is interested in 262,980,000 Shares 50% of the equity interest in Shandong Finance Energy and is therefore deemed to have a material interest in the Investment Agreement and the transactions contemplated thereunder. As such, Xx. Xxx Xxxxxxxxx and his associates (including Fujincheng which holds 1,118,460,000 Shares, representing approximately 65.7574.86% of the issued share capital of the Company), of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Xxxx Xxx; and (ii) Xx. Xxx, an executive Director, was interested in 36,032,000 Shares in the Company (representing approximately 9.01% of the issued share capital of the Company), of which 20,720,000 Shares were held as beneficial owner, 15,300,000 Shares were directly held through Jumbo Sino and 12,000 Shares were held by his spouse. Accordingly, Xx. Xxx, Xx. Xxx, Xxxx Xxx, Xxxxx Xxxx and their respective close associates will are required to abstain from voting on the relevant ordinary resolution resolutions in relation to the Tenancy Agreements Investment Agreement and the transactions contemplated thereunder to be proposed at the AGMEGM. To Save as disclosed above, to the best of the Directors’ knowledge, information and belief of the Directorsbelief, having made all reasonable enquiries, save as the aforesaid Shareholders, no other Shareholder (or its/his/her close associates) has any a material interest in the Tenancy Agreements Investment and will be is therefore required to abstain from voting at the AGM to be convened for EGM on the purpose of considering and, if thought fit, approving the Tenancy Agreements and the transactions contemplated thereunderrelevant resolution(s). A circular containing, among others, (i) details of the Tenancy Agreements and the transactions contemplated thereunderInvestment Agreement; (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders in relation to the Tenancy Agreements and the transactions contemplated thereunderShareholders; (iii) a letter of advice from the Independent Financial Adviser containing its advices to the Independent Board Committee and the Independent Shareholders in relation to the Tenancy Agreements and the transactions contemplated thereunderShareholders; (iv) other information required to be included in the circular under notice of the GEM Listing RulesEGM; and (v) a notice convening other information in relation to the AGMCompany as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 25 April 2022 as additional time is required for 13 January 2023 in accordance with the Company to prepare and finalise certain information for inclusion in requirements under the circular..Listing Rules.

INDEPENDENT BOARD COMMITTEE. An Independent Board Committee comprising all the independent non-executive Directors will be formed in accordance with Chapter 20 14A of the GEM Listing Rules to advise the Independent Shareholders on the Tenancy Lease Agreements and the transactions contemplated thereunder. Merdeka Corporate Finance Limited has been An independent financial adviser will be appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Tenancy Lease Agreements and the transactions contemplated thereunder. The An EGM will be convened and held by the Company will to seek the Independent Shareholders’ approval regarding the Tenancy Agreements and the transactions contemplated thereunder at the forthcoming AGM. Any Shareholders who are involved in or interested in the Tenancy Agreements are required to abstain from voting on the relevant ordinary resolution approving the Tenancy Lease Agreements and the transactions contemplated thereunder. As at the date of this announcement, (i) Xx. Xxx, a controlling shareholder, an executive Director and the chairman of the Company, is interested in 262,980,000 Shares (representing Beijing Haihongyuan holds approximately 65.759.33% of the issued share capital of equity interests in the Company. It and the Lessors are controlled by the common de facto controller, namely Hainan Province Cihang Foundation* (海南省慈航公益基金會); therefore, of which 14,280,000 Shares were held as beneficial owner and 248,700,000 Shares were indirectly held through Xxxx Xxx; and (ii) Xx. Xxx, an executive Director, was Beijing Haihongyuan is considered to be materially interested in 36,032,000 Shares in the Company (representing approximately 9.01% of the issued share capital of the Company), of which 20,720,000 Shares were held as beneficial owner, 15,300,000 Shares were directly held through Jumbo Sino and 12,000 Shares were held by his spouse. Accordingly, Xx. Xxx, Xx. Xxx, Xxxx Xxx, Xxxxx Xxxx and their respective close associates will is required to abstain from voting on at the relevant ordinary resolution EGM in relation to respect of the Tenancy Lease Agreements and the transactions contemplated thereunder thereunder. Save as disclosed above, to be proposed at the AGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save as the aforesaid Shareholdersenquires, no Shareholder (or its/his/her close associates) has any a material interest in the Tenancy Lease Agreements and will be the transactions contemplated thereunder and no Shareholder is required to abstain from voting at the AGM to be convened for the purpose EGM in respect of considering and, if thought fit, approving the Tenancy Lease Agreements and the transactions contemplated thereunder. A circular containing, among othersinter alia, (i) details of the Tenancy Lease Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Tenancy Lease Agreements and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser independent financial adviser to be appointed by the Company to the Independent Board Committee and the Independent Shareholders in relation to the Tenancy Lease Agreements and the transactions contemplated thereunder; (iv) other information required to be included in the circular under the GEM Listing Rules; and (v) a notice convening the AGM, EGM is expected to be despatched to the Shareholders on or before 25 April 2022 10 August 2021 as additional time is required for the Company to prepare and finalise certain information for inclusion in the circular...