Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and

LISTING RULES IMPLICATIONS. NWD GDI is the immediate controlling shareholder of NWDS the Company and hence a connected person of NWDS. NWD is interested in approximately 57% the Company under Rule 14A.07(1) of the issued share capital Listing Rules. GD Power International (a direct non-wholly owned subsidiary of NWSH as at the date of this announcement and NWSH being GDI) is an associate of NWD is also GDI and hence a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members the New Tenancy Agreement constitutes a connected transaction of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDPursuant to HKFRS 16, the transactions contemplated Company (as tenant) shall recognise the Premises leased under the Master Concessionaire Counter New Tenancy Agreement also constitute continuing connected transactions as a right-of-use asset in the consolidated statement of NWD financial position of the Company. Accordingly, the entering into of the New Tenancy Agreement shall be regarded as an acquisition of asset under Chapter 14A the definition of transaction as set out in Rule 14.04(1)(a) of the Listing Rules. As at the relevant date of the New Tenancy Agreement, the unaudited value of the right-of-use asset recognised under the New Tenancy Agreement is approximately HK$4,095,000. As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect value of the Master Concessionaire Counter right-of-use asset under the New Tenancy Agreement are is more than HK$1,000,000 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 all of the Listing Rules in respect of the Master Concessionaire Counter Agreement applicable ratios are less than 2.55%, the Master Concessionaire Counter New Tenancy Agreement is subject to the reporting and announcement requirements requirements, but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD requirement. As Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx, Xx. XX Xxxxxxxx and Xx. XXXX Xx are directors of certain subsidiaries of Guangdong Holdings and Mr. XXX Xxxxxx is concerned. NWDS will convene the EGM for the purpose also a non-executive director of seeking approval GDI, they have abstained from the Independent Shareholders voting on the Continuing Connected Transactions, relevant Board resolutions approving the CCT Agreements, New Tenancy Agreement and the Annual Capstransactions contemplated thereunder. The Independent Board Committee will be established Save as disclosed, to consider the terms best of the Continuing Connected TransactionsDirectors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the CCT Agreements New Tenancy Agreement and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD is As the controlling shareholder Option Consideration payable by Balmain Asia or, as the case may be, Stella Fashion, for the exercise of NWDS the Options will only be determined with reference to the EBITDA of Ex- PRC JVC or, as the case may be, PRC Distribution JVC, and hence their respective subsidiaries, at the time of exercise of the Options, the highest possible monetary value for the exercise of the Options cannot be ascertained as at the date of this announcement. Under Rule 14.76 of the Listing Rules, the grant, acquisition and exercise of the Options under the Joint Venture Agreements constitute a connected person major transaction of NWDSthe Company and therefore are subject to the announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. NWD is interested In the event that the actual monetary value for the Option Consideration payable or receivable by the Group upon exercise of the Options results in the disposal of the Ex-PRC JVC Option Shares or, as the case may be, the acquisition of the PRC Distribution JVC Option Shares upon exercise of the Options falling within a higher classification of notifiable transaction under Chapter 14 of the Listing Rules, the Company shall make an announcement as soon as practicable and shall comply with the additional requirements of such higher classification under Chapter 14 of the Listing Rules. So far as the Directors are aware of after making reasonable enquiries, none of the Shareholders would have been required to abstain from voting if the Company were to convene a general meeting for the approval of the Joint Venture Agreements and the transactions contemplated thereunder. As such, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44(2) of the Listing Rules. The Relevant Shareholders, a closely allied group of Shareholders holding 504,319,737 Shares in aggregate representing approximately 5763.49% of the issued share capital of NWSH the Company, have given their written approval on the entering into of the Joint Venture Agreements and the transactions contemplated thereunder, including the grant, acquisition and exercise of the Options. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of approving the Joint Venture Agreements and the transactions contemplated thereunder (including the grant, acquisition and exercise of the Options). A circular containing, among other information, further details of the Joint Venture Agreements and the transactions contemplated thereunder will be dispatched to the Shareholders for their reference as soon as practicable but in any event not later than 22 June 2011. PRC Distribution JVC will become the Company’s subsidiary after Completion. As Balmain Asia will become a substantial shareholder of PRC Distribution JVC after Completion, holding 40% of its entire issued share capital (without taking into account the exercise of the PRC Distribution JVC Call Option or the PRC Distribution JVC Put Option), and Balmain Asia will hold 60% of the entire issued share capital of Ex-PRC JVC (without taking into account the exercise of the Ex-PRC JVC Call Option or the Ex-PRC JVC Put Option) and Ex-PRC JVC is therefore an associate of Balmain Asia, both Balmain Asia and Ex-PRC JVC will become connected persons of the Company after the Completion. For so long as they remain as connected persons of the Company, any transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will constitute continuing connected transactions of the Company after Completion. Nevertheless, as these transactions will constitute continuing connected transactions only because they involve a person who is a connected person of the Company only by virtue of its relationship with PRC Distribution JVC, being the Company’s subsidiary, and the value of PRC Distribution JVC’s total assets, profits and revenue are expected to represent less than 10% under the relevant percentage ratios as defined under Rule 14.04(9) of the Listing Rules after the Completion, the Directors expected that the transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will be exempted from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Rule 14A.33(4) of the Listing Rules. The Company will re-comply with the applicable requirements under Chapter 14A of the Listing Rules as and when PRC Distribution JVC no longer meets the exemption requirements under Rule 14A.33(4) of the Listing Rules. Cordwalner Bonaventure Inc., holder of an aggregate of 246,412,214 Shares as at the date of this announcement announcement, is and NWSH being an associate of NWD is also a connected person of NWDS under has been the Listing RulesCompany’s controlling shareholder since the Company’s listing in July 2007. Members The other Relevant Shareholders, which are investment holding companies beneficially owned or controlled by certain Directors, senior management and/or employees of the CTF Jewellery Group or their respective family members, are associates shareholders of CTFCordwalner Bonaventure Inc. holding about 99.69% of its issued share capital. These Directors, which senior management and/or employees of the Group or their respective family members have been the ultimate beneficial owners of Cordwalner Bonaventure Inc. since the Company’s listing. The respective interests of the Relevant Shareholders in turn is a substantial shareholder the Shares and relationship among the Relevant Shareholders are summarised in the table below: Cordwalner Bonaventure Inc. 246,412,214 Owned as to 99.69% by the some of NWD(incorporated in the BVI) (31.02%) the other Relevant Shareholders A Plus Investment Ltd. 23,832,860 Senior management and employees (incorporated in Samoa) (3.00%) of the Group Giant Victory Enterprise Co., a controlling shareholder of NWDS. Accordingly, Ltd. 32,108,821 Family members of Mr. Xxxx Xx-Xxxx (incorporated in Samoa) (4.04%) Xxxxxxxx, an executive Director Blue Diamond Investment Corp. 21,921,870 Wholly-owned by Mr. Xxxx Xx-Xxxx (incorporated in Samoa) (2.76%) Xxxxxxxx, an executive Director Best Trace Limited 1,506,480 Family members of Mr. Xxxx Xx-Xxxx (incorporated in the CTF Jewellery BVI) (0.19%) Xxxxxxxx, an executive Director Merci Capital Limited 28,551,674 Wholly-owned by Xx. Xxxxxx Xxx- (incorporated in the BVI) (3.59%) Xxxxx, Xxxx, an executive Director Name of the Relevant Shareholders (place of incorporation) Number and percentage ofShares The beneficial owner(s) of the Relevant Shareholders Perfect Epoch Limited 26,205,289 Wholly-owned by Xx. Xxxx Xxxx- (incorporated in the BVI) (3.30%) Xxxxx, Xxxx, an executive Director Cassini Inc. 23,610,264 Directors and senior management of (incorporated in the BVI) (2.97%) the Group are also connected persons Huygens Inc. 28,472,442 Senior management and employees (incorporated in the BVI) (3.58%) of NWD the Group Enceladus Investment Inc. 13,450,685 Senior management and NWDS under employees (incorporated in the Listing Rules. ThereforeBVI) (1.69%) of the Group Xanadu Plus Inc. 8,514,388 Senior management and employees (incorporated in the BVI) (1.07%) of the Group Atelier One Inc. 12,482,750 Senior management and employees (incorporated in the BVI) (1.57%) of the Group Atelier Two Inc. 25,460,000 Senior management and employees (incorporated in the BVI) (3.21%) of the Group Atelier Three Inc. 11,790,000 Senior management and employees (incorporated in the BVI) (1.48%) of the Group 504,319,737 (63.49%) In this announcement, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of following expressions shall, unless the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDcontext requires otherwise, have the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andfollowing meanings:

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, CDC is the controlling shareholder Shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57the Company, which together with its subsidiaries holds 34.77% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing RulesCompany. Members Since CDC holds 10% or more of the CTF Jewellery Group are associates equity interests in each of CTFKeqi Coal-based Gas Company and Duolun Coal Chemical Company, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members are subsidiaries of the CTF Jewellery Group Company, such subsidiaries are also therefore connected persons of NWD and NWDS the Company. The transactions under the Listing Rules. Therefore, the Continuing Connected Transactions Sale and Purchase Agreement of Chemical Products and Materials constitute continuing connected transactions of NWDS the Company. Since (i) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi); and (ii) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) above are subject to the reporting and announcement requirements, as well as the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since NWDS all of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount for the sale of Chemical Materials under each of the Procurement Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDhigher than 0.1% but lower than 5%, the transactions for the sale of Chemical Materials under above-mentioned contracts contemplated under thereunder are subject to the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD reporting and announcement requirements, but are exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As The Company will disclose the relevant percentage ratios calculated pursuant to Rule 14.07 details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt A circular containing a letter from the independent shareholders’ approval requirement under board committee of the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval Company and a letter from the Independent Shareholders on the Continuing Connected Transactionsindependent financial advisor, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider both advising the terms of the Continuing Connected Transactionspurchase of natural gas or Chemical Products under the Framework Agreement of Sale of Natural Gas, the CCT Agreements Sale and Purchase Contract of Chemical Products (Keqi) and the Annual CapsSale and Purchase Contract of Chemical Products (Duolun), and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed dispatched to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information shareholders on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 14 January 2016.

LISTING RULES IMPLICATIONS. NWD As Semizbay-U is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH Company as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under announcement, the Listing Rules. Members entering into of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD Purchase Contract and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also thereunder constitute a continuing connected transactions transaction on the part of NWD the Company under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions on an annual basis are more than 2.55%, each of the Continuing Connected Transactions is Purchase Contract and the transactions contemplated thereunder are subject to the reportingannouncement, announcement reporting and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. In view Upon completion of the Acquisition, as Beijing Sino-Kazakh will become a wholly owned subsidiary of the Group, Semizbay-U will cease to be a connected person of the Company. An EGM will be convened and held for the Independent Shareholders to approve the Purchase Contract and the transactions contemplated thereunder. CGNPC, CGNPC-URC and China Uranium Development and their respective associates shall abstain from voting regarding the relevant resolution(s) approving the Purchase Contract and the transactions contemplated thereunder at the EGM. Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxx Xxxxxx have abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of NWD and CTF their holding of positions as directors in CGNPC-URC. Mr. Xx Xxxxxx has also abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of being a director of Semizbay-U. Other than the above, none of the other Directors has a material interest in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain purchase of Natural Uranium as contemplated under the Purchase Contract nor has any of them abstained from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Capsboard resolution. The Independent Board Committee will be comprising all the independent non-executive Directors has been established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether regarding the Continuing Connected Transactions, the CCT Agreements Purchase Contract and the Annual Caps are in transactions contemplated thereunder. Xxxxxx Financial has been appointed as the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed Independent Financial Adviser to advise the Independent Board Committee in this regardand the Independent Shareholders as to the fairness and reasonableness of the Purchase Contract and the transactions contemplated thereunder. A circular of NWDS containing, amongst among others, further information on (i1) details of the Continuing Connected Transactions, the CCT Agreements and the Annual CapsPurchase Contract; (ii2) a letter of recommendation from the Independent Board Committee setting out the recommendation in relation to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andPurchase Contract;

LISTING RULES IMPLICATIONS. NWD is As at the controlling shareholder date of NWDS and hence a connected person of NWDS. NWD this announcement, CE Hong Kong is interested in approximately 5749.74% of the total issued share capital of NWSH the Company and is a controlling shareholder of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement and NWSH announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of NWD CE Hong Kong, is also a connected person of NWDS under the Company pursuant to the Listing Rules. Members Accordingly, each of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members entry of the CTF Jewellery Group are also connected persons of NWD Supplemental Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A payment of the Listing Rules. Since NWDS is Use of Capital Fee constitutes a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, connected transaction for the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of accordance with the Listing Rules in respect of the Master Concessionaire Counter Agreement Use of Capital Fee payable by Pioneer Act to the JV Partner is more than 0.1% but all of them are less than 2.55%, the Master Concessionaire Counter Supplemental Agreement is and the payment of the Use of Capital Fee shall be subject to the reporting and announcement requirements but is exempt from the independent shareholdersShareholders’ approval requirement as set out in Chapter 14A of the Listing Rules. None of the Directors have a material interest in the Supplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, Xx. Xx Xxxxxxx, being both a non-executive Director and Chairman of the Company, and also a director of CE Hong Kong had abstained from voting on the relevant Board resolutions approving the Supplemental Agreement and the transactions contemplated thereunder. Pioneer Act is a company incorporated under the Listing Rules so far laws of the British Virgin Islands with limited liability. It engages in the business of investment holding and is a wholly owned subsidiary of the Company. The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business. The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as NWD at the date hereof and is concernedprincipally engaged in investment holding. NWDS will convene CE Group is a joint stock company incorporated under the EGM for laws of the purpose PRC and an indirect controlling shareholder of seeking approval from the Independent Shareholders on Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. The Joint Venture is a company incorporated under the Continuing Connected Transactionslaws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders Joint Venture is owned as to whether approximately 16.67% by Pioneer Act and 83.33% by the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andJV Partner.

