Common use of LISTING RULES IMPLICATION Clause in Contracts

LISTING RULES IMPLICATION. As at the date of this announcement, Yitai Group, directly and indirectly, holds 58.76% of the existing issued share capital of the Company and is a Controlling Shareholder of the Company, and thus constitutes a connected person of the Company. Meanwhile, the Company and Yitai Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person of the Company. Therefore, the Revised Financial Services Framework Agreement entered into between the Company and Yitai Finance and the transactions contemplated thereunder constitute the Continuing Connected Transactions of the Company under Chapter 14A of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 25%, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered and approved the resolution regarding the entering into of the Revised Financial Services Framework Agreement. As Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxx, Mr. Xx Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Mr. Xxx Xxxx, Mr. Xx Xxxxxx and Xx. Xxxx Like, all being Directors of the Company, are deemed to have material interests in the above transactions, they have abstained from voting on the above resolution accordingly. Save for the above persons, other Directors have no interests in the above resolution. The Directors (including the independent non-executive Directors) are of the view that the entering into of the Revised Financial Services Framework Agreement and new annual caps contemplated thereunder are entered into on normal commercial terms in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company has appointed Gram Capital Limited (a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activities under the SFO) as the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution at the extraordinary general meeting of the Company. The independent board committee comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution, after taking into account the recommendations of the independent financial adviser.

LISTING RULES IMPLICATION. As at The GRGC is the date largest Shareholder of this announcement, Yitai Group, directly the Company and indirectly, holds 58.76owns an aggregate of 37.12% of the existing issued share capital of the Company and Company. The CRC is a Controlling Shareholder the de facto controller of the CompanyGRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and thus constitutes personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company. MeanwhileCompany under the Listing Rules from 1 January 2017, and the Company transactions between the CRC Group Companies and Yitai the Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person of Companies under the Company. Therefore, the Revised Financial Comprehensive Services Framework Agreement entered into between will constitute continuing connected transactions of the Company and Yitai Finance and under the transactions contemplated thereunder constitute Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 25%, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services requirement pursuant to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered and approved the resolution regarding the entering into of the Revised Financial Services Framework Agreement. As Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxx, Mr. Xx Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Mr. Xxx Xxxx, Mr. Xx Xxxxxx and Xx. Xxxx Like, all being Directors of the Company, are deemed to have material interests in the above transactions, they have abstained from voting on the above resolution accordingly. Save for the above persons, other Directors have no interests in the above resolution. The Directors (including excluding the independent non-executive DirectorsDirectors whose views will be given after taking into account the advice from the IFA) are of the view consider that the entering into of the Revised Financial Comprehensive Services Framework Agreement and new annual caps contemplated thereunder are is entered into on normal commercial terms in the usual and ordinary and usual course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company has appointed Gram Capital Limited (a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activities will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the SFO) as Comprehensive Services Framework Agreement shall exceed the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the proposed provision of deposit services Proposed Annual Caps or that there is any material amendment to the Company terms of the Comprehensive Services Framework Agreement. Xx. Xx Xxxx, Mr. Sun Jing, Xx. Xx Zhiming and Xx. Xxxx Xxxxxxxx were considered to have material interests in the transactions contemplated under the Revised Financial Comprehensive Services Framework Agreement by virtue of being employed by GRGC and its new annual cap are entered into had thus abstained from voting on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote Board resolutions in respect of the above resolution at the extraordinary general meeting foregoing transaction. Save as disclosed above, none of the Company. The independent board committee comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are material interest in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution, after taking into account the recommendations of the independent financial adviserContinuing Connected Transactions.