LISTING RULES IMPLICATIONS. As at the date of this announcement, NWD is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD CTFJ is interested in approximately 57% a fellow subsidiary of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, CTFE which in turn is a substantial shareholder of NWD, . CTFJ is therefore a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons person of NWD and also considered to be a connected person of NWDS under and the Listing Rules. Therefore, relevant Concessionaire Transactions and the Continuing Connected Sales Transactions constitute continuing connected transactions of each of NWD and NWDS under Chapter 14A of the Listing Rules. Since the highest of the amounts and all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the New NWDS Concessionaire Annual Caps are more than 5% and exceeds HK$10,000,000 so far as NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDconcerned, the transactions contemplated under renewal of the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of and the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions New NWDS Concessionaire Annual Caps are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules for NWDS. Since the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the New NWD Concessionaire Annual Caps is more than 0.1% but less than 5% so far as NWDS NWD is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect renewal of the Master Concessionaire Counter Agreement and the New NWD Concessionaire Annual Caps are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is are exempt from the independent shareholders’ approval requirement under the Listing Rules for NWD. Since all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions are less than 0.1% so far as NWD is concerned and the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) is less than 5% and the highest of the annual cap amounts in respect of the Sales Transactions for each of the three years ending 30 June 2020 is less than HK$3,000,000 so far as NWDS is concerned. NWDS will convene , the EGM for renewal of the purpose of seeking approval Master Sales Agreement is fully exempt from the Independent Shareholders on the Continuing Connected Transactionsreporting, the CCT Agreements, announcement and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements independent shareholders’ approval requirements for both NWD and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andNWDS.

LISTING RULES IMPLICATIONS. NWD is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD CTFJ is interested in approximately 57% a fellow subsidiary of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, CTFE which in turn is a substantial shareholder of NWD, . CTFJ is therefore a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons person of NWD and also considered to be a connected person of NWDS under and the Listing Rules. Therefore, relevant Sales Transactions and the Continuing Connected Concessionaire Transactions constitute continuing connected transactions of each of NWD and NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which CTFH is a substantial shareholder of NWD, the transactions contemplated under the Master CTFJ. Each of NWD and NWDS is an associate of CTFH and therefore a connected person of CTFJ. The relevant Sales Transactions and Concessionaire Counter Agreement Transactions also constitute continuing connected transactions of NWD CTFJ under Chapter 14A of the Listing Rules. As all the relevant percentage ratios calculated pursuant to (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the Sales Transactions are less than 5% for each of NWD and CTFJ and each of the Continuing Connected Sales Annual Caps exceeds HK$1,000,000, the Master Sales Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules for each of NWD and CTFJ. As one of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions and more than one of the relevant percentage ratios of the Concessionaire Transactions are more than 2.5%, 5% so far as NWDS is concerned and each of the Continuing Connected Transactions is NWDS Sales Annual Caps and the NWDS Concessionaire Annual Caps exceeds HK$10,000,000, the Master Sales Agreement and the renewal of the Master Concessionaire Counter Agreement are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Capsfor NWDS. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but all the relevant percentage ratios calculated pursuant to (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the Master Concessionaire Counter Agreement Transactions are less than 2.5%5% so far as each of NWD and CTFJ is concerned and each of the NWD Concessionaire Annual Caps and the CTFJ Concessionaire Annual Caps exceeds HK$1,000,000, the renewal of the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as for each of NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andCTFJ.

LISTING RULES IMPLICATIONS. NWD is For the controlling shareholder purpose of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% computation of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS applicable percentage ratios under the Listing Rules. Members , the Annual Caps of the CTF Jewellery Group Renewed Services Agreements are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members required to be aggregated with the Annual Caps of the CTF Jewellery Renewed Xxxx Xxxx Tenancy Agreement and the Annual Caps of the Existing CCTs under the Existing CCTs Agreements for the relevant financial years, due to their similar nature and the association of the counterparties to these transactions. The relevant applicable percentage ratios in respect of the Existing CCTs including each of the annual amounts (i) payable by (a) SCA to Ambadell under the Ambadell Lease Agreement; (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the ZJK Group under the ZJK Services Agreement; and (ii) receivable by the GENHK Group from the ZJK Group under the GHK Services Agreement, are also connected persons under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of NWD the Existing CCTs aggregate with the Annual Caps of the Renewed Services Agreements and NWDS under the Renewed Xxxx Xxxx Tenancy Agreement (as required by the Listing Rules. Therefore), some or all of the relevant applicable percentage ratios in respect of each of (i) the Annual Caps of the amounts payable by (a) the GENHK Group to the GENM Group, the Continuing Connected Transactions constitute GENS Group and the ZJK Group; (b) GCSHKL to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the Annual Caps of the amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the ZJK Group in relation to the continuing connected transactions contemplated under the Renewed Services Agreements, the Renewed Xxxx Xxxx Tenancy Agreement and the Existing CCTs Agreements will exceed 0.1%, but all of NWDS them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since NWDS In the event that any Annual Cap of the Existing CCTs Agreements or Annual Cap of the Renewed Xxxx Xxxx Tenancy Agreement or Annual Cap of the Renewed Services Agreements is a subsidiary exceeded or any of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Renewed Services Agreements, the transactions contemplated under the Master Concessionaire Counter Renewed Xxxx Xxxx Tenancy Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and Existing CCTs Agreements is further renewed or materially varied in respect of each of the Continuing Connected Transactions are more than 2.5%terms thereof, each of the Continuing Connected Transactions is subject to Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%Rules, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andwhere applicable.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being an associate announcement, as Flourish Steel is a wholly-owned subsidiary of NWD TJMG (a substantial shareholder of TJ Goldsun), Flourish Steel is also therefore a connected person of NWDS the Company. The transactions contemplated under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. ThereforeProperty Lease Agreements, the Continuing Connected Transactions constitute Steel Wire and Steel Wire Rope Equipment Lease Agreement, the New Processing Agreement and the New Equipment Lease Agreement are continuing connected transactions of NWDS the Company. The annual caps for the amount payable by XX Xxxxxxx to Flourish Steel under Chapter 14A the Property Lease Agreements, the New Processing Agreement and the Steel Wire and Steel Wire Rope Equipment Lease Agreement will be aggregated in accordance with the requirements under Rule 14A.81 of the Listing Rules. Since NWDS As the applicable percentage ratios in respect of the Aggregate Annual Caps are more than 5% and the aggregate annual consideration is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDmore than HK$10,000,000, the transactions contemplated under Group A Transactions and the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Aggregate Annual Caps are therefore subject to the reporting, announcement, Independent Shareholders’ approval and annual review requirements pursuant to Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements annual caps under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter New Equipment Lease Agreement are less than 2.50.1%, the Master Concessionaire Counter New Equipment Lease Agreement is subject to the reporting and announcement requirements but is exempt fully exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactionsapproval, the CCT Agreements, annual review and all the Annual Capsdisclosure requirements. The Independent Board Committee will be established to consider the terms term of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests each of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual CapsProperty Lease Agreements; (ii) a letter of recommendation from the Independent Board Committee to the Independent ShareholdersNew Processing Agreement; (iii) a letter of advice from the Steel Wire and Steel Wire Rope Equipment Lease Agreement; and (iv) the New Equipment Lease Agreement is 20 years. Donvex Capital has been appointed as the independent financial adviser to the Independent Board Committee; andCompany to explain why a longer period for each of the said agreements is required and to confirm that it is normal business practice for agreements of this type to be of such duration. On 24 June 2016, a closely allied group of Shareholders, namely, Xx. Xxxx and Xxxxx Investments Ltd. have given to the Company their written approval for the Group A Transactions and the Aggregate Annual Caps in lieu of an approval from the Shareholders at a Shareholders’ meeting. As such, an application will be made by the Company to the Stock Exchange for a waiver from the requirement for the Company to convene a general meeting, on the basis that the Group A Transactions and the Aggregate Annual Caps have been approved by the written approval of a closely allied group of Shareholders pursuant to Rule 14A.37 of the Listing Rules.

LISTING RULES IMPLICATIONS. NWD As Mitsui is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD is interested the Company holding approximately 20.2% interest in approximately 57% of the issued share capital of NWSH the Company, Mitsui and its associates are regarded as at connected persons of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members Since the relevant ratios (as defined under the Listing Rules) in respect of the CTF Jewellery Group Mitsui Supply Caps and the Component Sourcing Caps exceed 5.0% and the Mitsui Supply Caps and the Component Sourcing Caps exceed HK$10.0 million after aggregating the Mitsui Continuing Connected Transactions, the Mitsui Continuing Connected Transactions are associates of CTFsubject to the announcement, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD reporting and NWDS independents shareholders’ approval requirements under the Listing Rules. Therefore, Since the Continuing Connected Transactions constitute continuing connected transactions of NWDS relevant ratios (as defined under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary ) in respect of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Secondment Caps exceed 0.1% but less than 5.0%, the transactions contemplated under the Master Concessionaire Counter Framework Secondment Agreement also constitute continuing connected transactions of NWD (including the Secondment Caps) are subject to the announcement and reporting requirements but exempt from independents shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the date of this announcement, Mr Xxx Xxxxxxxx, who was officer of Mitsui, had abstained from voting on the relevant percentage ratios calculated pursuant to Rule 14.07 board resolutions of the Company in approving the Mitsui Supply Agreement, the Component Sourcing Agreement, the Framework Secondment Agreement and the transactions contemplated thereunder. As CEC is a substantial shareholder of the Company and CGCSZ is a subsidiary and an associate of CEC, therefore CGCSZ and its associates are regarded as connected persons of the Company under the Listing Rules Rules. Since the relevant ratios (as defined under the Listing Rules) in respect of each of the Continuing Connected Transactions CGCSZ Supply Caps exceed 5.0% and the CGCSZ Supply Caps exceed HK$10.0 million, the transactions contemplated under the CGCSZ Supply Agreement (including the CGCSZ Supply Caps) are more than 2.5%, each of the Continuing Connected Transactions is subject to the reportingannouncement, announcement reporting and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. As at the date of this announcement, Xx Xxx Xxxxxxx, Xx Xx Xxxx, Ms Xx Xxx, Xx Xx Xxxxx, Mr Xx Xxxxxx and Xx Xxx Xxx Xxx, who were officers of CEC, had abstained from voting on the relevant board resolution of the Company in approving the CGCSZ Supply Agreement and the transactions contemplated thereunder. In view addition, the independent non-executive Directors and auditors of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders Company shall also conduct annual review on the Continuing Connected Transactions, the CCT Agreements, Transactions pursuant to Rules 14A.37 and the Annual Caps. The Independent Board Committee will be established to consider the terms 14A.38 of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andListing Rules.

LISTING RULES IMPLICATIONS. NWD Each of Xxx Xxx Xxx and Xx. Xxx is the controlling an Executive Director, a substantial shareholder of NWDS and hence a connected person of NWDSthe Company. NWD Each of Xxx Xxx Xxx and Xx. Xxx is interested a beneficiary of a discretionary trust, whose trustee (in approximately 57its capacity as trustee of such discretionary trust) indirectly holds more than 30% of the issued share capital equity interests in GENT. Each of NWSH as at the date OPOL, OPL and WLL is a direct wholly-owned subsidiary of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFGENM, which in turn is a substantial shareholder subsidiary of NWD, a controlling shareholder of NWDSGENT. Accordingly, members each of OPOL (being a party to the CTF Jewellery Group are also connected persons Vessel Services Agreement), OPL (being a party to the Heads of NWD Agreement) and NWDS under WLL (being a party to the Listing RulesNew Collaboration Agreement and the 2019 Collaboration Agreement) is considered to be an associate of each of Xxx Xxx Xxx and Xx. Therefore, Xxx for the Continuing Connected Transactions constitute continuing connected transactions purposes of NWDS under Chapter 14A of the Listing Rules, and is therefore a connected person of the Company under the Listing Rules. Since NWDS is As a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDresult, the transactions contemplated under the Master Concessionaire Counter Vessel Services Agreement also and the New Collaboration Agreement constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As the all relevant percentage ratios calculated pursuant to Rule 14.07 of in accordance with the Listing Rules in respect of each the Vessel Services Agreement, the New Collaboration Agreement and the transactions contemplated thereunder, when aggregated with the Heads of Agreement and the Continuing Connected Transactions 2019 Collaboration Agreement, are more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is Vessel Services Agreement, the New Collaboration Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In the event that any of the Annual Caps is exceeded or any of the Vessel Services Agreement and/or the New Collaboration Agreement is renewed or materially varied in respect of the terms thereof, the Company will re-comply with the reporting, announcement, circular and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules, where applicable. In view The Company confirms that, based on the Cayman Islands legal advice obtained by the Company, the Gaming Activities do not violate any applicable laws in the Cayman Islands. The Company has also been advised that the Gaming Activities do not contravene the Gambling Ordinance. Shareholders and potential investors of the interests of NWD and CTF in Company should note that, pursuant to Guidance Letter HKEX-GL71-14 issued by the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsStock Exchange, the CCT Agreements and Stock Exchange may direct the Annual Caps. As Company to take remedial actions and/or may suspend dealings in, or may cancel the Annual Caps in respect of listing of, the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated Company’s securities pursuant to Rule 14.07 6.01 of the Listing Rules in respect if the operation of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject Gaming Area fails to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are comply with applicable laws in the interests of NWDS and Cayman Islands and/or contravenes the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andGambling Ordinance.

LISTING RULES IMPLICATIONS. NWD is As (i) the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested Revised Annual Caps are adopted in approximately 57% place of the issued share capital Original Annual Caps; and (ii) the Supplemental Agreement constitutes a material change to the terms of NWSH as the Procurement Framework Agreement, the Company will be required to re-comply with Chapter 14A of the Listing Rules in relation to such continuing connected transactions pursuant to Rule 14A.54 of the Listing Rules. As at the date of this announcement announcement, Hoyuan Green Energy is a substantial shareholder of Inner Mongolia Xxx Xxxx, and NWSH being an associate Hongyuan New Materials is a subsidiary of NWD Hoyuan Green Energy. Therefore, each of Hoyuan Green Energy and Hongyuan New Materials is also a connected person of NWDS the Company at the subsidiary level under the Listing Rules. Members of Taking into account the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Thereforeabove, the Continuing Connected Transactions Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and the transactions contemplated thereunder constitute continuing connected transactions of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary In addition, the Group (as seller) had entered into the Transactions Outside the Procurement Framework Agreement with Hongyuan New Materials (as purchaser) in respect of NWD the sale of polysilicon materials and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, granular silicon from time to time. As (i) the Transactions Outside the Procurement Framework Agreement; and (ii) the transactions contemplated under the Master Concessionaire Counter Procurement Framework Agreement also constitute continuing connected (as supplemented by the Supplemental Agreement) were entered into by the Group with the same party and are of a similar nature, such transactions of NWD under Chapter 14A shall be aggregated pursuant to Rule 14A.81 of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 However, since (i) each of Hoyuan Green Energy and Hongyuan New Materials is a connected person of the Listing Rules in respect of each Company at the subsidiary level; (ii) the Directors (including the independent non-executive Directors) have approved the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and the transactions contemplated thereunder (including the Revised Annual Caps); and (iii) the independent non-executive Directors have confirmed that the terms of the Continuing Connected Transactions transactions contemplated under the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) are more than 2.5%fair and reasonable, each are on normal commercial terms or better, and are in the interests of the Continuing Connected Transactions is Company and the Shareholders as a whole, the Procurement Framework Agreement (as supplemented by the Supplemental Agreement) and the transactions contemplated thereunder (including the Revised Annual Caps) are subject to the reporting, announcement and annual review requirements, but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules so far as NWDS is concernedRules. In view None of the interests of NWD and CTF Directors has any material interest in the relevant Continuing Connected TransactionsProcurement Framework Agreement (as supplemented by the Supplemental Agreement) and the transactions contemplated thereunder, NWD, CTF and their associates will therefore none of the Directors were required to abstain from voting in respect of on the resolutions to be proposed at board resolution approving the EGM to approve the Continuing Connected Transactions, the CCT Agreements Supplemental Agreement and the transactions contemplated thereunder (including the Revised Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and).

LISTING RULES IMPLICATIONS. NWD The JV Company was recently incorporated with a registered capital of HK$10,000 in June 2023. As Dr. Xxxxxx XXX is one of the controlling shareholder executive Directors and one of NWDS and hence the Controlling Shareholders, he is a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members As such, the establishment of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members JV Company and the entering into of the CTF Jewellery Group are also Joint Venture Agreement constitute connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A transaction of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 one or more of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement capital injection committment to be made by the JV Parties in the JV Company under the Joint Venture Agreement, when aggregated with the initial capital contribution made by the JV Parties for the JV Company’s incorporation, is more than 0.1% but all are less than 2.55%, the Master Concessionaire Counter incorporation of the JV Company and the entering into of the Joint Venture Agreement is are therefore subject to the reporting and announcement requirements requirements, but is are exempt from the circular and independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. As Dr. Xxxxxx XXX has a material interest in the Joint Venture Agreement, therefore he had abstained from the voting on the relevant Board resolutions approving the matters contemplated under the Listing Rules so far as NWD is concernedincorporation of the JV Company and the Joint Venture Agreement. NWDS will convene Xx. XX Xxxxxxxx, one of the EGM executive Directors and spouse of Dr. Xxxxxx XXX, had also voluntarily abstained from the voting on the relevant Board resolutions approving the same. Save for the purpose above, to the best of seeking approval knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has a material interest in the incorporation of the JV Company and the Joint Venture Agreement and was required to abstain from the Independent Shareholders voting on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent relevant Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andresolutions approving it.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a The Relevant Directors are connected person of NWDS. NWD is interested in approximately 57% persons of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members As certain relatives of the CTF Jewellery Group Relevant Directors who are associates of CTF, which persons referred to in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A Rule 14A.11(4)(c)(i) of the Listing Rules. Since NWDS is Rules together exercise or control the exercise of more than 50% of the voting power at general meetings or control the composition of a subsidiary majority of NWD and CTF Jewellery the board of directors of each of the Xxx Xxxxxx Minority Shareholders, each of the Xxx Xxxxxx Minority Shareholders is an associate of CTF which the Relevant Directors within the meaning of Rule 14A.11(4)(c)(ii) of the Listing Rules and each of them is thus a substantial shareholder connected person of NWD, the transactions contemplated Company under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant Xxx Xxxxxx Minority Shareholders are together entitled to exercise more than 10% of the voting power at general meetings of Xxx Xxxxxx, Xxx Xxxxxx being a non wholly-owned subsidiary of the Company is a connected person of the Company under the Listing Rules. The Leasing Arrangements contemplated under the New Master Leasing Agreement therefore constitute continuing connected transactions of the Company under the Listing Rules. In light that the Xxx Xxxxxx Minority Shareholders are associates of the Relevant Directors as set out above, all the Relevant Directors have abstained from voting on the board resolution to approve the New Master Leasing Agreement and the transactions contemplated thereunder and the Annual Caps. As the Annual Caps payable by the Group in respect of the Leasing Arrangements contemplated under the New Master Leasing Agreement exceeds HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are is more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is New Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are only subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting annual review and announcement requirements but is exempt are exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, BII HK held 1,157,634,900 Shares, representing approximately 55.20% of the existing issued share capital of the Company. BII HK is the controlling a substantial shareholder of NWDS the Company and hence a connected person of NWDSthe Company. NWD BII is interested in approximately 57% the sole beneficial shareholder of the issued share capital of NWSH as at the date of this announcement BII HK and NWSH being an associate of NWD hence it is also a connected person of NWDS under the Listing RulesCompany. Members of BII directly holds the CTF Jewellery Group entire equity interests in BII Real Estate and BII Technical. Therefore, BII Real Estate and BII Technical are associates of CTFBII, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group and BII Real Estate and BII Technical are also therefore connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDAccordingly, the transactions contemplated under the Master Concessionaire Counter Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement also and the 2022 Property C Tenancy Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of NWD the Listing Rules, the transaction contemplated under the Property I Tenancy Agreement is required to be aggregated with the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, as such tenancy agreements were (i) continuing connected transactions entered into with a connected person; (ii) entered into by the Group with parties who are connected with one another; and (iii) such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transactions contemplated under the Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, on an aggregate basis, was more than 0.1% but less than 5%, such transactions contemplated on an aggregated basis are subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements transactions previously entered into under the Listing Rules so far as NWDS is concerned. In view of 2023 Property H Tenancy Agreement and the interests of NWD 2022 Property C Tenancy Agreement, on an aggregated basis, were less than 5% and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting annual caps in respect of the resolutions to be proposed at transactions contemplated under such tenancy agreements were less than HK$3 million, such transactions, on an aggregated basis, were fully exempted from the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 disclosure requirement under Chapter 14A of the Listing Rules in respect Rules. The Board is pleased to announce that on 9 October 2023 (after trading hours), BII- TTBJ (as tenant), an indirect wholly-owned subsidiary of the Master Concessionaire Counter Company, and BII Real Estate (as landlord) entered into the Property I Tenancy Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject in relation to the reporting and announcement requirements but is exempt leasing of Property I by BII-TTBJ from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM BII Real Estate for the purpose a term of seeking approval one year from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps1 June 2024 to 31 May 2025. The Independent Board Committee will be established to consider the principal terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders Property I Tenancy Agreement are as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on follows: 9 October 2023 (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andafter trading hours)

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to under Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are amount of the Loan granted to Customer B is less than 2.55%, the Master Concessionaire Counter grant of the Loan does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Notwithstanding the above, as (i) Customer B is the spouse of Merchant C (one of the ultimate beneficial owners of Customer A) and sister-in-law of both Merchant A and Merchant B (both being two of the ultimate beneficial owners of Customer A); and (ii) the Loan Agreement and the Existing Loan Agreement were entered into within a 12-month period, the transactions contemplated under the Loan Agreement and the Existing Loan Agreement are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of the Loan and the Existing Loan exceeds 5% but is less than 25%, the grant of the Loan and the Existing Loan in aggregate constitutes discloseable transactions of the Company and is subject to the reporting notification and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14 of the Listing Rules so far as NWD is concernedRules. NWDS will convene Pursuant to Rule 14.58(2) of the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected TransactionsListing Rules, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms identities of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and Customers are required to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholebe disclosed. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on Since (i) the Continuing Connected Transactions, granting of the CCT Agreements and Loan (which have been aggregated with the Annual CapsExisting Loan) are not regarded as a material transaction of the Company as compared to the Company’s overall financial position; (ii) a letter of recommendation from the Independent Board Committee Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers have confirmed to the Independent ShareholdersGroup that they will not consent to the disclosure of their identities in this announcement; (iii) a letter the disclosure of advice from the independent identities of the Customers does not reflect their financial adviser standing or repayment abilities and thus will serve little purpose in assisting the Shareholders to evaluate their creditworthiness and the risks and exposure of the Loan and the Existing Loan; and (iv) the Company has made alternative disclosures in respect of the Loan and the Existing Loan in this announcement, including but not limited to the Independent Board Committee; anddetails of the collateral and the loan-to-value ratio of the collateral in respect of the Loan and the Existing Loan, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loan and the Existing Loan as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.58(2) of the Listing Rules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder As each of NWDS Xxxxxx Xxxxxxx and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS Xiamen Liyuan is a subsidiary of NWD C&D Real Estate, a controlling shareholder, Xxxxxx Xxxxxxx and CTF Jewellery is an associate Xiamen Liyuan are considered as connected persons of CTF which is the Company. The entering into of the Second Capital Increase Agreement will therefore constitute a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD transaction under Chapter 14A of the Listing Rules. As announced by the relevant Company on 1 December 2015 and 31 December 2015, Xx Xxx and Xxxx Xxx entered into a cooperation agreement for the formation of the Joint Venture which subsequently acquired a land located in Zhangzhou, Fujian, the PRC. Moreover, as announced by the Company on 5 January 2017, Xx Xxx further acquired 60% equity interests in the Joint Venture from the existing shareholders of the Joint Venture. Further, as mentioned above, on 18 August 2016, Xx Xxx entered into the First Capital Increase Agreement with Xxxxxx Xxxxxxx and Xiamen Liyuan, pursuant to which Xx Xxx contributed an aggregate amount of RMB517,900,000 and acquired approximately 13% of the registered capital of the Target Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Second Capital Increase Agreement are required to be aggregated with the Previous Transaction. After aggregation, as one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 in respect of the Aggregated Transaction exceed 100%, the Aggregated Transaction constitutes a very substantial acquisition under Chapter 14 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions and is subject to the reporting, announcement and independent shareholders’ requirements. An EGM will be held to seek the approval requirements of the Independent Shareholders of the transactions contemplated under the Listing Rules so far as NWDS is concernedSecond Capital Increase Agreement. In view of the interests of NWD C&D Real Estate and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their its associates will shall abstain from voting in respect of on the resolutions to be proposed at the EGM resolution to approve the Continuing Connected Transactions, transactions contemplated under the CCT Agreements Second Capital Increase Agreement at the EGM. Save for the aforesaid and to the Annual Caps. As the Annual Caps in respect best of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 knowledge, information and belief of the Listing Rules Directors after having made all reasonable enquiries, as at the date of this announcement, no other Shareholder is interested in respect the transactions contemplated under the Second Capital Increase Agreement. An Independent Board Committee consisting of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from all the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS non-executive Directors will convene the EGM for the purpose of seeking approval from be established to consider and advise the Independent Shareholders on the Continuing Connected Transactions, transactions contemplated under the CCT Agreements, and Second Capital Increase Agreement. An independent financial adviser has been appointed by the Annual Caps. The Company to advise the Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactionsterms of the transactions contemplated under the Second Capital Increase Agreement are on normal commercial terms or better, in the CCT Agreements ordinary and usual course of business of the Annual Caps are Company, and in the interests of NWDS the Company and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, CSCEC is the ultimate holding company of COHL which is the controlling shareholder of NWDS each of the Company and hence a connected person COPL by virtue of NWDS. NWD is it being interested in approximately 5756.09% and 61.18% of the their respective issued share capital capital. Therefore, members of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a COPL Group are connected person of NWDS under the Listing Rules. Members persons of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members the entering into of the CTF Jewellery Group are also connected persons of NWD New Framework Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 exceed 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.55%, the Master Concessionaire Counter Agreement is Transactions are subject to the annual review, reporting and announcement requirements but is are exempt from the independent shareholders’ approval requirement under pursuant to Chapter 14A of the Listing Rules so far as NWD Rules. None of the Directors has any material interest in the Transactions and no Director is concernedrequired to abstain from voting on such Board resolutions. NWDS will convene However, Xx. Xxx Xxxxxxx, Xx. Xxxxx Xxxxxxx and Xx. Xxxxxx Xxxx, all being the EGM for Director of the purpose Company and a director of seeking approval COHL, have voluntarily abstained from the Independent Shareholders voting on the Continuing Connected Transactions, Board resolutions of the CCT Agreements, and Company approving the entering into of the New Framework Agreement (together with the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements ) and the Annual Caps, and to advise the Independent Transactions. Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and should note that the Annual Caps are represent the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. The Annual Caps bear no direct relationships to, nor should be taken to have any direct bearings to the Group’s financial or potential financial performance. The Group is principally engaged in the interests business of NWDS property development and investment, and other operations. The COPL Group is principally engaged in provision of property management services, value-added services and car parking spaces trading business. CSCEC is the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular ultimate holding company of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactionseach of COHL, the CCT Agreements Company and the Annual Caps; COPL. CSCEC, together with its subsidiaries (ii) excluding those listed on any stock exchange), is a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andconglomerate principally engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design and prospecting.

LISTING RULES IMPLICATIONS. NWD is TCL Corporation, the ultimate controlling shareholder Shareholder of NWDS and hence a connected person of NWDS. NWD is interested in the Company, currently holds approximately 5744.04% of the issued share capital of NWSH as at the date of this announcement Company, and NWSH being an associate of NWD is also a connected person of NWDS the Company under the Listing Rules. Members Since Factoring Co is wholly-owned by TCL Corporation, it is a TCL Associate and is thus a connected person of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the The transactions contemplated under the Master Concessionaire Counter Factoring Agreement also therefore constitute continuing connected transactions. As one or more of the applicable percentage ratios (other than the profits ratio) with reference to the annual caps of the Master Factoring Agreement exceed 5%, the continuing connected transactions of NWD contemplated thereunder are subject to the reporting, announcement, Independent Shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios with reference to the annual caps of the Master Factoring Agreement exceeds 5% but all of them are less than 25%, in addition to being continuing connected transactions, the transactions contemplated thereunder also constitute discloseable transactions of the Company and are subject to the relevant percentage ratios calculated pursuant to Rule 14.07 requirements under Chapter 14 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The An Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether on the Continuing Connected Transactions, the CCT Agreements terms and the Annual Caps are in proposed caps of the interests of NWDS and the NWDS Shareholders as a wholeMaster Factoring Agreement. An The Company will appoint an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A Since it takes time to finalise the circular of NWDS containing, amongst others, further information on (i) and letter from the Continuing Connected Transactionsindependent financial adviser, the CCT Agreements and Company will despatch to the Annual Caps; (ii) Shareholders a letter circular containing further details of recommendation the Master Factoring Agreement, letters from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from and the independent financial adviser adviser, and a notice convening the SGM on or before 18 May 2016. TCL Corporation and TCL Associates will abstain from voting on the resolution in respect of the Master Factoring Agreement required to be put forward at the SGM. Headquartered in the PRC, the Group is principally engaged in the research and development, manufacture, sales and distribution of LCD modules for mobile phones and tablets on an original design manufacture (ODM) basis. The Group is also one of the major suppliers of small-to-medium sized (“≤ 10.1”) display modules in the PRC. The Group has its manufacturing plant in Huizhou, the PRC and distributes its products in Asia, with focus on Hong Kong and the PRC markets. For more information on the Group, please visit its official website at xxx.xxxxxxxxxx.xxx (the information that appears in this website does not form part of this announcement). Factoring Co is principally engaged in the business of commercial factoring. In this announcement, unless the context otherwise requires, the following terms have the following meanings when used herein: “Account Receivable(s)” the account receivable(s) to be assigned by the Group to Factoring Co pursuant to the Independent Board Committee; andarrangement set out in the Master Factoring Agreement “associate(s)” has the meaning ascribed to it under the Listing Rules

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being announcement, as the Landlord is an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFXxxxxxxxx Land Development Company Limited, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members the holding company of the CTF Jewellery Group are also Company, the Landlord is a connected persons person of NWD and NWDS the Company under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules, (a) the payment of the Basic Rent under the New Sub-Lease and the Licence Fees under the Licence Agreements (both being fixed payments) constitute one-off connected transactions for the Company; and (b) the payment of the Turnover Rent (if any), air-conditioning and management charges, promotional levy and all other outgoings (if any) under the New Sub-Lease (being variable payments) constitutes a continuing connected transaction for the Company. Since NWDS Xx. Xxx Xx Xxxxx, the Chairman and Chief Executive Officer, is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, regarded as materially interested in the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing New Sub-Lease and the Licence Agreements through his deemed interest in the shares of Xxxxxxxxx Land Development Company Limited. The Board had delegated the power to consider and approve all connected transactions of NWD the Company to the Company’s audit committee. As Xx. Xxx Xx Xxxxx is not a member of the audit committee, he has not voted on the relevant Board resolution(s) in respect of the transactions contemplated under the New Sub-Lease and the Licence Agreements. Given that (i) the applicable percentage ratios in respect of the New Sub-Lease on the basis of the value of the right-of-use asset, being the aggregate discounted amount of the Basic Rent in the amount of HK$52,154,000.00 together with the Licence Fees, exceed 0.1% but are all less than 5%; and (ii) some of the applicable percentage ratios in respect of the New Sub-Lease on the basis of the highest annual cap amount of the aggregate of Turnover Rent, air-conditioning and management charges, promotional levy and all other outgoings (if any) exceed 0.1% but all of them are less than 5%, the New Sub-Lease (when aggregated with the Licence Agreements) and the transactions contemplated thereunder are exempt from the shareholders’ approval requirement, but are subject to the reporting, announcement and (to the extent constituting continuing connected transaction for the Company) annual review requirements under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, SHKP is a substantial Shareholder indirectly holding an aggregate of 1,719,427,500 Shares, representing approximately 73.84% of the entire issued share capital of the Company. As such, SHKP and NWSH being its associates are connected persons of the Company under the Listing Rules for so long as SHKP remains a substantial Shareholder. The Main Contractor is a wholly-owned subsidiary of SHKP and is therefore an associate of NWD is also SHKP and a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members the entering into of the CTF Jewellery Group are also Building Contract with the Main Contractor constitutes a connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A transaction of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios in respect of the Building Contract calculated pursuant to Rule 14.07 of the Listing Rules in respect of each is more than 5% but all are less than 25%, the entering into of the Continuing Connected Transactions are more than 2.5%, each Building Contract constitutes (i) a non-exempt connected transaction of the Continuing Connected Transactions is Company under Chapter 14A of the Listing Rules subject to the reporting, announcement and independent shareholdersthe Independent Shareholders’ approval Approval requirements pursuant to Chapter 14A of the Listing Rules; and (ii) a discloseable transaction of the Company under Chapter 14 of the Listing Rules so far as NWDS is concerned. In view subject to the announcement requirement pursuant to Chapter 14 of the interests Listing Rules. The entering into of NWD and CTF in the relevant New Agreements with SHKP or SHKI (being a wholly-owned subsidiary of SHKP) (as the case may be) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For these Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect transactions of each category of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect Transactions Requiring Approval will constitute non-exempt continuing connected transactions of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Company under Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement Rules, and are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting reporting, announcement, annual review and the Independent Shareholders’ Approval requirements pursuant to Chapter 14A of the Listing Rules. Transactions of each category of the Transactions Exempt from Approval will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and are only subject to the reporting, announcement and annual review requirements but is and are exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An circular (including independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (iadvice) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter ’ Approval requirements under Chapter 14A of advice from the independent financial adviser to the Independent Board Committee; andListing Rules.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the controlling shareholder Company. As at the date of NWDS and hence a connected person of NWDS. NWD is interested in this announcement, Communications Group holds approximately 5767% of the issued share capital of NWSH the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement announcement, each of Jiaogong Maintenance and NWSH being Zhejiang Shunchang is an associate indirect subsidiary of NWD Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is also a connected person of NWDS the Company and as a result, the respective transactions contemplated under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions Dedicated Road Maintenance Agreements constitute continuing connected transactions of NWDS under Chapter 14A of for the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As at the relevant percentage ratios calculated pursuant date of this announcement, Maintenance Co is also an indirect subsidiary of Communications Group and therefore it is a connected person of the Company as well as Jiaogong Maintenance and Zhejiang Shunchang. Pursuant to Rule 14.07 14A.81 to Rule 14A.83 of the Listing Rules Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Daily Road Maintenance Agreements which were continuing connected transactions entered into with associates of the same connected persons (i.e. Communications Group) and are of the same nature. As the applicable percentage ratios in respect of each of the Continuing Connected Transactions aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements are more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement annual review requirements but is exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD Rules. As Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx are currently also employed by the Communications Group, they have abstained from voting at the board meeting at which the Dedicated Road Maintenance Agreements were considered and approved. Save for Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, none of the Directors has any material interest in the Dedicated Road Maintenance Agreements or is concerned. NWDS will convene the EGM for the purpose of seeking approval required to abstain from the Independent Shareholders voting on the Continuing Connected Transactions, relevant Board resolutions to approve the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andsame.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, BII HK held 1,157,634,900 Shares, representing approximately 55.20% of the existing issued share capital of the Company. BII HK is the controlling a substantial shareholder of NWDS the Company and hence a connected person of NWDSthe Company. NWD BII is interested in approximately 57% the sole beneficial shareholder of the issued share capital of NWSH as at the date of this announcement BII HK and NWSH being an associate of NWD hence it is also a connected person of NWDS under the Listing RulesCompany. Members of BII directly holds the CTF Jewellery Group entire equity interests in BII Real Estate and BII Technical. Therefore, BII Real Estate and BII Technical are associates of CTFBII, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group and BII Real Estate and BII Technical are also therefore connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDAccordingly, the transactions contemplated under the Master Concessionaire Counter Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement also and the 2022 Property C Tenancy Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of NWD the Listing Rules, the transaction contemplated under the Property I Tenancy Agreement is required to be aggregated with the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, as such tenancy agreements were (i) continuing connected transactions entered into with a connected person; (ii) entered into by the Group with parties who are connected with one another; and (iii) such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transactions contemplated under the Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, on an aggregate basis, was more than 0.1% but less than 5%, such transactions contemplated on an aggregated basis are subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements transactions previously entered into under the Listing Rules so far as NWDS is concerned. In view of 2023 Property H Tenancy Agreement and the interests of NWD 2022 Property C Tenancy Agreement, on an aggregated basis, were less than 5% and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting annual caps in respect of the resolutions to be proposed at transactions contemplated under such tenancy agreements were less than HK$3 million, such transactions, on an aggregated basis, were fully exempted from the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 disclosure requirement under Chapter 14A of the Listing Rules in respect Rules. As at the date of this announcement, Xx. Xxxx Xxxx, a non-executive Director and the chairman of the Master Concessionaire Counter Agreement are less than 2.5%Board, is the Master Concessionaire Counter Agreement vice general manager of BII. Accordingly, Xx. Xxxx Xxxx is subject considered to have a material interest in the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement transactions contemplated under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose Property I Tenancy Agreement by virtue of seeking approval his management position held in BII, and had abstained from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant board resolution(s) approving the transactions contemplated under the Property I Tenancy Agreement. As at the date of the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, Xx. Xxxx Xxxx, a non-executive Director and the CCT Agreementschairman of the Board, was the vice general manager of BII, and Xx. Xxx Xxxxxx, a non-executive Director, was the Annual Caps. The Independent Board Committee will be established to consider the terms vice general manager of the Continuing Connected Transactionsinvestment and development department of BII. Accordingly, each of Xx. Xxxx Xxxx and Xx. Xxx Xxxxxx were considered to have a material interest in the CCT Agreements transactions contemplated under the 2023 Property H Tenancy Agreement and the Annual Caps2022 Property C Tenancy Agreement by virtue of their management positions held in BII respectively, and had abstained from voting on the relevant board resolution(s) approving the transactions contemplated under the abovementioned tenancy agreements. As at the date of this announcement, Xx. Xxx Xxxxxx did not hold a management position in BII, and thus was not considered to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are have a material interest in the interests of NWDS and transactions contemplated under the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andProperty I Tenancy Agreement.

LISTING RULES IMPLICATIONS. NWD is TCL Corporation, the ultimate controlling shareholder Shareholder of NWDS and hence a connected person of NWDS. NWD is interested in the Company, currently holds approximately 5744.04% of the issued share capital of NWSH as at the date Company. Therefore, TCL Corporation and its Subsidiaries including TCL Mobile Communication are connected persons of this announcement and NWSH being an associate of NWD is also a connected person of NWDS the Company under the Listing Rules. Members As a result, the transactions contemplated under the Lease (2016) Agreement constitute continuing connected transactions for the Company pursuant to Chapter 14A of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. ThereforeAs for the Short-term Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to its annual caps do not exceed 5% and the total consideration is less than HK$3,000,000, the Continuing Connected Transactions constitute continuing connected transactions contemplated under the Short-term Lease (2016) Agreement are fully exempt from the disclosure requirements under Rule 14A.76(1)(c) of NWDS Chapter 14A of the Listing Rules. As for the Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to the Annual Caps of the Lease (2016) Agreement exceed 0.1% but all are less than 5%, the continuing connected transactions contemplated under the Lease (2016) Agreement are exempted from independent Shareholders’ approval requirement under Rule 14A.76(2)(a) but are subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Lease Agreements have been entered into between the same parties, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions contemplated thereunder will be aggregated as a series of NWD transactions pursuant to Rule 14A.81 of the Listing Rules. As the applicable percentage ratios (other than the profits ratio) in respect of the continuing connected transactions under the Lease Agreements exceed 0.1% but all are less than 5%, the aforesaid continuing connected transactions, on an aggregate basis, are exempted from independent Shareholders’ approval requirement under Rule 14A.76(2)(a) but is subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. As Notwithstanding the relevant percentage ratios calculated respective roles and/or interest of certain Directors in TCL Corporation and its Subsidiaries, none of them is considered as having a material interest in the transaction contemplated under the Lease Agreements. Therefore, all Directors are entitled to vote pursuant to Rule 14.07 the Company’s bye-laws. The Company is an investment holding company incorporated in Bermuda with limited liability. The Group was principally engaged in manufacturing, trading and distribution of LCD monitors, TFT-LCD televisions, CRT monitors, as well as audio and video products immediately prior to the Suspension. TCL Communication and its Subsidiaries designs, manufactures and markets an expanding portfolio of mobile and internet products worldwide under two key brands – “Alcatel” and “TCL”. TCL Communication and its Subsidiaries’ portfolio of products is currently sold in the PRC and over 170 countries throughout the North America, Latin America, Europe, the Middle East, Africa and Asia Pacific, and operates its highly efficient manufacturing plants and research and development centres in various provinces of the Listing Rules PRC with its headquarters in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsShenzhen, the CCT Agreements and PRC. For more information on TCL Communication, please visit its official website at xxxx://xxxxxx.xxx.xxx (the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee information that appears in this regardwebsite does not form part of this announcement). A circular TCL Corporation and its Subsidiaries (including the Group) is a major PRC conglomerate that designs, develops, manufactures and markets a wide range of NWDS containingelectronic, amongst othersaudio-visual products, further telecommunications, information technology and electrical products. For more information on TCL Corporation, please visit its official website at xxxx://xxx.xxx.xxx (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter information that appears in this website does not form part of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andthis announcement).

LISTING RULES IMPLICATIONS. NWD Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the controlling shareholder Supplemental Factoring Agreements itself was a discloseable transaction of NWDS the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and hence the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Supplemental Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary A circular, containing among other things, details of NWD the Factoring Agreements and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated other information as required under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Main Board Listing Rules. As the relevant percentage ratios calculated pursuant , is expected to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject be despatched to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 13 June 2018.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being announcement, Hefei Blogis is a direct wholly-owned subsidiary of China Nanshan. China Nanshan is the holding company of Nanshan Holdings, a substantial shareholder of the Company. As such, Xxxxx Blogis is regarded as an associate of NWD Nanshan Holdings, and hence it is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A Company pursuant to Rule 14A.13(1) of the Listing Rules. Since NWDS is a subsidiary Pursuant to the requirement of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDHKFRS16, the transactions Rooftop Lease under the Hefei Rooftop Lease Agreement will be recognized as the right-of-use assets of the Group for an amount of approximately RMB10,024,769. Accordingly, the Rooftop Lease contemplated under the Master Concessionaire Counter Hefei Rooftop Lease Agreement also constitute continuing constitutes a one-off connected transactions transaction of NWD the Company under Chapter 14A of the Listing Rules. As the relevant highest applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting ratio in respect of the resolutions Rooftop Lease contemplated under the Hefei Rooftop Lease Agreement calculated in accordance with the Listing Rules, on the basis of the value of the right-of-use assets to be proposed at recognized by the EGM to approve Group in connection with the Continuing Connected TransactionsRooftop Lease, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 exceeds 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are is less than 2.55%, the Master Concessionaire Counter Rooftop Lease contemplated under the Hefei Rooftop Lease Agreement is subject to the reporting and announcement requirements requirements, but is exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD is concernedRules. NWDS will convene Among the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected TransactionsDirectors, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual CapsXx. XXX Xxxx holds directorship in Nanshan Holdings; (ii) a letter Xx. XX Xxxxxxx severed as operations director and board secretary of recommendation from the Independent Board Committee to the Independent ShareholdersXxxxx Xxxxxxx; and (iii) Ms. XXXXX Xxx served as deputy director of finance and general manager of the financial management center of Xxxxx Xxxxxxx. Accordingly, they are considered to have material interests in the transaction contemplated under the Hefei Rooftop Lease Agreement. Xx. XXX Xxxx, Xx. XX Xxxxxxx and Ms. XXXXX Xxx had abstained from approving the resolutions in respect of the Hefei Rooftop Lease Agreement. Save as disclosed above, none of the Directors has a letter material interest in the transaction contemplated under the Hefei Rooftop Lease Agreement and none of advice them has abstained from approving the independent financial adviser to the Independent relevant Board Committee; andresolutions.

LISTING RULES IMPLICATIONS. NWD Kuangmao Supplemental Agreement As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Kuangmao Supplemental Agreement is more than 25% but less than 100%, the controlling shareholder transactions contemplated under the Kuangmao Supplemental Agreement constitute a major transaction for the Company subject to reporting, announcement and Shareholders’ approval requirements under Chapter 14 of NWDS and hence a connected person of NWDSthe Listing Rules. NWD is interested in approximately 57Xxxxxxx holds 49% of the issued share capital equity interest of NWSH Guangzhou Kuangmao as at the date of this announcement and NWSH being an associate of NWD is also therefore a connected person of NWDS the Company at subsidiary level. As such, the transactions contemplated under the Listing Rules. Members Kuangmao Supplemental Agreement constitute a connected transaction of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS Rules and the Company is a subsidiary of NWD required to comply with the applicable reporting and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD disclosure requirements under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Board has approved the connected transaction contemplated under the Kuangmao Supplemental Agreement and the independent non-executive Directors have confirmed that the terms of such transaction is fair and reasonable and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the connected transaction is exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 14.07 14A.101 of the Listing Rules. The Company will comply in full with all applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules upon any variation or renewal of the Kuangmao Supplemental Agreement. Kuangrun Supplemental Agreement As one or more of the applicable percentage ratios in respect of each of the Continuing Connected Transactions are transactions contemplated under the Kuangrun Supplemental Agreement is more than 2.525% but less than 100%, each of the Continuing Connected Transactions is transactions contemplated under the Kuangrun Supplemental Agreement constitute a major transaction for the Company subject to the reporting, announcement and independent shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. Shenzhen Runtou holds 49% of the equity interest of Xxxxxxxx Xxxxxxxx as at the date of this announcement, and is therefore a connected person of the Company at subsidiary level. As such, the transactions contemplated under the Kuangrun Supplemental Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules so far as NWDS and the Company is concernedrequired to comply with the applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules. In view As the Board has approved the connected transaction contemplated under the Kuangrun Supplemental Agreement and the independent non-executive Directors have confirmed that the terms of such transaction is fair and reasonable and are on normal commercial terms and in the interests of NWD the Company and CTF the Shareholders as a whole, the connected transaction is exempted from the circular, independent financial advice and Shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. The Company will comply in full with all applicable reporting and disclosure requirements under Chapter 14A of the relevant Continuing Connected TransactionsListing Rules upon any variation or renewal of the Kuangrun Supplemental Agreement. To the best of the Directors’ knowledge, NWDinformation and belief, CTF and their associates will having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreements. As such, the Agreements may be approved by written shareholder’s approval in accordance with Rule 14.44 of the Listing Rules. June Glory, the controlling shareholder which owns 2,071,095,506 Shares representing approximately 61.88% of the issued share capital of the Company as at the date of this announcement, has granted its written approval to the Company in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsAgreements. Accordingly, the CCT Agreements and Company has fulfilled the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 requirements under Chapter 14 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee no general meeting will be established convened by the Company to consider approve the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regardAgreements. A circular of NWDS containing, amongst othersamong other things, further information particulars of the Agreements will be despatched to the Shareholders on (i) or before 16 July 2024 in accordance with the Continuing Connected TransactionsListing Rules. INFORMATION OF THE PARTIES The Group is principally engaged in the business of real estate development, specialised construction and property investment. Xxxxxxxx Xxxxxxx is an indirect wholly-owned subsidiary of the Company and is principally engaged in investment holding. Guangzhou Kuangmao is an indirect non-wholly owned subsidiary of the Company owned as to 51% by Xxxxxxxx Xxxxxxx and 49% by Xiefeng. It is principally engaged in the development of Parc One, a residential development project situated at Changling Road, Huangpu District, Guangzhou City, Guangdong Province, the CCT Agreements PRC. Xiefeng is principally engaged in real estate investment consultancy, real estate sales agency and property management businesses and is indirectly non-wholly owned by Ping An Real Estate for financial investment purpose. Ping An Real Estate is a subsidiary of Ping An and is principally engaged in investment management, investment consultancy, investment holding, entrusted management of equity investment fund and entrusted fund management businesses. Ping An is a company established under the laws of the PRC with limited liability, the A shares (stock code: 601318) and H shares (stock code: 2318) of which are listed on the Shanghai Stock Exchange and the Annual Caps; Stock Exchange, respectively. Ping An, together with its subsidiaries, is an insurance and financial service group in the PRC, which can provide a variety of insurance and financial services and products to corporate and retail customers. Shenzhen Kuangrun is an indirect non-wholly owned subsidiary of the Company owned as to 51% by Xxxxxxxx Xxxxxxx and 49% by Shenzhen Runtou. It is principally engaged in the development of The Greenville, a residential and commercial development project situated at Maluan Subdistrict, Pingshan District, Shenzhen, Guangdong Province, the PRC. Shenzhen Runtou is principally engaged in consultancy services for investment, business information and corporate management. CRL Holdings is a direct holding company of Shenzhen Runtou whose principal business is investment holding. CRL Holdings is indirectly wholly-owned by China Resources Land Limited, the shares of which are listed on the Stock Exchange (iistock code: 1109) a letter and which in turn, together with its subsidiaries, is principally engaged in development of recommendation from properties for sale, property investments and management, hotel operations and the Independent Board Committee to provision of construction, decoration services and other property development related services in the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andPRC.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, as CR Holdings is the controlling shareholder of NWDS the Company and hence the Purchaser is a wholly-owned subsidiary of CR Holdings, the Purchaser is therefore a connected person of NWDSthe Company. NWD CR Coal is interested in approximately 57% a wholly-owned subsidiary of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing RulesCompany. As the relevant highest applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements ratio under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Disposal contemplated under the Equity Transfer Agreement are exceeds 5% but is less than 2.525%, the Master Concessionaire Counter Disposal contemplated under the Equity Transfer Agreement constitutes: (i) a discloseable transaction of the Company which is subject to the reporting and announcement requirements but is exempt from under Chapter 14 of the Listing Rules; and (ii) a connected transaction of the Company subject to reporting, announcement, circular to shareholders and independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules so far as NWD Rules. None of the Directors is concernedconsidered to have material interests in the Equity Transfer Agreement and any transactions contemplated thereunder. NWDS will As a good corporate governance practice, Xx. Xx Xx Xx, Mr. XXXX Xxx and Xx. XXXX Xxxx have abstained from voting on the relevant board resolutions for considering and approving the Equity Transfer Agreement, the Disposal and any transactions contemplated thereunder in view of their senior management positions in CR Holdings and/or the Purchaser. The Company proposes to convene the EGM for the purpose Independent Shareholders to consider and, if thought fit, to approve the Equity Transfer Agreement and the transactions contemplated thereunder. As at the date of seeking approval this announcement, each of CR Holdings and its associates (together holding 3,027,905,337 Shares representing approximately 62.94% of the Company’s issued share capital as at the date of this announcement), being connected persons of the Company and having material interests in the Disposal which are different from those of the Independent Shareholders, will be required to abstain from voting on the relevant resolutions at the EGM. Save as disclosed above, as at the date of this announcement, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Shareholders would be required to abstain from voting at the EGM. The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. XX Xxxx-Xxxxxx, Xxxxxx, Xx. XXXXX Xx-xxx, Xxxxx, Mr. XX’XXX Xxx-xxxx, Xxxxxxx and Mr. SO Xxxx Xxxxx, Xxxx, has been established to advise the Independent Shareholders on in respect of the Continuing Connected Transactionsterms of the Equity Transfer Agreement, the CCT Agreements, Disposal and the Annual Capstransactions contemplated thereunder. Gram Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard. None of the members of the Independent Board Committee has any interest or involvement in the transactions contemplated under the Equity Transfer Agreement. The Independent Board Committee will be established to consider form its view in respect of the terms of the Continuing Connected Transactions, the CCT Agreements Equity Transfer Agreement and the Annual Caps, Disposal after obtaining and to advise considering the advice from the Independent Shareholders as to whether Financial Adviser. A circular containing, among other things, (i) details of the Continuing Connected Transactions, the CCT Agreements Equity Transfer Agreement and the Annual Caps are in Disposal; (ii) the interests recommendation of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) relation to the Continuing Connected TransactionsEquity Transfer Agreement, the CCT Agreements Disposal and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholderstransactions contemplated thereunder; (iii) a the letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Board CommitteeCommittee and the Independent Shareholders in relation to the Equity Transfer Agreement, the Disposal and the transactions contemplated thereunder; andand (iv) the notice convening the EGM and a proxy form, will be despatched to the shareholders on or before 27 November 2018.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being announcement, the Landlord is an associate indirect wholly-owned subsidiary of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, Xxxxxxxxx Land Development Company Limited which in turn is a substantial shareholder of NWDthe Company, therefore the Landlord is a controlling shareholder of NWDS. Accordingly, members connected person of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. ThereforeAccordingly, the Continuing Connected Transactions constitute entering into of the Lease Agreement constitutes a continuing connected transactions transaction of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A highest of the Listing Rules. As Annual Cap Amounts exceeds HK$1,000,000 and certain of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each exceed 0.1% but all such applicable percentage ratios are below 5%, the entering into of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions Lease Agreement is only subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement annual review requirements but is exempt from the independent shareholders’ approval requirement under requirements pursuant to Rule 14A.34 of the Listing Rules so far as NWD Rules. As the duration of the Lease Agreement exceeds 3 years, pursuant to Rule 14A.35(1) of the Listing Rules, the Company has engaged an Independent Financial Adviser to review the Lease Agreement, who has confirmed that it is concernedin the normal business practice for contracts of this type to be of such duration. NWDS will convene Please refer to the EGM for the purpose section headed “The View of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms Financial Adviser” below for further details of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee Financial Adviser’s opinion in this regard. A circular Since both Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxxx, being Directors, through companies indirectly controlled by the private trust of NWDS containingthe family of Xx. Xxx Xxxx Xxx, amongst othersare deemed to be interested in the shares in Xxxxxxxxx Land Development Company Limited, further information on (i) they have material interest in the Continuing Connected Transactions, the CCT Agreements Lease Agreement and the Annual Caps; (ii) a letter transactions contemplated thereunder. The Board had delegated the power to consider and approve all connected transactions of recommendation from the Independent Board Committee Company to the Independent Shareholders; (iiiCompany’s Audit Committee. As both Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxxx are not members of the Audit Committee, they have not voted on the relevant board resolution(s) a letter in respect of advice from the independent financial adviser to Lease Agreement and the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% As one or more of the issued share capital applicable percentage ratios (as defined under the Listing Rules) in respect of NWSH the maximum amount of the CVT Guarantees under the Master Guarantee Agreement exceed 25%, the Master Guarantee Agreement and the transactions contemplated thereunder constitute a major transaction, which is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. (Note: the transactions contemplated herein is not an acquisition by the Company). In additional to the above, as at the date of this announcement announcement, the Relevant CVT Substantial Shareholders collectively hold more than 30% equity interests in Chengyu Vanadium, which is in turn the holding company of the Borrowers. Therefore, each of Chengyu Vanadium and NWSH being an associate of NWD the Borrowers is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As such, the relevant percentage ratios calculated pursuant to Rule 14.07 transactions contemplated under the Master Guarantee Agreement also constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions and is subject to the reporting, announcement announcement, circular and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject Rules. The IBC (comprising all independent non-executive Directors) has been established to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from advise the Independent Shareholders on the Continuing Connected Transactions, Master Guarantee Agreement (together with the CCT Agreements, Guarantee Annual Cap(s)) and the Annual Capstransactions contemplated thereunder. The Independent Board Committee will be established to consider IFA has been appointed as the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and independent financial adviser to advise the IBC and the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. An EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. As the Borrowers are ultimately controlled by the the Relevant CVT Substantial Shareholders, the Relevant CVT Substantial Shareholders, Trisonic International (through which the Relevant CVT Substantial Shareholders held the Shares), and their respective close associates are therefore required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. A circular of NWDS containing, amongst othersamong other things, (1) further information on details of the Master Guarantee Agreement; (i2) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee IBC to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and;

LISTING RULES IMPLICATIONS. NWD Longsheng is held as to 51% by PPI, a wholly-owned subsidiary of the controlling Company, and 49% by Anbo. Anbo is a limited liability company incorporated in the PRC and is engaged in the sales of wiring, electrical and automotive and other plastic and metal products. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, except for being a substantial shareholder of NWDS Longsheng and hence except the fact that the sole beneficial owner of Anbo, Xx. Xxx Xxxxxxxxx is also a director of Longsheng, Anbo is not a connected person of NWDSany Directors, chief executive or substantial Shareholders, or any of their respective associates. NWD Based on the foregoing, Longsheng is interested in approximately 57% of the issued share capital of NWSH considered as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS the Company under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFCustom Accessories is held as to approximately 50% by Xx. Xxxxxx and his wife, which in turn approximately 48% by Mr. Xxxxxxx and his family members and approximately 2% by an Independent Third Party. Xx. Xxxxxx is a substantial shareholder of NWDShareholder and an executive Director and Mr. Xxxxxxx is an executive Director, each being a controlling shareholder of NWDS. Accordingly, members connected person of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. ThereforeAs such, Custom Accessories is a connected person of the Company under the Listing Rules by virtue of it being an associate of the said persons. Accordingly, the Continuing Connected Transactions transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement constitute continuing connected transactions of NWDS the Company under the Listing Rules. There is no relationship between Longsheng and Custom Accessories which may trigger aggregation of the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement respectively for the purpose of the Listing Rules. As it is expected that the respective annual sales amount under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement will be unlikely to exceed HK$10,000,000 and each of the respective relevant percentage ratios (as defined in the Listing Rules) other than profits ratio (as defined in the Listing Rules) will be less than 25%, the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement constitute continuing connected transactions for the Company and are exempt from the independent Shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the above continuing connected transactions will be included in the annual report and accounts of the Company for the year ending 31 December 2008 pursuant to Rule 14A.45 of the Listing Rules. The Company will re-comply with the relevant requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, Rules if the transactions contemplated annual sales amount under the Master Concessionaire Counter Longsheng Sales Agreement also constitute continuing connected transactions and the Custom Accessories Sales Agreement exceed HK$10,000,000 or any of NWD under Chapter 14A of the respective relevant percentage ratios (as defined in the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of ) other than profits ratio (as defined in the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee Rules) will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and25% or more.

LISTING RULES IMPLICATIONS. NWD As explained in the sub-section headed “Principal terms of the 2020 Wanshan AM Fee Agreements – Parties” above, HT Shipping and Marine Tourism Company are members of the Group and Wanshan Port Company is the controlling a company in which ZJ Holdings (a substantial shareholder of NWDS the Company) is interested in 50% of its equity interest, hence Wanshan Port Company is an associate of ZJ Holdings and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, The transactions as contemplated by the transactions contemplated under 2020 Wanshan AM Fee Agreements thus constitute CCTs for the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant percentage applicable ratios calculated pursuant to (as prescribed under Chapter 14 of the Listing Rules) for the expected annual cap in respect of the transactions contemplated under the 2020 Wanshan AM Fee Agreements for FY2020 are more than 0.1% and less than 5%, the transactions contemplated thereunder shall constitute non-exempt CCTs under Rule 14.07 14A.76(2) of the Listing Rules in respect of each of the Continuing Connected Transactions and are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement annual review and independent shareholdersdisclosure requirements but exempt from Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules so far Rules. Since Xx. Xxxxx Xxx, Xx. Xxx Xxx, Xx. Xx Xxxxxx (all being executive Directors) and Xx. Xxx Xxxxxxxx (being a non-executive Director) are also directors of ZJ Holdings, and Xx. Xx Xxxxxx (being an executive Director) is the deputy general manager of ZJ Holdings, they abstained from voting on the relevant board resolutions approving the 2020 Wanshan AM Fee Agreements and the transactions contemplated thereunder. Save as NWDS is concerned. In view disclosed above, none of the interests of NWD and CTF Directors has a material interest in the relevant Continuing Connected Transactions, NWD, CTF and their associates will 2020 Wanshan AM Fee Agreements nor has any of them is required to abstain or abstained from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andboard resolutions.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, CNNC indirectly holds approximately 73.83% of the Company’s total issued share capital, and NWSH being is the ultimate controlling Shareholder of the Company. Since each of CNNC CNIH, the Project Company, CNNC Environmental Protection, China Nuclear Energy, CNNC Rich Energy, CNNC Capital Holdings, CNNC Sichuan Environmental Protection, CIRP, CNNC Environmental Protection Engineering and China Nuclear New Energy is a subsidiary of CNNC, each of CNNC CNIH, the Project Company, China Nuclear Energy, CNNC Environmental Protection, CNNC Rich Energy, CNNC Capital Holdings, CNNC Sichuan Environmental Protection, CIRP, CNNC Environmental Protection Engineering and China Nuclear New Energy is an associate of NWD is also CNNC and a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary Therefore, the entering into of NWD the Investment Cooperation Agreement and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under thereunder constitute a connected transaction of the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant highest applicable percentage ratios ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter transactions under the Investment Cooperation Agreement are exceeds 0.1% but is less than 2.55%, the Master Concessionaire Counter Agreement such transaction is subject to the reporting and announcement requirements but is exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD is concernedRules. NWDS will convene In respect of the EGM for Directors attending the purpose of seeking approval from Board meeting, connected Directors, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxx and Xxx Xxxxxxx were deemed to have material interests in entering into the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, Investment Cooperation Agreement and the Annual Capstransactions contemplated thereunder by virtue of being employed by CNNC and/or its associates and had thus abstained from voting on relevant Board resolutions in respect of the entering into of the Investment Cooperation Agreement and the transactions contemplated thereunder. The Independent Board Committee will be established to consider Directors (including the independent non-executive Directors) are of the view that the terms of the Continuing Connected TransactionsInvestment Cooperation Agreement are determined through arm’s length negotiation on normal commercial terms, the CCT Agreements and the Annual Capstransactions contemplated thereunder are fair and reasonable and are entered into in the ordinary and usual course of business of the Group, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS the Company and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, the Company and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members counter-parties of the CTF Jewellery Group 2024 MLAs, namely Emperor W&J, Emperor Capital, Emperor Culture, Xxxxxxx and AY Holdings, are associates of CTFindirectly controlled by the respective private discretionary trusts which were all set up by Xx. Xxxxx, which in turn who is a the deemed substantial shareholder of NWDthe Company. As such, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS , each of such counter-parties is a subsidiary deemed connected person of NWD the Company and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDaccordingly, the transactions contemplated under the Master Concessionaire Counter Agreement also 2024 MLAs constitute continuing connected transactions of NWD the Company. Xx. Xxx Xxx Man, Xxxxx, the Chairperson of the Board and a non-executive Director, and Xx. Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, the Vice Chairman of the Board and an executive Director, did abstain from voting on the relevant Board resolutions of the Company in view of their deemed interests in the transactions by virtue of being an associate of the eligible beneficiaries of the aforesaid private discretionary trusts and being one of the eligible beneficiaries of those trusts respectively. Xx. Xxxx Xxx Xxx, Ms. Fan Man Xxxxx, Xxxxxxx and Xx. Xxxxxx Xxxx Xxxxx, being the executive Directors, did abstain from voting on the relevant Board resolutions of the Company as they also take up a management role in the relevant counter-parties of the 2024 MLAs. Save for the aforesaid, no other Director has a material interest or conflict of role in the transactions and has abstained from voting. As the applicable percentage ratios (as defined in the Listing Rules) calculated with reference to the Aggregate Tenancy Annual Caps are more than 5% and exceed HK$10,000,000, the Aggregate Tenancy Annual Caps are subject to the announcement, reporting, annual review requirements and Independent Shareholders’ approval under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is As the controlling shareholder Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B are entered into by the Group within a 12-month period, they are aggregated as a series of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A pursuant to Rule 14A.81 of the Listing Rules. Since NWDS As Dongjiang Veolia is not a member of the Group, the Waste Processing Service Agreement A and the transactions contemplated thereunder do not constitute a connected transaction of the Company and are not subject to aggregation under Rule 14A.81 of the Listing Rules. As Jieyang ALBA is considered to be a subsidiary of NWD and CTF Jewellery is an associate of CTF a jointly controlled entity the equity interest in which is indirectly held as to 50% by Guangdong Rising Group, a substantial shareholder of NWDthe Company, Jieyang ALBA is considered to be an associate of Guangdong Rising Group and is therefore deemed to be a connected person of the Company. The Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated under the Master Concessionaire Counter Agreement also thereunder constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of (as defined in the Listing Rules Rules) in respect of each of the Continuing Connected Transactions Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated thereunder, on an aggregate basis, are more than 2.50.1% but all are less than 5%, each of the Continuing Connected Transactions is Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated thereunder, on an aggregate basis, are subject to the reportingreporting and announcement requirements, announcement but are exempt from circular and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules Rules. As Xx. Xxxx Xx (non-executive Director) holds position in respect of the Master Concessionaire Counter Agreement are less than 2.5%Guangdong Rising Group, the Master Concessionaire Counter Agreement he is subject considered to the reporting be materially interested in and announcement requirements but is exempt has therefore abstained from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant Board resolutions approving the Supplemental Waste Processing Service Agreement A, the CCT Agreements, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Disposal are more than 25% and all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the controlling shareholder reporting, announcement, circular and shareholders’ approval requirements under the Listing Rules. To the best of NWDS the Directors’ knowledge, information and hence belief having made all reasonable enquiries, as at the date of this announcement, Xx. Xxxx, being a connected person director of NWDS. NWD is interested in approximately 57certain subsidiaries of the Company, and his associates hold 100% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD Purchaser. Accordingly, the Purchaser is also a connected person of NWDS under the Listing Rules. Members of Company at the CTF Jewellery Group are associates of CTF, which in turn is subsidiary level and the Disposal constitutes a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of connected transaction for the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS By virtue of Rule 14A.101 of the Listing Rules, since (i) the Purchaser is a connected person at the subsidiary level, (ii) the Board has approved the Disposal, and (iii) the Directors (including the independent non-executive Directors) have also confirmed that the terms of the Disposal are fair and reasonable and the Disposal is on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole, the Disposal is subject to the reporting and announcement requirements, but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Chapter 14A of the Listing Rules. Subject to and upon Completion, the Target Company will become a wholly-owned subsidiary of NWD the Purchaser, and CTF Jewellery is will, therefore, become an associate of CTF which is Xx. Xxxx and a substantial shareholder connected person of NWD, the transactions contemplated under Company at the Master Concessionaire Counter subsidiary level. The Management Agreement also will constitute a continuing connected transactions of NWD transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions annual caps under the Management Agreement are more than 2.5expected to exceed 5%, each of the Continuing Connected Transactions Management Agreement is subject to the reporting, announcement announcement, annual review and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules so far as NWDS is concernedRules. In view of The Company will seek the interests of NWD and CTF in requisite Shareholders’ approval for the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsSPA, the CCT Agreements Management Agreement and the Annual Caps. As transactions contemplated thereunder either by way of a written approval from the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated controlling Shareholder pursuant to Rule 14.07 14.44 and Rule 14A.37 of the Listing Rules in respect Rules, where applicable, or by way of Shareholders’ approval to be obtained at an extraordinary general meeting of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and Company. Further announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider made by the terms of the Continuing Connected Transactions, the CCT Agreements Company as and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andwhen appropriate.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, DWCM Group is an indirect holding company of the Company. DWCM Group is in turn controlled by Dalian Xxxxx Group which is in turn controlled by Xx. Xxxx Xxxxxxx. DWCM Group and NWSH being an associate Dalian Xxxxx Group as controlling shareholders of NWD the Company are connected persons of the Company under the Listing Rules. Since Guilin Xxxxx and Zhuhai Xxxxx are respectively non-wholly-owned subsidiaries of DWCM Group, each of Guilin Xxxxx and Zhuhai Xxxxx is also a connected person of NWDS the Company under the Listing Rules. Members Accordingly, (i) the transactions contemplated under the New Carpark Tenancy Agreement entered into by the Guilin Project Company with Guilin Xxxxx; and (ii) the transactions contemplated under the New Entrusted Management Agreement entered into between the Guilin Project Company with Guilin Xxxxx and Zhuhai Xxxxx constitute continuing connected transactions of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A Pursuant to Rule 14A.81 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter New Carpark Tenancy Agreement also constitute continuing connected transactions and the Existing Tenancy Agreements shall be aggregated. As one or more applicable percentage ratios (as defined under the Listing Rules) (other than the profits ratio) in respect of NWD the highest annual cap of the New Carpark Tenancy Agreement (on its own and when aggregated with the annual caps of the Existing Tenancy Agreements) exceed 0.1% but are below 5%, the New Carpark Tenancy Agreement is subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant one or more applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements (as defined under the Listing Rules so far as NWDS is concerned. In view of Rules) (other than the interests of NWD and CTF profits ratio) in relation to the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of highest annual cap for the resolutions to be proposed at transactions contemplated under the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter New Entrusted Management Agreement exceed 0.1% but are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5below 5%, the Master Concessionaire Counter New Entrusted Management Agreement is subject to the reporting and announcement requirements requirements, but is are exempt from the circular and independent shareholdersShareholders’ approval requirement requirements under Chapter 14A of the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD As Japfa is a 30%-controlled company of the controlling shareholder Controlling Shareholders and Annona is a wholly-owned subsidiary of NWDS and hence Japfa, Annona is a connected person of NWDS. NWD is interested in approximately 57% the Company by virtue of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person substantial shareholder of NWDS the Company under the Listing Rules. Members of As such, the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS Transactions contemplated under the Listing Rules. Therefore, the Continuing Connected Transactions 2024 Renewed Supply Agreement will constitute continuing connected transactions of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A Given that some of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Annual Caps during the term of the 2024 Renewed Supply Agreement are less than 2.5exceed 5%, the Master Concessionaire Counter Agreement is Transactions contemplated thereunder are subject to the reporting reporting, announcement, annual review, circular and announcement requirements but is exempt from the independent shareholdersIndependent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. By virtue of (i) Xx. XXX Xxxx Nang being an executive Director, the Chief Executive Officer of Japfa and an executive director of Annona, and (ii) Xx. Xxxxxxxxx Xxxxxxx being a non-executive Director and together with her brother, Xx. Xxxxxxx Xxxxxxx (a controlling shareholder of the Company and an executive director of Japfa), jointly controlling over 50% interests in Japfa, Xx. XXX Xxxx Nang and Xx. Xxxxxxxxx Xxxxxxx are deemed to be materially interested in the Transactions contemplated under the Listing Rules so far as NWD is concerned2024 Renewed Supply Agreement and have abstained from voting on the relevant Board resolutions. NWDS will convene the EGM Save for the purpose aforementioned, none of seeking approval from the other Directors has a material interest in the continuing connected transactions contemplated under the 2024 Renewed Supply Agreement. An Independent Board Committee has been established to advise the Independent Shareholders on the Continuing Connected Transactions2024 Renewed Supply Agreement, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholeTransactions contemplated thereunder. An independent financial adviser will be Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this the same regard. A circular of NWDS containingAt the AGM, amongst an ordinary resolution, among others, further information on (i) will be put forward for the Continuing Connected Independent Shareholders to consider and, if thought fit, approve, the 2024 Renewed Supply Agreement, the Annual Caps and the Transactions contemplated thereunder. The Controlling Shareholders, who are or are deemed to be materially interested in the Transactions, and their respective associates are required to abstain from voting at the CCT Agreements AGM to approve the 2024 Renewed Supply Agreement, the Annual Caps and the Annual Caps; Transactions contemplated thereunder. Despite Xx. Xxx Xxxx Nang’s directorship or other senior management position in Annona and Xxxxx, the entering into of the 2024 Renewed Supply Agreement between the Company and Xxxxxx does not confer upon Xx. Xxx (iiwho is not a shareholder of Japfa) a letter of recommendation from the Independent Board Committee any benefit (whether economic or otherwise) which is not available to the Independent other Shareholders; (iii) . As such, Xx. Xxx Xxxx Nang is not considered to have a letter of advice material interest in the 2024 Renewed Supply Agreement and will not be required to abstain from voting at the independent financial adviser AGM to approve the Independent Board Committee; and2024 Renewed Supply Agreement, the Annual Caps and the Transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the controlling shareholder Supplemental Factoring Agreements itself was a discloseable transaction of NWDS the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and hence the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Supplemental Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Classic Winner and NWSH being an associate Xxxxxx Xxxxxxxxx are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are directors of NWD is also a connected person of NWDS under the Listing Rules. Members KEE Zhejiang and XXX Xxxxxxx and certain subsidiaries of the CTF Jewellery Group Company. Classic Winner and Nanhai Jinheming are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also therefore connected persons of NWD the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Second Lease Renewal Agreements, the Group shall recognise an additional asset representing its right to use the HK Property and NWDS the PRC Properties in the total amount of approximately HK$25.04 million. As such, the transactions under the Listing Rules. Therefore, the Continuing Connected Transactions Second Lease Renewal Agreements will be recognised as acquisitions of right-of-use assets which will constitute continuing one-off connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement transactions contemplated under the Second Lease Renewal Agreements in aggregate are more than 5% but are less than 2.525%, the Master Concessionaire Counter Agreement transactions contemplated under the Second Lease Renewal Agreements constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules, and is therefore subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concernedRules. NWDS will convene Given that (i) Classic Winner and Xxxxxx Xxxxxxxxx are connected persons at the EGM for subsidiary level; (ii) the purpose of seeking approval from Directors have approved the Independent Shareholders on Second Lease Renewal Agreements; and (iii) the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider independent non-executive Directors have confirmed that the terms of the Continuing Connected Transactions, the CCT Second Lease Renewal Agreements are fair and reasonable and the Annual Caps, transactions contemplated under the Second Lease Renewal Agreements are on normal commercial terms and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS the Company and the NWDS its Shareholders as a whole. An , the transactions contemplated under the Second Lease Renewal Agreements are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial adviser will be appointed advice and independent Shareholders’ approval requirements pursuant to advise Chapter 14A of the Independent Board Committee Listing Rules. None of the Directors of the Company has material interest in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Second Lease Renewal Agreements and the Annual Caps; (ii) a letter transactions contemplated thereunder and hence no Director is required to abstain from voting on the relevant resolutions of recommendation from the Independent Board Committee to approving the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andsame.

LISTING RULES IMPLICATIONS. NWD As at the date of the Master Services Agreement, Mr. Xxx is a non-executive Director, the Chairman of the Board and the controlling shareholder of NWDS the Company and hence he beneficially owns the entire interests in GIAL. Pursuant to the Listing Rules, Mr. Xxx is therefore a connected person of NWDS. NWD the Company and GIAL is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD Mr. Xxx and is also therefore an associate of a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS Financial Services contemplated under the Listing Rules. Therefore, the Continuing Connected Transactions Master Services Agreement constitute continuing connected transactions of NWDS under Chapter 14A of for the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one of the relevant percentage ratios calculated pursuant to (other than profits ratio) as defined in Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 14A.10 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less Continuing Connected Transactions is more than 2.5%% on an annual basis and each of the aggregated Annual Caps for the period from 1 January 2009 to 30 June 2010 and the two financial years ending 30 June 2012 is more than HK$10 million, the Master Concessionaire Counter Agreement is Continuing Connected Transactions are subject to the reporting reporting, announcement and announcement requirements but is exempt from the independent shareholdersIndependent Shareholders’ approval requirement under requirements pursuant to Rule 14A.34 of the Listing Rules so far as NWD Rules. Given that Mr. Xxx is concerned. NWDS will convene a connected person of the EGM for the purpose of seeking approval from the Independent Shareholders on Company and is interested in the Continuing Connected Transactions, Mr. Xxx and his associates will abstain from voting at the CCT AgreementsSGM for approving the Master Services Agreement, the Continuing Connected Transactions and the Annual Caps. The Independent Board Committee will be comprising the independent non-executive Directors namely Messrs. Tso Hon Sai, Bosco, Xxxx Xxx Xxxx and Xxx Xxx Xxx, Xxxxxxx has been established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether in respect of the terms of the Master Services Agreement, the Continuing Connected Transactions, the CCT Agreements Transactions and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholeCaps. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Master Services Agreement, the Continuing Connected Transactions and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in this regardthe interests of the Company and the Shareholders as a whole. A circular None of NWDS containing, amongst others, further information on (i) the members of the Independent Board Committee has a material interest in the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group Company, they are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also therefore connected persons of NWD and NWDS under the Listing RulesCompany. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDAccordingly, the transactions contemplated under the COFCO International Master Concessionaire Counter Agreement also and the Capital Increase Agreement constitute continuing connected transactions of NWD the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under Chapter 14A the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of in accordance with the Listing Rules in respect of each of the Continuing Connected Transactions COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 2.55%, each but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Continuing Connected Transactions is Company and are subject to the reporting, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules so far as NWDS Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is concerned. In view of fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements Company and the Annual CapsShareholders as a whole. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant The Independent Board Committee comprising all INEDs has been formed to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from advise the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, COFCO International Master Agreement and the Annual CapsCapital Increase Agreement. The Independent Board Committee will be established to consider the terms Committee, taking into account of the Continuing Connected Transactionsrecommendations of the IFA, the CCT Agreements and the Annual Caps, and to will advise the Independent Shareholders as on the matters under Rule 14A.40 of the Listing Rules. According to whether the Continuing Connected Transactionsarticles of association of the Company, only the CCT Agreements INEDs shall vote on the approval of the COFCO International Master Agreement and the Annual Caps are Capital Increase Agreement, and none of the INEDs has a material interest in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions thereunder.

LISTING RULES IMPLICATIONS. NWD Angang Group Company indirectly holds, through Angang Holding, an approximate 67.29% equity interest in the Company and hence, is the ultimate controlling shareholder of NWDS the Company and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH Company as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD defined under Chapter 14A of the Listing Rules. As an ultimate subsidiary of Angang Group Company, Pangang Vanadium & Titanium is a connected person of the relevant percentage ratios calculated Company as defined under Chapter 14A of Listing Rules. As such, the transactions contemplated under the Supply of Materials and Services Agreement and the Supply of Raw Materials Agreement constitute continuing connected transactions of the Company. As the proposed transactions under the Supply of Raw Materials Agreement concern the supply of raw materials, it is similar in nature with certain transactions under the Supply of Materials and Services Agreement, and therefore they are aggregated pursuant to Rule 14.07 14A.81 of the Listing Rules in respect Rules. Based on the applicable percentage ratios, the proposed annual monetary caps for transactions contemplated under the Supply of each Materials and Services Agreement and the Supply of Raw Materials Agreement (as aggregated with the Continuing Connected Transactions Supply of Materials and Services Agreement) constitute non-exempt continuing connected transactions that are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect Rules. Xx. Xxx Xxx, a Director of the Master Concessionaire Counter Company who also holds the position of vice- general manager of Angang Group Company, is considered to have a material interest in the transactions under the Supply of Materials and Services Agreement are less than 2.5%, and the Master Concessionaire Counter Supply of Raw Materials Agreement is subject due to his senior management position in Angang Group Company. He has abstained from voting on the resolutions in relation to the reporting Supply of Materials and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, Services Agreement and the Annual CapsSupply of Raw Materials Agreement proposed to the Board. The Independent Board Committee will be established to consider the terms Save as disclosed above, none of the Continuing Connected Transactions, Directors attended the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are Board meeting has a material interest in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andaforementioned agreements.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, XXXX is indirectly interested in 51% of the equity interest in the Company, hence a controlling shareholder of NWDS the Company and, accordingly, a connected person of the Company. As disclosed in the section headed “VIII. Information on the parties to the Capital Contribution Agreement” of this announcement, each of Weichai Power, Xxxxxxx Xxxxx, Shantui Investment and Zhongtong Bus is a subsidiary of SHIG and hence a connected person of NWDSthe Company. NWD Since the Target Company is interested in approximately 57% a subsidiary of SHIG, the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD Target Company is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under Capital Contribution to be made by Ji’nan Power to the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions Target Company contemplated under the Master Concessionaire Counter Capital Contribution Agreement also constitute continuing constitutes a connected transactions transaction of NWD the Company under Chapter 14A of the Listing Rules. As the relevant highest applicable percentage ratios ratio calculated pursuant to Rule 14.07 the Listing Rules for the Capital Contribution Agreement and the transactions contemplated thereunder is more than 0.1% but all applicable percentage ratios are less than 5%, the entering into of the Capital Contribution Agreement and the transactions contemplated thereunder is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules in respect of each but is exempt from the independent Shareholders’ approval requirement. Upon completion of the Continuing Connected Transactions are Capital Contribution pursuant to the Capital Contribution Agreement, the Target Company will become an indirect non-wholly owned subsidiary of the Company. As SHIG (being a controlling shareholder of the Company) will be indirectly interested in more than 2.5%, each 10% of the Continuing Connected Transactions is subject to total equity interest in the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view Target Company after completion of the interests of NWD and CTF in Capital Contribution, the relevant Continuing Connected Transactions, NWD, CTF and their associates Target Company will abstain from voting in respect become a connected subsidiary of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated Company pursuant to Rule 14.07 14A.16 of the Listing Rules, and therefore, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, transactions between the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, Group and the Annual Caps. The Independent Board Committee will be established to consider Target Group as well as between the terms Target Group and the connected person(s) of the Continuing Connected Transactions, Company. At the CCT Agreements Board meeting approving the Capital Contribution Agreement and the Annual Capstransactions contemplated thereunder, Mr. Xxxx Xxxx and to advise Xx. Xxxxx Xxx have abstained from voting in respect of the Independent Shareholders resolution in view of their respective position(s) in the relevant connected person(s). Mr. Xxx Xxxxxxx, despite also being a Director interested in the relevant transaction given his position in the relevant connected person, did not attend the relevant Board meeting and did not vote in respect of the relevant resolution. Save as to whether disclosed above, none of the Continuing Connected Transactions, Directors has a material interest in the CCT Agreements Capital Contribution Agreement and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD is As at the controlling shareholder date of NWDS and hence a connected person of NWDS. NWD is interested in this announcement, CDC together with its subsidiaries hold approximately 5753.09% of the issued share capital of NWSH as at the date Company. Since Datang Leasing Company is a subsidiary of this announcement and NWSH being an associate of NWD CDC, Datang Leasing Company is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD 2022 Financial Business Cooperation Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions transactions contemplated thereunder constitute continuing connected transactions of NWDS the Company. Pursuant to Rules 14.22 and 14A.81 of the Listing Rules, the transactions contemplated under the 2022 Financial Business Cooperation Agreement should be aggregated with the Previous Transactions and treated as if they were one transaction. Since the highest applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the categories of direct lease and sale and lease-back contemplated under the 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, are more than 5%, such transactions are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary the highest applicable percentage ratios (as defined in Rule 14.07 of NWD and CTF Jewellery is an associate the Listing Rules) in respect of CTF which is a substantial shareholder of NWD, the transactions under the categories of direct lease and sale and lease-back contemplated under the Master Concessionaire Counter Agreement also 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, are more than 5% but less than 25%, such transactions constitute continuing connected discloseable transactions of NWD the Company, and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. Since the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the category of factoring business contemplated under the 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, is more than 5%, such transactions are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Since the relevant highest applicable percentage ratios calculated pursuant to ratio (as defined in Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting Rules) in respect of the resolutions to be proposed at transactions under the EGM to approve category of factoring business contemplated under the Continuing Connected 2022 Financial Business Cooperation Agreement, when aggregated with the same type of transactions in the Previous Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect is more than 5% but less than 25%, such transactions constitute discloseable transactions of the Master Concessionaire Counter Agreement Company, and are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14 of the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a The Relevant Directors are connected person of NWDS. NWD is interested in approximately 57% persons of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members As certain relatives of the CTF Jewellery Group Relevant Directors who are associates persons referred to in Rule 14A.11(4)(c)(i) of CTFthe Listing Rules together exercise or control the exercise of more than 50% of the voting power at general meetings or control the composition of a majority of the board of directors of each of the Xxx Xxxxxx Minority Shareholders, which in turn each of the Xxx Xxxxxx Minority Shareholders is an associate of the Relevant Directors within the meaning of Rule 14A.11(4)(c)(ii) of the Listing Rules and each of them is thus a connected person of the Company. As the Xxx Xxxxxx Minority Shareholders are together entitled to exercise more than 10% of the voting power at general meetings of Xxx Xxxxxx, Xxx Xxxxxx being a non wholly- owned subsidiary of the Company is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members connected person of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. Therefore, The Existing Tenancies and the Continuing Connected Transactions Leasing Arrangements contemplated under the Master Leasing Agreement therefore constitute continuing connected transactions of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary In light that the Xxx Xxxxxx Minority Shareholders are associates of NWD the Relevant Directors as set out above, all the Relevant Directors have abstained from voting on the resolutions proposed at the board meeting of the Company to approve the Master Leasing Agreement and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under thereunder and the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing RulesAnnual Caps. As the relevant aggregate annual consideration payable by the Company in respect of the Existing Tenancies exceeds HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more is less than 2.55%, each of the Continuing Connected Transactions is Existing Tenancies are only subject to the reporting, annual review and announcement and requirements but are exempted from the independent shareholders’ approval requirements requirement under the Listing Rules so far as NWDS is concernedRules. In view As certain of the interests of NWD and CTF in Annual Caps payable by the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting Group in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of Leasing Arrangements contemplated under the Master Concessionaire Counter Leasing Agreement are more than exceed HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are is less than 2.55%, the Master Concessionaire Counter Leasing Agreement is and the Leasing Arrangements contemplated thereunder are also only subject to the reporting reporting, annual review and announcement requirements but is exempt are exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Communications Group is a controlling shareholder of the Company. As at the date of this announcement, Shensuzhewan Branch is a branch company of Communications Group; Ningbo Yongtaiwen Co is an approximately 80.45% owned subsidiary of Communications Group; Jiaxiao Co is a 70% owned subsidiary of Communications Group; Santongdao South Connection Co is a wholly owned subsidiary of Ningbo Yongtaiwen Co; Hangxuan Co is a wholly owned subsidiary of Communications Group and NWSH being an associate North Channel Co is a 60% owned subsidiary of NWD Communications Group. Therefore, each of Shensuzhewan Branch, Ningbo Yongtaiwen Co, Jiaxiao Co, Santongdao South Connection Co, Hangxuan Co and North Channel Co is also a connected person of NWDS the Company and as a result, the respective transactions contemplated under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions Entrusted Management Agreements constitute continuing connected transactions of NWDS for the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary Pursuant to Rule 14A.81 and Rule 14A.83 of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Listing Rules, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute Entrusted Management Agreements are required to be aggregated with the respective transactions under the Previous Agreements which were continuing connected transactions entered into with the associates of NWD the same connected person (i.e. Communications Group) and are of the same nature. As one or more of the percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the respective transactions carried out on a continuing basis under the Previous Agreements are more than 0.1% but less than 5%, the transactions contemplated under the Entrusted Management Agreements are subject to reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the Principal terms of the Continuing Connected TransactionsEntrusted Management Agreements are summarized as below: Date: August 6, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and2024

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, each of CB Property Management Co. and NWSH being Wuhan Fuxin is an associate indirect wholly-owned subsidiary of NWD CITIC Limited, the controlling shareholder of the Company which is also interested in approximately 59.68% of the total number of Shares in issue. Accordingly, each of CB Property Management Co. and Xxxxx Xxxxx is a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing RulesCompany. Therefore, the Continuing Connected Transactions entering into of the PRC Tenancy Agreements and the transactions contemplated thereunder constitute continuing connected transactions of NWDS under Chapter 14A of for the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant PRC Tenancy Agreements are of similar nature and use of the properties and they have been entered into within the same 12-month period, the Company has aggregated and treated the PRC Tenancy Agreements as if they were one transaction in accordance with Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio calculated with reference to the annual caps for the 2018 Wuhan Tenancy Agreement on a stand-alone basis, is less than 0.1%, the 2018 Wuhan Tenancy Agreement and the transaction contemplated thereunder on a stand-alone basis were exempt from the reporting, announcement, annual review and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the highest of the applicable percentage ratios calculated pursuant with reference to Rule 14.07 of the Listing Rules in respect of each of annual caps for the Continuing Connected Transactions are 2018 Beijing Tenancy Agreement on a stand-alone basis, and with reference to the annual caps for the PRC Tenancy Agreements on an aggregated basis, is more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is PRC Tenancy Agreements and the transactions contemplated thereunder are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactionsannual review requirements, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement but are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD Rules. Xx. Xxx Xxxx, an executive director of the Company, is concernedthe Chairman of the Tenant and also the Assistant President of CITIC Limited. NWDS will convene In addition, Xx. Xxx Xxxx, a non-executive director of the EGM for Company, is a director of CITIC Pacific Limited and Mr. Xxx Xxxxxx, a non-executive director of the purpose Company, is also a director and Chief Financial Officer of seeking approval CITIC Pacific Limited. In order to avoid the perception of a conflict of interest, Xx. Xxx Xxxx has abstained from the Independent Shareholders voting on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms board resolutions of the Continuing Connected Transactions, Company for considering and approving the CCT transactions contemplated under the PRC Tenancy Agreements and Xx. Xxx Xxxx and Mr. Xxx Xxxxxx have abstained from voting on the Annual Capsboard resolutions of the Company for considering and approving the transactions contemplated under the 2018 Wuhan Tenancy Agreement. Save as disclosed above, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are no other Directors has a material interest in the interests Transaction or is required to abstain from voting on the board resolutions of NWDS the Company for considering and approving the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being an associate announcement, Huayu Environmental is indirectly controlled by Ms. Xx Xxxxxxxx, a director of NWD Maoye Commercial Co., Ltd., which is also a subsidiary of the Company. Therefore, Huayu Environmental is a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD , and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDboth the Existing Integrated Sanitation Services Agreement and the Integrated Sanitation Services Framework Agreement, and the transactions contemplated under the Master Concessionaire Counter Agreement also thereunder, constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of (other than the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios profits ratio) calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter largest annual cap of the Existing Integrated Sanitation Services Agreement are (being approximately RMB2.2 million) were all less than 2.51%, pursuant to Rule 14A.76(1) of the Listing Rules, the Existing Integrated Sanitation Services Agreement and the transactions contemplated thereunder constituted de minimis transactions and as such, were fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. As the relevant percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the Listing Rules in respect of the largest annual cap of the Integrated Sanitation Services Framework Agreement (which incorporates the annual caps for the Existing Integrated Sanitation Services Agreement) are all less than 5%, the Master Concessionaire Counter Integrated Sanitation Services Framework Agreement is and the transactions contemplated thereunder (including the transactions contemplated under the Existing Integrated Sanitation Services Agreement) are subject to the reporting reporting, announcement and announcement annual review requirements pursuant to Chapter 14A of the Listing Rules, but is are exempt from the circular (including independent shareholdersfinancial advice) and independent Shareholders’ approval requirement requirement. On 29 September 2023, Qinhuangdao Maoye Real Estate Development Co. (an indirect wholly- owned subsidiary of the Company) entered into the Existing Integrated Sanitation Services Agreement with Huayu Environmental, pursuant to which Huayu Environmental shall provide integrated sanitation services for Qinhuangdao Maoye Complex, a shopping center within the Group's retail network. The largest annual cap for the Existing Integrated Sanitation Services Agreement was approximately RMB2.2 million. Pursuant to Rule 14A.76(1) of the Listing Rules, the Existing Integrated Sanitation Services Agreement and the transactions contemplated thereunder constituted de minimis transactions and as such, were fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. In view of the positive results of the cooperation between the Group and Huayu Environmental under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT AgreementsExisting Integrated Sanitation Services Agreement, and the Annual Capsbusiness need for similar integrated sanitation services to be provided at other locations within the Group's retail network, it is expected that the transaction amount for the two financial years ending 31 December 2025 between the Group and Huayu Environmental and its subsidiaries will be higher than the annual caps under the Existing Integrated Sanitation Services Agreement. The Independent Board Committee will be established announces that the Company intends to consider enter into the terms Integrated Sanitation Services Framework Agreement with Huayu Environmental, to provide a framework for the continued provision of the Continuing Connected Transactionsintegrated sanitation services for Qinhuangdao Maoye Complex under the Existing Integrated Sanitation Services Agreement, to provide a framework for the CCT Agreements and provision of the Annual Capsintegrated sanitation services for other locations within the Group's retail network, and to advise set annual caps for the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholetwo financial years ending 31 December 2025. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee Pursuant to the Independent Shareholders; Integrated Sanitation Services Framework Agreement, Huayu Environmental or its subsidiaries shall provide integrated sanitation services for the spaces and settings owned or used by the Group's stores or buildings (iii) a letter including but not limited to Qinhuangdao Maoye Complex). Under the Integrated Sanitation Services Framework Agreement, members of advice from the independent financial adviser Group will enter into separate integrated sanitation services agreements with Huayu Environmental or its subsidiaries, to set out the Independent Board Committee; andspecific terms and conditions in respect of the provision of integrated sanitation services by Huayu Environmental or its subsidiaries.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Wanan Xiexun is a direct wholly-owned subsidiary of Luxshare Precision. As Luxshare Precision is a Controlling Shareholder interested in approximately 70.95% of issued Shares through its wholly owned subsidiary, namely Luxshare Precision Limited, and NWSH being is ultimately controlled by Xx. Xxxx Xxxxxxx and Xx. Xxxx Xxxxxxxx, Xxxxx Xxxxxx is an associate of NWD Luxshare Precision and is also a connected person of NWDS under the Listing RulesCompany. Members of Accordingly the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions transactions with Xxxxx Xxxxxx will constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant highest of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements (as defined under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting Rules) in respect of the resolutions total value of the right-of-use assets to be proposed at recognised by the EGM to approve Group under the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Ji’an Premises Lease Agreement are is more than HK$1,000,000 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.55%, the Master Concessionaire Counter transactions contemplated under the Ji’an Premises Lease Agreement is subject to the reporting and announcement requirements but is are exempt from the independent shareholdersIndependent Shareholders’ approval requirement under Chapter 14A of the Listing Rules so far Rules. Due to her beneficial interests in Luxshare Precision, Xx. Xxxx Xxxxxxx, the chairman of the Board and the non-executive Director, is regarded as NWD is concerned. NWDS will convene having a material interest in the EGM for transactions contemplated under the purpose of seeking approval Ji’an Premises Lease Agreement, and has abstained from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant resolutions of the Board for approving the Ji’an Premises Lease Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for Xx. Xxxx Xxxxxxx, none of the CCT AgreementsDirectors has any material interest in the Ji’an Premises Lease Agreement, and none of them are required to abstain from voting on the Annual Capsrelevant resolutions of the Board. On 20 July 2023, Jiangxi Time, an indirect wholly-owned subsidiary of the Company, as tenant entered into the Ji’an Premises Lease Agreement with Wanan Xiexun, a direct wholly-owned subsidiary of Luxshare Precision, as landlord with a term commencing from 1 August 2023 to 31 July 2026 (both days inclusive) for leasing the Premises for operation of the Group. The Independent Board Committee will be established to consider the principal terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps Ji’an Premises Lease Agreement are in the interests of NWDS and the NWDS Shareholders as a wholesummarised below. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on Date : 20 July 2023 Parties : (i) the Continuing Connected TransactionsJiangxi Time, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andas tenant

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, BII HK held 1,157,634,900 shares in the Company, representing approximately 55.12% of the existing issued share capital of the Company. BII HK is the controlling a substantial shareholder of NWDS the Company and hence a connected person of NWDSthe Company. NWD BII is interested in approximately 57% the sole beneficial shareholder of the issued share capital of NWSH as at the date of this announcement BII HK and NWSH being BII Technical. Accordingly, BII Technical is an associate of NWD BII and BII HK, and is also therefore a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS Accordingly, the transaction contemplated under the Property C Tenancy Agreement constitutes continuing connected transaction for the Company under the Listing Rules. Reference is a subsidiary also made to the announcement of NWD the Company dated 23 December 2019 in relation to, among others, the Property A Tenancy Agreement and CTF Jewellery the Property B Tenancy Agreement, pursuant to which each of BII Zhuoyue and ERG BJ agreed to lease Property A and Property B, respectively, from Beijing Metro Network. Beijing Metro Network is wholly owned by BII. Accordingly, Beijing Metro Network is an associate of CTF which BII and BII HK, and is therefore a substantial shareholder connected person of NWDthe Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Master Concessionaire Counter Property A Tenancy Agreement also constitute and the Property B Tenancy Agreement constituted continuing connected transactions for the Company under the Listing Rules. As the applicable percentage ratios of NWD the transaction contemplated under the Property C Tenancy Agreement, together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are more than 0.1% but less than 5%, the transactions contemplated under the Property C Tenancy Agreement, and together with the transactions contemplated under the Property A Tenancy Agreement and the Property B Tenancy Agreement on an aggregated basis, are subject to the reporting, annual review and announcement requirements, and are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the relevant percentage ratios calculated pursuant to Rule 14.07 date of this announcement, Xx. Xxxxx Xxxxxx, a non-executive Director and the chairman of the Listing Rules in respect of each Board, was the chairman of the Continuing Connected Transactions are more than 2.5%board of directors of BII. Xx. Xxxx Xxxx, a non-executive Director, was the vice general manager of BII. Xx. Xxxxx Xx, a non-executive Director, was the assistant to general manager of BII and the general manager of the rail transit department of BII. Xx. Xxx Xxxxxx, a non-executive Director, was the board secretary and the general manager of the investment and development department of BII. BII Technical is a subsidiary of BII and is also the landlord in the transaction contemplated under the Property C Tenancy Agreement. Accordingly, each of Xx. Xxxxx Xxxxxx, Xx. Xxxx Xxxx, Xx. Xxxxx Xx and Xx. Xxx Xxxxxx was considered to have a material interest in the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements transactions contemplated under the Listing Rules so far as NWDS is concerned. In view Property C Tenancy Agreement by virtue of the interests of NWD their management position held in BII respectively and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain had abstained from voting in respect of on the resolutions to be proposed at board resolution(s) approving the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement transactions contemplated under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andProperty C Tenancy Agreement.