LISTING RULES IMPLICATION. As at The GRGC is the date largest Shareholder of this announcement, Yitai Group, directly the Company and indirectly, holds 58.76owns an aggregate of 37.12% of the existing issued share capital of the Company and Company. The CRC is a Controlling Shareholder the de facto controller of the CompanyGRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and thus constitutes personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company. MeanwhileCompany under the Listing Rules from 1 January 2017, and the Company transactions between the CRC Group Companies and Yitai the Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person of Companies under the Company. Therefore, the Revised Financial Comprehensive Services Framework Agreement entered into between will constitute continuing connected transactions of the Company and Yitai Finance and under the transactions contemplated thereunder constitute Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 25%, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services requirement pursuant to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered and approved the resolution regarding the entering into of the Revised Financial Services Framework Agreement. As Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxx, Mr. Xx Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Mr. Xxx Xxxx, Mr. Xx Xxxxxx and Xx. Xxxx Like, all being Directors of the Company, are deemed to have material interests in the above transactions, they have abstained from voting on the above resolution accordingly. Save for the above persons, other Directors have no interests in the above resolution. The Directors (including excluding the independent non-executive DirectorsDirectors whose views will be given after taking into account the advice from the IFA) are of the view consider that the entering into of the Revised Financial Comprehensive Services Framework Agreement and new annual caps contemplated thereunder are is entered into on normal commercial terms in the usual and ordinary and usual course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company has appointed Gram Capital Limited (a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activities will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the SFO) as Comprehensive Services Framework Agreement shall exceed the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the proposed provision of deposit services Proposed Annual Caps or that there is any material amendment to the Company terms of the Comprehensive Services Framework Agreement. Xx. Xx Xxxx, Mr. Xxx Xxxx, Xx. Xx Xxxxxxx and Xx. Xxxx Xxxxxxxx were considered to have material interests in the transactions contemplated under the Revised Financial Comprehensive Services Framework Agreement by virtue of being employed by GRGC and its new annual cap are entered into had thus abstained from voting on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote Board resolutions in respect of the above resolution at the extraordinary general meeting foregoing transaction. Save as disclosed above, none of the Company. The independent board committee comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are material interest in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution, after taking into account the recommendations of the independent financial adviserContinuing Connected Transactions.

LISTING RULES IMPLICATION. As at the date of this announcement, Yitai Groupthe Agent is ultimately owned as to 89.5% by Xx. Xxx, directly a non-executive Director and indirectly, holds 58.76% of the existing issued share capital of the Company and is a Controlling Shareholder controlling shareholder of the Company, and thus constitutes 10.5% by his spouse, Ms. Fu. It is therefore an associate of Xx. Xxx and a connected person of the Company. MeanwhileTo avoid any possible conflict of interest, Xx. Xxx has abstained from voting on the Board resolutions approving the Construction Management Services Entrustment Agreement and the Annual Caps. Save for Xx. Xxx, no other Director has a material interest in the Construction Management Services Entrustment Agreement and was required to abstain from voting on the relevant Board resolutions. As the Business Cooperation Framework Agreement and the Construction Management Services Entrustment Agreement were entered into by members of the Group with parties who are connected with one another and the Business Cooperation Framework Agreement has continued during the previous 12 months, the Company and Yitai Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person Board is of the Company. Therefore, the Revised Financial Services Framework Agreement entered into between the Company and Yitai Finance and view that the transactions contemplated thereunder constitute the Continuing Connected Transactions of the Company under Chapter 14A of the Listing Rulesthese two agreements should be aggregated. As each of the highest applicable percentage ratio ratios of the Annual Caps of the Construction Management Services Entrustment Agreement, when aggregated with the annual caps under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Business Cooperation Framework Agreement exceeds 25%Agreement, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable is more than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be aggregated transaction constitutes a non-exempt continuing connected transaction of the Company which is subject to the reporting, annual review and announcement requirements but is exempt from independent the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered Company will disclose information in relation to the Construction Management Services Entrustment Agreement in its subsequent published annual reports and approved accounts in accordance with the resolution regarding the entering into of the Revised Financial Services Framework AgreementListing Rules. As Xx. Xxxxx Xxxxxxxx, Xx. Xxx Xxxxxxx, Mr. Xx Xxxxxxx, Xx. Xxxxx Xxxxxxxxx, Mr. Xxx Xxxx, Mr. Xx Xxxxxx and Xx. Xxxx Like, all being Directors of the Company, are deemed to have material interests in the above transactions, they have abstained from voting on the above resolution accordingly. Save for the above persons, other Directors have no interests in the above resolution. The Directors (including the independent non-executive Directors) are of the view INTERNAL CONTROL PROCEDURES To ensure that the entering into of transaction contemplated under the Revised Financial Construction Management Services Framework Entrustment Agreement and new annual caps contemplated thereunder are entered into will be conducted on normal commercial terms in and on terms no less favourable to the ordinary and usual course of business of Group than the Groupterms available to or from Independent Third Parties, and are fair and reasonable and in the interests of relevant fee will be determined on an arm’s length basis, the Group and the Shareholders as a whole. The Company has appointed Gram Capital Limited (a corporation licensed established and adopted the following internal control measures to carry on Type 6 (advising on corporate finance) regulated activities under monitor the SFO) as the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Construction Management Services Framework Agreement and its new annual cap are entered into on normal commercial termsEntrustment Agreement, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution at the extraordinary general meeting of the Company. The independent board committee comprising all independent non-executive Directors has been established by the Company to advise the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution, after taking into account the recommendations of the independent financial adviser.including: