Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. The transactions contemplated under the Finance Leasing Framework Agreement will constitute transactions under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the transactions contemplated under Finance Leasing Framework Agreement exceed 25% but less than 100%, the transactions contemplated thereunder constitute a major transaction for the Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKNanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in- law of Xx. Xxx Xxxxxxxx, which is a substantial shareholder and a connected person one of the Company holding 641,566,556 SharesControlling Shareholders, representing approximately 39.26% and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the issued share capital Group and the non-executive Director. For the purpose of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of transaction rules under the Company. AccordinglyListing Rules, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Directors considered Nanshan Group to be deemed connected transactions of the Company persons under Rule 14A.31 14A.21 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000Accordingly, the CCT and Xxxxx CCT Finance Leasing Framework Agreement will also constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on As one or more of the resolution(s) applicable percentage ratios in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledgeAnnual Caps are more than 5%, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder are subject to the announcement, reporting, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the term of the Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may exceed three (3) years, the Company has appointed Lego as the Independent Financial Adviser to explain why the Individual Agreement requires a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.

LISTING RULES IMPLICATIONS. As at The Landlords are companies wholly-owned by Xx. Xxx, the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person chairman of the Company holding 641,566,556 SharesBoard, representing approximately 39.26% of an executive Director and the issued share capital of the Companycontrolling Shareholder. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will The Tenancy Agreements accordingly constitute continuing connected transactions of for the Company under Rule 14A.31 of the Listing Rules. As the aggregate annual rental payable by the Group to the Landlords under the Tenancy Agreements will exceed HK$10,000,000 and 5% of one of the applicable percentage ratio exceeds 5% and ratios calculated under the Listing Rules, the transactions amount contemplated under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT Tenancy Agreements accordingly constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Regarding the Financial Services Agreements, although the maximum amount of financing which is likely to be required by each of Xx. Xxx, Xx. Xxxx, Xx. Xx, Xx. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for Xxxx (together with their respective associates) is not expected to exceed 5% of the Board resolutions for approving applicable percentage ratios calculated under the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and Listing Rules, it will exceed HK$3,000,000. Therefore, the transactions contemplated thereunderunder the Financial Services Agreements for these connected persons will be subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. On the other hand, given that the maximum amount of financing which is likely to be required by each of Xx. Xxx, Xx. Xxxxxx Xxxx and Xx. Xxxxxx Xxxx (when aggregated with Xx. Xxx), together with their respective associates will exceed HK$10,000,000 and 5% of some of the applicable percentage ratios calculated under the Listing Rules, the transactions contemplated under the Financial Services Agreements for these connected persons accordingly constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Regarding the Brokerage Services Agreements, although the aggregate annual brokerage fee payable by Xx. Xxx, Xx. Xxxxxx Xxxx and their associates is not expected to exceed 5% of the applicable percentage ratios calculated under the Listing Rules, it will exceed HK$3,000,000. Therefore, the transactions contemplated under the Brokerage Services Agreements will be subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. A circular containing, among other things, further particulars of the Tenancy Agreements and the Financial Services Agreements with Xx. Xxx, Xx. Xxxxxx Xxxx and Xx. Xxxxxx Xxxx, the letter from the independent board committee and the advice from the independent financial adviser together with the notice convening the EGM will be despatched to the Shareholders on or about 1 March 2016.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person one or more of the Company holding 641,566,556 Shares, representing approximately 39.26% applicable percentage ratios in respect of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreementeach of the Finance Lease Arrangement I and Finance Lease Arrangement II when aggregated or on a standalone basis exceed 5% but are less than 25%, namely (i) provision of Company Services by transactions contemplated under the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Finance Lease Arrangements constitute continuing connected discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to the announcement requirement but is exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is also made to the Previous Finance Lease Arrangement among TSFL SPV (as buyer and owner), the Previous Sellers and SDME (SG), in the past twelve months prior to the Finance Lease Arrangements, pursuant to which (i) TSFL SPV has purchased Previous Vessel from the Previous Sellers at a total consideration of US$31,250,000, and (ii) the TSFL SPV has agreed to lease the Previous Vessel to an affiliate of SDME (SG) with a period of 6 years. According to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the Previous Finance Lease Arrangement is lower than 5%, the Previous Finance Lease Arrangement is not subject to the announcement requirement under Chapter 14 of the Listing Rules. Considered that as SDME (SG) is a party to the Previous Finance Lease Arrangement and the Finance Lease Arrangements, for the purpose of transaction classification under Chapter 14 of the Listing Rules, the Previous Finance Lease Arrangement and the Finance Lease Arrangements are aggregated according to Rule 14A.31 14.22 of the Listing Rules. As one or more of the applicable percentage ratio exceeds ratios in respect of the transactions contemplated under each of the Finance Lease Arrangements and Previous Finance Lease Arrangement when aggregated exceed 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000but are less than 25%, the CCT and Xxxxx CCT constitute non-exempt continuing connected Finance Lease Arrangements remain discloseable transactions for of the Company and are subject to reportingthe announcement requirement, annual review, announcement and Independent Shareholdersbut is exempt from the shareholders’ approval requirements pursuant to requirement under Chapter 14A 14 of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date Purchaser is an associate of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and of a subsidiary of the Company, the Purchaser is a connected person of the Company holding 641,566,556 Sharesat the subsidiary level. Accordingly, representing approximately 39.26% of the issued share capital Disposal constitutes a connected transaction of the Company. Therefore, Xxxxx is deemed as a substantial shareholder As the Board (including the independent non-executive Directors) has approved the Equity Transfer Agreement and connected person the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms and that its terms are fair and reasonable and in the interests of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of Shareholders as a whole, the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount Disposal contemplated under the Master Equity Transfer Agreement exceeds HK$10,000,000is exempted from the circular, the CCT independent financial advice and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.101 of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on Further, given that one or more of the resolution(s) applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the CCT and Xxxxx CCT at Disposal exceed 25% but none of such percentage ratios is 75% or above, the EGMDisposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder none of the Shareholders has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Disposal under the Equity Transfer Agreement and its associate(s), no other Shareholder therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the EGM date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Disposal, no Director was required to abstain from voting on the resolution of the Board in respect of the resolutions relating Disposal. A circular containing, among other things, further information in respect of the Disposal will be despatched to the Master AgreementShareholders for their information on or before 24 June 2016. Mr. Xxx Xxx and XxIn order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of this announcement. Xxx Xx are regarded as having a material interest and have abstained from voting for THE DISPOSAL On 12 May 2016, SUD entered into the Board resolutions for approving Equity Transfer Agreement with the Master Agreement (including the Annual Cap Purchaser pursuant to which SUD has agreed to sell and the Xxxxx Annual Caps) and Purchaser has agreed to acquire the transactions contemplated thereunder.Equity Interest, representing 40% equity interest in SUD Longcheng. THE EQUITY TRANSFER AGREEMENT Date 12 May 2016 Parties

LISTING RULES IMPLICATIONS. As at the date Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of this announcement, Xxxxx wholly owns Xxxxx HKFCL, which is a substantial shareholder of Shanghai Zhongjun, and a connected person bank within a 12-month period prior to the date of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyFifth Entrusted Loan Agreement, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by Fifth Entrusted Loan Agreement will be aggregated with the Company Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 14.23 of the Listing Rules. As the applicable percentage ratio exceeds Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the transactions amount reporting and announcement requirements under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute Listing Rules. Shanghai Zhongjun is a non-exempt continuing wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected transactions for person of the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to (at the subsidiary level) under Chapter 14A of the Listing Rules. Xxxxx HK As a result, the entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and its associate(s) terms are required fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to abstain the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. None of the Directors have a material interest in the Fifth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, none of the Directors has abstained from voting on the resolution(s) in respect resolutions of the CCT and Xxxxx CCT at the EGM. To the best Board for approval of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Fifth Entrusted Loan Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 BII HK held 1,157,634,900 Shares, representing approximately 39.2655.20% of the existing issued share capital of the Company. Therefore, Xxxxx BII HK is deemed as a substantial shareholder of the Company and hence a connected person of the Company. AccordinglyBII is the sole beneficial shareholder of BII HK and hence it is also a connected person of the Company. BII directly holds the entire equity interests in Traffic Control Silicon Valley. Therefore, the transactions contemplated under Master AgreementTraffic Control Silicon Valley is an associate of BII, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Traffic Control Silicon Valley is therefore a connected transactions person of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK Accordingly, the transaction contemplated under the 2024 Tenancy Agreement constitutes a connected transaction for the Company under the Listing Rules. Reference is made to the announcement of the Company dated 14 August 2023 in relation to, among others, the 2023 Tenancy Agreement entered into between Litmus (as tenant) and its associate(sTraffic Control Silicon Valley (as landlord) are regarding the lease of Property 1. The transaction contemplated under the 2023 Tenancy Agreement constituted connected transactions for the Company under the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of the Listing Rules, the transaction contemplated under the 2023 Tenancy Agreement is required to abstain be aggregated with the 2024 Tenancy Agreement, as such tenancy agreements were (i) connected transactions entered into with the same connected person; and (ii) such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transactions contemplated under the 2023 Tenancy Agreement and the 2024 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 at the date of this announcement, Xx. Xxxx Xxxx, a non-executive Director and the chairman of the Board, is the vice general manager of BII. Accordingly, Xx. Xxxx Xxxx was considered to have a material interest in the transactions contemplated under the 2024 Tenancy Agreement by virtue of his management positions held in BII, and had abstained from voting on the board resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including transaction contemplated under the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder2024 Tenancy Agreement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKSHK Real Estate is a wholly-owned subsidiary of SHKP, which in turn is a substantial shareholder the controlling Shareholder. Accordingly, SHK Real Estate is an associate of SHKP and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under the Listing Rules. The entering into of the issued share capital of the Company. Therefore, Xxxxx is deemed as Project Management Agreement therefore constitutes a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the consideration payable by iAdvantage under the Project Management Agreement exceeds HK$3,000,000 and one of the applicable percentage ratio exceeds ratios for the transactions contemplated under the Project Management Agreement calculated pursuant to Rule 14.07 of the Listing Rules is more than 0.1% but less than 5% %, the Project Management Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to reporting, annual review, the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and Independent Shareholdersindependent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK As Messrs. XXXX Xxxx-luen, Xxxxxxx, XXXX Xxx-xxx, Xxxxx, XXXX Xxx-xx, Xxxx and its associate(s) XXXX Xxx-wang, Xxxxxxxxxxx are required to abstain from voting on directors of both the resolution(s) in respect of the CCT Company and Xxxxx CCT at the EGM. To the best of the Directors’ knowledgeSHKP, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx they are regarded as having a material interest and have abstained from voting for materially interested in the Board resolutions for approving the Master Project Management Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder, and they had therefore abstained from voting on the board resolutions of the Company to approve the Project Management Agreement and the transactions contemplated thereunder. As Xx. XXXXXX Xxxx-xxx is a consultant of the solicitors firm which has provided professional services to the Company in relation to the Project Management Agreement, he had also abstained from voting on the board resolutions of the Company to approve the Project Management Agreement to avoid potential conflicts of interests. Likewise, as Messrs. Xxxxx Xxxxxx XXXXXX and XXXX Xxxx-xx, Xxxxxx xxxx certain posts in relevant subsidiaries of SHKP, they had also abstained from voting on the board resolutions of the Company to approve the Project Management Agreement to avoid potential conflicts of interests.

LISTING RULES IMPLICATIONS. As at Sinomax Kuka is an indirect non-wholly owned subsidiary of the date of this announcement, Xxxxx wholly owns Xxxxx HKCompany, which is owned as to 60% by the Group and as to 40% by Gu Jia Household. Gu Jia Household is the holding company of each of Gu Jia Bedding, Gu Xxx Xxxxxx, Gu Jia Intelligence and Gu Jia Jiaxing. As a substantial shareholder and of a subsidiary of the Company, Gu Jia Household is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under Rule 14A.07(1) of the issued share capital Listing Rules. As such, each of Gu Xxx Xxxxxx, Xx Xxx Xxxxxxx, Gu Jia Intelligence and Gu Xxx Xxxxxxx, is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Company. Therefore, Xxxxx is deemed as Listing Rules and hence a substantial shareholder and connected person of the CompanyCompany under Rule 14A.07(4) of the Listing Rules. AccordinglyHence, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Revised Haining Procurement Agreement constitute continuing connected transactions of the Company under Rule 14A.31 Company. While one or more of the Listing Rules. As the applicable percentage ratio exceeds 5% and ratios (other than the transactions amount profit ratio) as defined under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) Rules in respect of the CCT and Xxxxx CCT at Revised Haining Annual Cap when considered separately, or aggregated with the EGM. To the best of Zhejiang Annual Cap, exceed 5%, the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and confirmed that each member of the Gu Jia Group is a connected person of the Company only because of its associate(s)connection with a subsidiary of the Company. Hence, no other Shareholder has any material interest in each member of the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder Gu Jia Group is required to abstain from voting a connected person at the EGM in respect subsidiary level of the resolutions relating to Company under Rule 14A.06(9) of the Master AgreementListing Rules. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the The Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and has approved the transactions contemplated thereunderunder the Revised Haining Procurement Agreement (and the Zhejiang Procurement Agreement, when considered on an aggregate basis), and the independent non-executive Directors have confirmed that the terms of the transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group, and in the interest of the Company and its Shareholders as a whole. As the conditions required under Rule 14A.101 of the Listing Rules have been fulfilled, the transactions contemplated under the Revised Haining Procurement Agreement (and the Zhejiang Procurement Agreement, when considered on an aggregate basis) are only subject to reporting, annual review and announcement requirements set out in Chapter 14A of the Listing Rules and are exempt from the circular and independent shareholders’ approval requirements.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, the Landlord is an indirect wholly-owned subsidiary of Xxxxxxxxx Land Development Company Limited which in turn is a substantial shareholder and of the Company, therefore the Landlord is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision entering into of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute Lease Agreement constitutes a continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. Since the highest of the Annual Cap Amounts exceeds HK$1,000,000 and certain of the relevant applicable percentage ratios calculated pursuant to Rule 14A.31 14.07 of the Listing Rules exceed 0.1% but all such applicable percentage ratios are below 5%, the entering into of the Lease Agreement is only subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements pursuant to Rule 14A.34 of the Listing Rules. As the applicable percentage ratio exceeds 5% and duration of the transactions amount under the Master Lease Agreement exceeds HK$10,000,0003 years, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A 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 in the normal business practice for contracts of this type to be of such duration. Please refer to the section headed “The View of the Independent Financial Adviser” below for further details of the Independent Financial Adviser’s opinion in this regard. Since both Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxxx, being Directors, through companies indirectly controlled by the private trust of the family of Xx. Xxx Xxxx Xxx, are deemed to be interested in the shares in Xxxxxxxxx Land Development Company Limited, they have material interest in the Lease Agreement and the transactions contemplated thereunder. The Board had delegated the power to consider and approve all connected transactions of the Company to the Company’s Audit Committee. As both Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxxx HK and its associate(s) are required to abstain from voting not members of the Audit Committee, they have not voted on the relevant board resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Lease Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Haier Corp is the date of this announcement, Xxxxx wholly owns Xxxxx HK, which controlling Shareholder and Haier Finance is a substantial shareholder and company ultimately controlled by Haier Corp, Haier Finance is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the The transactions contemplated under Master Agreement, namely (i) provision of Company the Financial Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Agreement constitute continuing connected transactions of the Company under Rule 14A.31 the Listing Rules. As each of the relevant percentage ratios (except for the profits ratio which is not applicable) for the Provision of Deposit Services exceeds 0.1% but is less than 5% and has an annual consideration of more than HK$3,000,000, the Provision of Deposit Services under the Financial Services Agreement is exempted from the circular (including independent financial advice) and the independent shareholders’ approval requirements but are subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount The Provision of Loan Services under the Master Financial Services Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing represents financial assistance provided by a connected transactions person for the Company benefit of the Group, which is on normal commercial terms similar or even more favourable than those offered by independent commercial banks for comparable services in the PRC and are subject to is fully exempt under Rule 14A.90 of the Listing Rules from all reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirements pursuant since no security over the assets of the Group was granted in respect of such financial assistance. As the relevant percentage ratios for the other Financial Services to Chapter be provided by Haier Finance under the Financial Services Agreement to the Group on an annual basis are expected to be less than 0.1%, which fall into the de minimis threshold as stipulated under Rule 14A.76(1) of the Listing Rules, they will be fully exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under chapter 14A of the Listing Rules. Xx. Xxxx Xxxxxx, Xx. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxxxx, Xx. Xxx Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest Xxxxxxx (alternate to Xx. Xxxxx Xxxxxxx) have positions with Haier Corp and have abstained from voting for on the resolutions of the Board resolutions for approving the Master Finance Services Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. The transactions contemplated under the Finance Leasing Framework Agreement will constitute transactions under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the transactions contemplated under the Finance Leasing Framework Agreement exceed 25% but less than 100%, the transactions contemplated thereunder constitute a major transaction for the Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKNanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in-law of Xx. Xxx Xxxxxxxx, which is a substantial shareholder and a connected person one of the Company holding 641,566,556 SharesControlling Shareholders, representing approximately 39.26% and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the issued share capital Group and the non-executive Director. For the purpose of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of transaction rules under the Company. AccordinglyListing Rules, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Directors considered Nanshan Group to be deemed connected transactions of the Company persons under Rule 14A.31 14A.21 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000Accordingly, the CCT and Xxxxx CCT Finance Leasing Framework Agreement will also constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on As one or more of the resolution(s) applicable percentage ratios in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledgeAnnual Caps are more than 5%, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder are subject to the announcement, reporting, annual review, and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In addition, pursuant to Rule 14A.52 of the Listing Rules, as the term of the Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may exceed three (3) years, the Company has appointed Lego as the Independent Financial Adviser to explain why the Individual Agreement requires a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Ningbo Binrun is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital an indirect wholly-owned subsidiary of the Company. Quzhou Real Estate, Binjiang South Real Estate and Binjiang Sanhua are all wholly-owned subsidiaries of Binjiang Real Estate. Binjiang Real Estate is controlled by Xx. Xx, one of the Company’s controlling shareholder. Therefore, Xxxxx is deemed as a substantial shareholder Quzhou Real Estate, Binjiang South Real Estate and Binjiang Sanhua are all connected person persons of the Company. Accordingly, Reference is made to the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions announcement of the Company dated May 17, 2019 in relation to entry of the Jinxiu Tiancheng Agreements pursuant to which Xxxxxx Xxxxxx agreed to assume from Jinxiu Tiancheng, certain storage rooms and car parking spaces located in residential development projects developed by Jinxiu Tiancheng. Jinxiu Tiancheng was a subsidiary of Binjiang Real Estate at the time of entry to the Jinxiu Tiancheng Agreements. As the Agreements, together with the Jiuxiu Tiancheng Agreements, are of a similar nature and entered into with subsidiaries of Binjiang Real Estate at the time of their entry, they shall be aggregated under Rule 14A.31 14A.81 of the Listing Rules. As the highest applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company in respect of the transactions contemplated under the Agreements and the Jinxiu Tiancheng Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Agreements and the Jinxiu Tiancheng Agreements are subject to reporting, annual review, reporting and announcement and Independent Shareholdersrequirements but are exempt from independent shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Listing Rules. Xxxxx HK Mr. Xx Xxxxxxx, a non-executive Director, is a shareholder of Binjiang Real Estate, and its associate(s) are required to abstain has therefore abstained from voting on the resolution(s) in respect Board resolution approving the transactions contemplated under the Agreements. Save as aforementioned, none of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any Directors have a material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Agreements and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have Director has abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereundervoting.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Xinxiangli Investment is a substantial shareholder and a connected person of Jiande Hospital, which is an indirectly non-wholly owned subsidiary of the Company holding 641,566,556 Sharesand hence, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx Xinxiangli Investment is deemed as a substantial shareholder and connected person of the Company. Accordingly, Zhejiang Zhongyouli and Zhejiang Dajia are subsidiaries of Xinxiangli Investment and therefore are connected persons of the Company under the Listing Rules. Therefore the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Agreements constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(sAmongst certain applicable percentage ratios (excluding profits ratio) are required calculated pursuant to abstain from voting on Chapter 14 of the resolution(s) Listing Rules, the highest applicable percentage ratio in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) Agreements and the transactions contemplated thereunderthereunder exceeds 5% but is less than 25% on an aggregated basis. As Zhejiang Zhongyouli and Zhejiang Dajia are connected persons at the subsidiary level, the transactions contemplated under the Agreements are connected transactions between the Group and connected persons at the subsidiary level. The Directors (including the independent non-executive Directors) have approved the transactions contemplated under the Agreements and confirmed that the Agreements and the transactions contemplated thereunder have been entered into in the ordinary and usual course of business of the Group and are on normal or better commercial terms, and the terms thereof (including the annual caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. On this basis and pursuant to Rule 14A.101 of the Listing Rules, the transactions contemplated under the Agreements are subject to reporting, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements.

LISTING RULES IMPLICATIONS. As at Nanguan Tech is a non-wholly owned subsidiary of the date of this announcementCompany and Hebei Yuteng, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and of Nanguan Tech, is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of at the issued share capital of subsidiary level under the Company. Therefore, Xxxxx is deemed as a substantial shareholder Listing Rules and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will 2021 Raw Materials Purchase Agreement constitute a continuing connected transactions transaction of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK Pursuant to Rule 14A.54(1) of the Listing Rules, the Company shall re-comply with the announcement and its associate(sindependent shareholders’ approval requirements (as applicable) are upon any change to the annual cap under the 2021 Raw Materials Purchase Agreement. The Board has approved the revised annual cap under the 2021 Raw Materials Purchase Agreement and none of the Directors had a material interest in the transactions contemplated under the 2021 Raw Materials Purchase Agreement (including the revision of annual cap thereunder) or was required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMrelevant board resolutions. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for Given that the Board resolutions for approving has approved the Master revised annual cap under the 2021 Raw Materials Purchase Agreement (including the Annual Cap and the Xxxxx Annual Caps) independent non-executive Directors have confirmed that the revised annual cap under the 2021 Raw Materials Purchase Agreement is fair and reasonable and the transactions contemplated thereunderthereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole, the revision of annual cap under the 2021 Raw Materials Purchase Agreement is subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. Reference is made to the announcement of the Company dated 29 March 2021 in respect of, among others, the 2021 Raw Materials Purchase Agreement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Since Xxxxx wholly owns Xxxxx HK, which Xxxxxx (i) is a substantial shareholder of Nanguan Tech (being a subsidiary of the Company); and (ii) is ultimately beneficially owned as to 51% by Mr. Xx Xxxxxx (being a director of each of Nanguan Tech and Moro International) and 49% by Mr. Xx Xxxxxxxx (being a director of Nanguan Tech), it is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% at the subsidiary level under the Listing Rules. The transactions contemplated under the 2022 Raw Materials Purchase Agreement constitute a continuing connected transaction of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder Company and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will 2022 Lease Agreement constitute continuing a connected transactions transaction of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK The Board has approved each of the 2022 Raw Materials Purchase Agreement and its associate(sthe 2022 Lease Agreement and none of the Directors had a material interest in the transactions contemplated under each of the 2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement (including the annual cap under the 2022 Raw Materials Purchase Agreement) are or was required to abstain from voting on the resolution(s) in respect relevant board resolutions. Given that the Board has approved each of the CCT 2022 Raw Materials Purchase Agreement and Xxxxx CCT at the EGM. To 2022 Lease Agreement and the best independent non-executive Directors have confirmed that the terms of each of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master 2022 Raw Materials Purchase Agreement (including the Annual Cap and the Xxxxx Annual Caps) 2022 Lease Agreement are fair and reasonable and the transactions contemplated thereunderthereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole, the transactions contemplated under each of the 2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules.

LISTING RULES IMPLICATIONS. As at the date of this announcementXx. Xxx Dongchen, Xxxxx wholly owns Xxxxx HK, which is a director and a substantial shareholder of the Company, is indirectly interested in more than 30% of CHL through a series of corporations. Therefore, CHL is an associate of a substantial shareholder of the Company, and thus a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Further, since Zhongcheng Logistics is a wholly-owned subsidiary of CHL, Zhongcheng Logistics is also a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into of the New Lease Agreements and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the New Lease Agreements, on the basis of the aggregate of the estimated present value of the right-of-use assets, exceed(s) 0.1% but all of them are less than 5%, the New Lease Agreements and the transactions contemplated thereunder are subject to the reporting 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. Given that each of Xx. Xxx Dongchen, Xx. Xxxxx HK Cuilong, Xx. Xxxx Zhenguo, Mr. Pan Weidong, Xx. Xxxx Huaiyu, Xx. Xx Chunlei and its associate(s) are Dr. Xxxxx Xxx, all being Directors, is indirectly interested in CHL and may be regarded as having a material interest in the New Lease Agreements, each of them had abstained from voting on the board resolutions of the Company in respect of the New Lease Agreements. Save as disclosed in this announcement, none of the Directors was required to abstain from voting on the resolution(s) board resolutions of the Company in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderNew Lease Agreements.

LISTING RULES IMPLICATIONS. As at Huikang Industrial is indirectly wholly-owned by the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Founders and thus is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will October 2020 Office Building Lease Agreement constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing RulesCompany. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant Pursuant to Chapter 14A of the Listing Rules. Xxxxx HK , as the transactions contemplated under the October 2020 Office Building Lease Agreement and its associate(s2020 Non-continuing Lease Transactions (collectively, the ‘‘October 2020 Non-continuing Lease Transactions’’) are required of similar nature, the October 2020 Non-continuing Lease Transactions will be aggregated and treated as if they were one transaction. On an aggregated basis, one or more of the applicable percentage ratios in respect of respective estimated value of right-of-use assets of the October 2020 Non-continuing Lease Transactions exceeds 0.1% but all the applicable percentage ratios are less than 5%. As such, the October 2020 Non-continuing Lease Transactions are subject to abstain the reporting and announcement requirements but are exempt from voting on circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the resolution(s) Listing Rules. As Huizhan Technology is indirectly controlled by the Founders and thus is a connected person of the Company, the transactions contemplated under the 2020 Concession Agreements constitute connected transactions of the Company. Pursuant to Chapter 14A of the Listing Rules, one or more of the applicable percentage ratios in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save annual caps (as Xxxxx HK and its associate(s), no other Shareholder has any material interest defined in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect Listing Rules) of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderunder the 2020 Concession Agreements exceeds 0.1% but all the applicable percentage ratios are less than 5%. As such, the transactions contemplated under the 2020 Concession Agreements are subject to the reporting and announcement requirements but are exempt from circular (including independent financial advice) and Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which GCGC is a substantial the controlling shareholder and a connected person of the Company holding 641,566,556 Sharesas it, representing directly or indirectly, holds approximately 39.2674.12% of the total issued share capital of the Company. Gongbei Transportation is a wholly-owned subsidiary of GCGC. Zhuhai Yuegongxinhai is a 30%-controlled company of the Company and is indirectly owned as to 10% by GCGC, thus an associate of GCGC. Therefore, Xxxxx each of Gongbei Transportation and Zhuhai Yuegongxinhai is deemed as a substantial shareholder and connected person of the CompanyCompany under Chapter 14A of the Listing Rules. Accordingly, the Capital Contribution Agreement and the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing thereunder constitutes a connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the highest applicable percentage ratio exceeds 0.1% but is less than 5% %, the Capital Contribution Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to reporting, annual review, the reporting and announcement and Independent requirements but are exempt from the independent Shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required Save as aforesaid, to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK Zhuhai Public Transportation and Ferry Company and their respective ultimate beneficial owners are third parties independent of the Company and its associate(s)connected persons. Mr. Xx Xxx and Xx. Xxxx Min are both being non-executive Directors, no and Xx. Xxx Junfa is an executive Director. Mr. Xx Xxx serves as the head of strategic development department of GCGC, Xx. Xxxx Min serves as the head of the legal affairs department of GCGC and Xx. Xxx Junfa serves as the head of the supervision and audit department of GCGC. Therefore, they are deemed to have material interests in the Capital Contribution Agreement and the transactions contemplated thereunder. Each of Mr. Xx Xxx, Xx. Xxxx Min and Xx. Xxx Junfa has abstained from voting on the Board resolutions approving the Capital Contribution Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the other Shareholder Directors has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Capital Contribution Agreement and its associate(s), no other Shareholder is the transactions contemplated thereunder and none of them was required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for on, the Board resolutions for approving the Master Capital Contribution Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date Yuanda Environment is a wholly-owned subsidiary of this announcement, Xxxxx wholly owns Xxxxx HKYuanda Group, which is a substantial in turn beneficially owned by Xx. Xxxx, an executive Director and the controlling shareholder and of the Company. Accordingly, Yuanda Environment is an associate of a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% and the transactions contemplated under the Yuanda Environment Purchase Agreement constitutes continuing connected transactions for the Company for the purpose of the issued share capital Listing Rules. The actual purchases of metal materials and part by the Xxxxxxxx Xxxxxx in 2014 for period up till the entering of the CompanyYuanda Environment Purchase Agreement is less than 0.1%, accordingly the historical transactions between Xxxxxxxx Xxxxxx and Yuanda Environment in relation to purchase of metal materials and parts by Xxxxxxxx Xxxxxx and its subsidiaries is exempted from reporting, announcement and independent shareholders’ approval requirements. ThereforeAs the aggregate purchases by Xxxxxxxx Xxxxxx from Yuanda Environment for the year ending 31 December 2014 is expected to be over 0.1% but less than 5% on an annual basis, Xxxxx the transactions contemplated under the Yuanda Environment Purchase Agreement will be subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. Shenyang BLT is deemed as a substantial subsidiary of Yuanda Group, which is in turn beneficially owned by Xx. Xxxx, an executive Director and the controlling shareholder and connected person of the Company. Accordingly, Xxxxxxxx XXX is an associate of a connected person of the Company and the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute Processing Agreement constitutes continuing connected transactions of for the Company under Rule 14A.31 for the purpose of the Listing Rules. As the the applicable percentage ratio exceeds ratios under the Listing Rules in respect of the processing fee under the Processing Agreement is expected to be over 0.1% but less than 5% and on an annual basis, the transactions amount contemplated under the Master Processing Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are will be subject to reporting, annual review, the reporting and announcement and Independent Shareholdersrequirements but exempt from the independent shareholders’ approval requirements pursuant to Chapter 14A under Rule 14A.76(2) of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect On 24 December 2014, Shenyang Yuanda, a wholly-owned subsidiary of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledgeCompany, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.entered into:

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Xx. Xxxx is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% by virtue of him being an executive Director and the chairman of the issued share capital Company who is also a controlling shareholder of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person As the counterparties to each of the CompanyMaster Services Agreements are Xx. AccordinglyXxxx and his associates, the transactions Transactions contemplated under the Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Agreements constitute continuing connected transactions of the Company under Rule 14A.31 Chapter 14A of the Listing Rules and have to be aggregated under Rules 14A.81 and 14A.83 of the Listing Rules. As Sun City Gaming Promotion, the applicable percentage ratio exceeds 5% and counterparty to the transactions amount 2019 Travel Products Supply Agreement of which Sun Travel is the service provider, is also a connected person of the Company for being an associate of Xx. Xxxx as it is wholly-owned by him. The Transactions contemplated under the Master Services Agreements have to be aggregated with those under the 2019 Travel Products Supply Agreement exceeds HK$10,000,000, in determining the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to of Chapter 14A of the Listing Rules as are applicable to the former. As the highest applicable percentage ratios of the Annual Caps for the Transactions contemplated under the Master Services Agreements, whether on their own or when aggregated with the highest of the annual caps contemplated under the 2019 Travel Products Supply Agreement, are expected to be less than 5% but the total consideration (on an aggregated annual basis) is expected to be more than HK$3,000,000, the Transactions contemplated under the Master Services Agreements are subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement pursuant to Rule 14A.76(2)(a) of the Listing Rules. Xxxxx HK Xx. Xxxx has a material interest in the Transactions contemplated under the Master Services Agreements and its associate(s) are required to abstain has abstained from voting on the resolution(s) in respect resolution of the CCT and Xxxxx CCT at Board approving the EGMMaster Services Agreements. To the best Save as disclosed above, none of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any Directors had a material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderTransactions.

LISTING RULES IMPLICATIONS. As at HLD is the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial controlling shareholder and a connected person of the Company holding 641,566,556 Shares, representing interested in approximately 39.2669.27% of the issued share capital Shares, members of the HLD Group are connected persons of the Company under the Listing Rules. Accordingly, the entering into of each of the New Leasing and Licensing Framework Agreement, the New Master Cleaning Services Agreement and the Master Goods and Gift Certificates Sales Agreement constitutes continuing connected transactions of the Company. ThereforeThe New Leasing and Licensing Framework Agreement - Major transaction, Xxxxx is deemed as a substantial shareholder discloseable transactions, non-exempt continuing connected transactions and partially exempt continuing connected person transactions As the highest applicable percentage ratio in respect of the Company. Accordingly2023 Right-of-Use Assets Cap exceeds 25% but is less than 100%, the transactions contemplated 2023 Right-of-Use Assets Acquisitions constitute a major transaction of the Company subject to the disclosure and shareholders’ approval requirements under Master AgreementChapter 14 of the Listing Rules. As the highest applicable percentage ratio in respect of each of the 2024-2026 Right-of-Use Assets Caps exceeds 5% but is less than 25%, namely (i) provision the 2024-2026 Right-of-Use Assets Acquisitions during each 2024-2026 Annual Cap Period constitute a discloseable transaction of the Company Services subject to the disclosure requirements under Chapter 14 of the Listing Rules. As non-exempt continuing connected transactions, the acquisitions of the above right-of-use assets by the Company are also subject to the reporting, announcement, annual review, circular and (ii) obtaining independent shareholders’ approval requirements under Chapter 14A of Xxxxx Services from Xxxxx will the Listing Rules. As the highest applicable percentage ratio in respect of the 2023-2026 Rental Expenses Transactions exceeds 5%, those transactions also constitute non-exempt continuing connected transactions of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the 2027-2029 Rental Expenses Transactions exceeds 0.1% but is less than 5% %, and the those transactions amount under the Master Agreement exceeds HK$10,000,000are conducted on normal commercial terms, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and they are subject to the reporting, annual review, announcement and Independent Shareholdersannual review requirements but are exempt from the circular and independent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) As all independent non-executive Directors are required also independent non-executive directors of HLD, they are considered not to abstain from voting be independent to advise the Independent Shareholders on the resolution(s) in respect of New Leasing and Licensing Framework Agreement, the CCT transactions contemplated thereunder and Xxxxx CCT the 2023-2026 Leasing and Licensing Transaction Caps or on how to vote on the resolution to be proposed at the EGM. To the best Therefore, no independent board committee of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder Company has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required been formed to abstain from voting at the EGM in respect of the resolutions relating make recommendations to the Master Independent Shareholders in connection therewith. Xxxxxxxxx has been appointed as the Independent Financial Adviser to advise the Independent Shareholders in this regard. The Circular containing, among other things, (i) further information on the New Leasing and Licensing Framework Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and , the transactions contemplated thereunderthereunder and the 2023-2026 Leasing and Licensing Transaction Caps; (ii) a letter of advice from the Independent Financial Adviser to the Independent Shareholders; and (iii) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 16 May 2023, which is more than 15 business days after the publication of this announcement as the Company expects additional time will be required to prepare and finalise the relevant information (including valuations of relevant properties) in the Circular.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKXx. Xxxxxx, which is a substantial the controlling shareholder and a connected person of the Company holding 641,566,556 Shares, is interested in 685,485,000 Shares representing approximately 39.2666.07% of the total issued share capital Shares of the Company. Therefore, Xxxxx Company and is deemed as a substantial shareholder and connected person of the Company. As Xxxxxxxx XX (also known as Tenant III) and Tenant I are companies beneficially owned by Xx. Xxxxxx and Xxx. Xxxxxx, his spouse, Xxxxxxxx XX and Tenant I are therefore also connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under Master Agreemententering into the Lease Agreement I, namely (i) provision of Company Services by the Company Lease Agreement II and (ii) obtaining of Xxxxx Services from Xxxxx will Lease Agreement III constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK As in aggregate, the highest amount of the Annual Caps I and its associate(sAnnual Caps III for the Lease Agreement I and Lease Agreement III respectively exceeds HK$3,000,000 and the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceeds 0.1% but all applicable percentage ratios are below 5%, the entering into the Lease Agreement I and Lease Agreement III are only subject to the reporting, announcement and annual review requirements but is exempt from the Independent shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules. For the transaction contemplated under the Lease Agreement II, as the highest amount of Annual Caps II for the Lease Agreement II exceeds 5% of an applicable percentage ratio under the Listing Rules and the Annual Caps II are more than HK$10,000,000, the transaction contemplated under the Lease Agreement II (including the Annual Caps II) are required subject to abstain the reporting, announcement and approval from voting on independent Shareholders requirements under the resolution(s) Listing Rules. Furthermore, as the terms of the Lease Agreement I and the Lease Agreement II exceed 3 years, pursuant to Rule 14A.52 of the Listing Rules, the Company will have to engage the Independent Financial Adviser to review the Lease Agreement I and the Lease Agreement II, and confirm that it is in the normal business practice for contracts of this type to be of such duration. Please refer to the section headed “The View of the Independent Financial Adviser” for further details of the Independent Financial Adviser’s opinion in respect of the CCT duration of the Lease Agreement I below. The view of the Independent Financial Adviser in respect of the Lease Agreement II will be contained in the circular to be issued to Shareholders. In view of the interest of Xx. Xxxxxx and Xxxxx CCT Xxx. Xxxxxx in Tenant I and Xxxxxxxx XX (also known as Xxxxxx XXX), Xx. Xxxxxx and Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx, an executive Director, were not presented at the board meeting and had abstained from voting in relation to the board resolution in approving the Lease Agreement I (including the Annual Caps I), the Lease Agreement II (including the Annual Caps II) and the Lease Agreement III (including the Annual Caps III). An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the terms of the Lease Agreement II (including the Annual Caps II), and Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Lease Agreement II and the transactions contemplated thereunder (including the Annual Caps II). In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Xxxxxxxx XX, Xx. Xxxxxx, Xxx. Xxxxxx and their respective associates (including Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx) will abstain from voting in relation to the resolution(s) to approve the Lease Agreement II (including the Annual Caps II) at the EGM. To A circular containing, amongst other things, further information on the best terms of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Lease Agreement II (including the Annual Cap Caps II), a letter from the Independent Board Committee, an opinion of the Independent Financial Adviser, together with a notice to convene an extraordinary general meeting to approve the Lease Agreement II (including the Annual Caps II), is expected to be issued to the Shareholders as soon as possible and in any event, no later than 14 September 2016. THE VIEW FROM THE INDEPENDENT FINANCIAL ADVISER Pursuant to Rule 14A.52 of the Xxxxx Annual Caps) Listing Rules, the term of an agreement governing continuing connected transactions of an issuer must not exceed three years except in special circumstances where the nature of the transaction requires the agreement to be of a longer duration. As the term of the Lease Agreement I exceeds three years, Vinco Capital has been appointed as the Independent Financial Adviser to opine on the terms of and to confirm that it is normal business practice for agreements of the transactions contemplated thereunder.same type as the Lease Agreement I to be of such duration. In assessing the reasonableness for the duration of the Lease Agreement I to be longer than three years, Vinco Capital has considered the following factors:

LISTING RULES IMPLICATIONS. As at GDI is the date immediate controlling shareholder of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder the Company and hence a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under Rule 14A.07(1) of the issued share capital Listing Rules. XX Xxxx (a non-wholly owned subsidiary of the Company. Therefore, Xxxxx GDI) is deemed as an associate of GDI and hence a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Tenancy Agreement constitutes a connected transactions transaction of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK Pursuant to HKFRS 16, the Company shall recognise the Premises leased by Guangdong Yuehai Land (an indirect wholly-owned subsidiary of the Company) (as tenant) under the Tenancy Agreement as a right-of-use asset in the consolidated statement of financial position of the Company. Accordingly, the entering into of the Tenancy Agreement shall be regarded as an acquisition of asset under the definition of transaction as set out in Rule 14.04(1)(a) of the Listing Rules. As at the date of the Tenancy Agreement, the unaudited value of the right- of-use asset recognised under the Tenancy Agreement is approximately RMB24,000,000 (equivalent to approximately HK$26,795,000). As one of the applicable percentage ratios in respect of the value of the right-of-use asset under the Tenancy Agreement is more than 0.1% but all of the applicable ratios are less than 5%, the Tenancy Agreement is subject to the reporting and its associate(s) announcement requirements, but is exempt from the independent shareholders’ approval requirement. As Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, being the Directors, are required to abstain directors of certain subsidiaries of Guangdong Holdings, they have abstained from voting on the resolution(s) in respect of relevant board resolutions approving the CCT Tenancy Agreement and Xxxxx CCT at the EGMtransactions contemplated thereunder. To Save as disclosed, to the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has Directors had any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Tenancy Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xx. Xx Xxxxxx and Xx. Xx Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder are interested in 15% equity interest in KEE International BVI through Keen New and a connected person are the directors of certain subsidiaries of the Company holding 641,566,556 Shares, representing approximately 39.26% and therefore are connected persons of the issued share capital Company at the subsidiary level under Chapter 14A of the Listing Rules. In accordance with HKFRS 16 applicable to the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person result of the Companyentering into the Lease Renewal Agreement, the Group shall recognise an additional asset representing its right to use the Guangdong Plant in the total amount of approximately HK$10.92 million. AccordinglyAs such, the transactions under the Lease Renewal Agreement will be recognised as an acquisition of right-of-use assets which will constitute a one-off connected transaction of the Company under Chapter 14A of the Listing Rules. Given that (i) Xx. Xx Xxxxxx and Xx. Xx Xxxxx are connected persons at the subsidiary level; (ii) the Directors have approved the Lease Renewal Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Lease Renewal Agreement are fair and reasonable and the transactions contemplated under the Lease Renewal Agreement are on normal commercial terms and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Lease Renewal Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reportingthe reporting and announcement requirements, annual reviewbut are exempt from the circular, announcement independent financial advice and Independent independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK None of the Directors has material interest in the Lease Renewal Agreement and its associate(s) are the transactions contemplated thereunder and hence no Director is required to abstain from voting on the resolution(s) in respect relevant resolutions of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereundersame.

LISTING RULES IMPLICATIONS. As at the date Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreement were made with the subsidiaries of this announcement, Xxxxx wholly owns Xxxxx HKFCL, which is a substantial shareholder of Shanghai Zhongjun, and a connected person bank within a 12-month period prior to the date of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyFourth Entrusted Loan Agreement, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by Fourth Entrusted Loan Agreement will be aggregated with the Company Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 14.23 of the Listing Rules. As the applicable percentage ratio exceeds Percentage Ratios in respect of the Fourth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fourth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the transactions amount reporting and announcement requirements under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute Listing Rules. Shanghai Zhongjun is a non-exempt continuing wholly owned subsidiary of the Company. Chengdu Logistics is a non-wholly owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Chengdu Logistics is a connected transactions for person of the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to (at the subsidiary level) under Chapter 14A of the Listing Rules. Xxxxx HK As a result, the entering into the Fourth Entrusted Loan Agreement between Shanghai Zhongjun and Chengdu Logistics constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fourth Entrusted Loan Agreement is on normal commercial terms and its associate(s) terms are required fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to abstain the reporting, announcement and annual review requirements but is exempt from voting on the resolution(s) circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules INTRODUCTION References are made to the announcements of Company dated 17 September 2014, 10 March 2015 and 26 March 2015 in relation to the Discloseable and Connected Transactions in respect of the CCT First Entrusted Loan Agreement, the Second Entrusted Loan Agreement and Xxxxx CCT at the EGMThird Entrusted Loan Agreement. To the best The Board announces that, on 3 August 2015, Shanghai Zhongjun, a non-wholly owned subsidiary of the Directors’ knowledgeCompany, information entered into the Fourth Entrusted Loan Agreement with Chengdu Logistics and beliefa bank, having made all reasonable enquiries, save pursuant to which Shanghai Zhongjun (as Xxxxx HK and its associate(s), no other Shareholder has any material interest Lender) agreed to grant an entrusted loan in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(sprincipal amount of RMB420 million to Chengdu Logistics (as Borrower) through the Bank (as lending agent), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group shall recognize the lease of the properties under the Lease Agreements as right-of-use asset in its consolidated balance sheet. Accordingly, the transactions contemplated under the Lease Agreements will be regarded as an acquisition of right-of-use asset by the Group for the purpose of the Listing Rules. As Yuexiu Property is the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. As at the date of this announcement, Xxxxx wholly Yuexiu Property owns Xxxxx HKapproximately 37.61% of Yuexiu REIT’s units, which and therefore Yuexiu REIT is a substantial shareholder and an associate of a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services the Lease Agreements entered into by the Company and (ii) obtaining Group with certain subsidiaries of Xxxxx Services from Xxxxx Yuexiu REIT will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) Given the Lease Agreements involve the leasing of properties by the Group with parties who are connected with one another, are similar in nature or otherwise connected, they are required to abstain from voting on be aggregated as if they were one transaction. As the resolution(s) highest applicable percentage ratio in respect of the CCT transactions contemplated under the Lease Agreements (including the revenue ratio after taking into account the preliminary estimated revenue which may be generated from subleasing the carparks under the relevant Lease Agreements) exceeds 0.1% but is less than 5%, the transactions contemplated thereunder are subject to the reporting and Xxxxx CCT at announcement requirements but exempt from the EGM. To the best circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no Listing Rules. None of the other Shareholder Directors has any or is deemed to have a material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) Lease Agreements and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Regarding the date Financial Services Agreements, as all of this announcement, Xxxxx wholly owns Xxxxx HK, the applicable percentage ratios calculated under the Listing Rules with reference to the annual maximum amount of financing which is a substantial shareholder likely to be required by each of Xx. Xxx, Xx. Xx, Xx. Xxxxx and a connected person Xx. Xxxx (together with their respective associates) are less than 5% but such annual maximum amount of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordinglyfinancing exceeds HK$3,000,000, the transactions contemplated under Master Agreementthe Financial Services Agreements with Xx. Xxx, namely (i) provision of Company Services by Xx. Xx, Xx. Xxxxx and Xx. Xxxx are subject to the Company reporting, annual review and (ii) obtaining of Xxxxx Services announcement requirements but are exempt from Xxxxx will constitute continuing connected transactions of the Company Independent Shareholders’ approval requirement under Rule 14A.31 Chapter 14A of the Listing Rules. As On the other hand, as all of the applicable percentage ratio ratios calculated under the Listing Rules with reference to the annual maximum amount of financing which is likely to be required by each of Xx. Xxx and Xx. Xxxx (when aggregated with Xx. Xxx) together with their respective associates exceeds 5% and the transactions such maximum amount under the Master Agreement of financing exceeds HK$10,000,000, the CCT transactions contemplated under the Financial Services Agreements with Xx. Xxx and Xxxxx CCT Xx. Xxxx would constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on Regarding the resolution(s) in respect Brokerage Services Agreements, although all of the CCT and Xxxxx CCT at applicable percentage ratios calculated under the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating Listing Rules with reference to the Master Agreementmaximum amount of aggregate annual brokerage fee payable by Xx. Mr. Xxx Xxx and Xx. Xxxx (when aggregated with Xx. Xxx) and their associates do not exceed 5%, such maximum amount of aggregate annual brokerage fee payable by Xx. Xxx Xx and Xx. Xxxx (when aggregated with Xx. Xxx) and their associates will exceed HK$3,000,000. Therefore, the transactions contemplated under the Brokerage Services Agreements are regarded as having a material interest subject to the reporting, annual review and have abstained announcement requirements but are exempt from voting for the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. An Independent Board resolutions for approving Committee was established to make recommendation to the Master Agreement (including Independent Shareholders regarding the Annual Cap execution of the Financial Services Agreements with Xx. Xxx and the Xxxxx Annual Caps) Xx. Xxxx and the transactions contemplated thereunder. Gram Capital was appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the execution of the Financial Services Agreements with Xx. Xxx and Xx. Xxxx and the transactions contemplated thereunder. The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve the execution of the Financial Services Agreements with Xx. Xxx and Xx. Xxxx. A circular containing, among other things, further particulars of the Financial Services Agreements with Xx. Xxx and Xx. Xxxx, the letter from the Independent Board Committee and the advice from Gram Capital together with the notice convening the EGM will be despatched to the Shareholders on or about 18 February 2022.

LISTING RULES IMPLICATIONS. As at The Landlords are companies wholly owned by Xx. Xxx, the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person chairman of the Company holding 641,566,556 SharesBoard, representing approximately 39.26% of an executive Director and the issued share capital of the Companycontrolling Shareholder. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will The Tenancy Agreements accordingly constitute continuing connected transactions of for the Company under Rule 14A.31 14A.14 of the Listing Rules. As the annual rental payable by the Group to the Landlords under the Tenancy Agreements will exceed HK$10,000,000 and 5% of one of the applicable percentage ratio exceeds 5% and ratios calculated under the Listing Rules, the transactions amount contemplated under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT Tenancy Agreements would constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, annual review, announcement and Independent Shareholders’ independent shareholders' approval requirements pursuant to Chapter 14A under Rule 14A.35 of the Listing Rules. Xxxxx HK Regarding the Financial Services Agreement, given that the maximum amount of financing which is likely to be required by each Connected Person and its associate(s) are required to abstain from voting on the resolution(s) in respect his/her associates will exceed HK$10,000,000 and 5% of some of the CCT and Xxxxx CCT at applicable percentage ratios calculated under the EGM. To the best of the Directors’ knowledgeListing Rules, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderunder the Financial Services Agreements would constitute non-exempt continuing connected transactions for the Company under the Listing Rules and are subject to the reporting, annual review, announcement and independent shareholders' approval requirements under Rule 14A.35 of the Listing Rules. On the other hand, the transactions contemplated under the Brokerage Services Agreements would only be subject to the reporting, annual review and announcement requirements under Rule 14A.34 of the Listing Rules but exempt from the independent shareholders' approval requirement as the annual brokerage fee payable by each Connected Persons and his/her associates is not expected to exceed 5% of the applicable percentage ratios calculated under the Listing Rules. A circular containing, among other things, further particulars of the Tenancy Agreements and the Financial Services Agreements, the letter from the independent board committee and the advice from the independent financial adviser together with the notice convening the EGM will be despatched to the Shareholders on or about 8 March 2013.

LISTING RULES IMPLICATIONS. As at Xx. XX Xxxxxxxx, Xx. XXXX Xxxxx, Xxxxxx, Xx. XXXXX Xxxxx and Xx. XXXX Xxx are employees of Alibaba Holding or its subsidiaries, each of these Directors is deemed or may be perceived to have a material interest in the date transactions contemplated under the Services Agreement. Accordingly, they had abstained from voting on the board resolutions in connection with the continuing connected transaction under the Services Agreement. Other than the aforesaid Directors, no other Directors have a material interest in the transactions contemplated under the Services Agreement and are not requested to abstain from voting on the board resolutions approving the same. Alibaba Holding is the ultimate majority shareholder of this announcementTmall Technology and the Company, Xxxxx wholly owns Xxxxx HKand Controls Tmall Network. The Tmall Entities are members of Alibaba Group. Accordingly, which is a substantial shareholder and a the Tmall Entities are also connected person persons of the Group. It is expected that the highest of the applicable percentage ratios in respect of the Services Agreement will be more than 5%. Accordingly, the transactions contemplated under the Services Agreement will constitute non-exempt continuing connected transactions and are subject to the applicable requirements under the Listing Rules, including the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The SGM will be convened by the Company holding 641,566,556 at which the ordinary resolutions will be proposed to seek approval from the Independent Shareholders by way of poll for the Services Agreement and the continuing connected transactions contemplated thereunder. Perfect Advance which holds a total of 4,420,628,008 Shares, representing approximately 39.2654.03% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to associates shall abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMSGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save Save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s)disclosed above, no other Shareholder is required to abstain from voting at the EGM in respect of on the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Services Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the continuing connected transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a the aggregate interest of connected person persons of the Company holding 641,566,556 Sharesin the Trust exceeds 30%. As such, representing approximately 39.26% the Trustee (in its capacity as the trustee of the issued share capital Trust) and BVI Holding Company are associates of connected persons of the Company. ThereforeCompany and therefore, Xxxxx is deemed as a substantial shareholder and they are connected person persons of the CompanyCompany under Rule 14A.12(1)(b) of the Listing Rules. AccordinglyAs such, the Referable Amount Framework Agreement and the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will thereunder constitute continuing connected transactions of the Company under Rule 14A.31 Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio of the proposed annual caps under the Referable Amount Framework Agreement exceeds 0.1% but is less than 5% %, the Referable Amount Framework Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to the reporting, annual review, announcement and Independent Shareholdersannual review requirements but exempt from the independent shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Hong Kong Listing Rules. Xxxxx HK REFERABLE AMOUNT FRAMEWORK AGREEMENT Reference is made to the announcement of the Company dated 8 July 2024 in relation to the grant of Restricted Shares. Immediately following the grant of Restricted Shares, the aggregate interest of connected persons of the Company in the Trust exceeded 30%. As such, the Trustee and its associate(s) are required to abstain from voting on the resolution(s) in respect wholly-owned subsidiary, BVI Holding Company, became associates of connected persons of the CCT and Xxxxx CCT at Company. The Company’s payments to BVI Holding Company designated by the EGM. To Trustee for purchasing Restricted Shares in the best open market constitute connected transactions of the Directors’ knowledgeCompany. Given that the Company may make payments to BVI Holding Company during the financial period ending 31 December 2024 to 2026 for purchasing Shares to satisfy the vesting of the Restricted Shares under the Restricted Share Award Scheme, information the Company entered into a Referable Amount Framework Agreement with the Trustee and beliefBVI Holding Company on 8 August 2024, having pursuant to which, the Company agreed that the relevant payments shall be made all reasonable enquiries, save as Xxxxx HK and by the Company or via the person designated by the Company (including a subsidiary of the Company) with its associate(s), no other Shareholder has any material interest own funds to BVI Holding Company for purchasing Shares in the Master open market during the term of the Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect The principal terms of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx Referable Amount Framework Agreement are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.set out below: Date 8 August 2024 Parties

LISTING RULES IMPLICATIONS. As at Youku Information is a consolidated entity of AGH. AGH is the date ultimate sole shareholder of this announcement, Xxxxx wholly owns Xxxxx HK, Ali CV which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.2650.65% of the issued share capital of the CompanyCompany as at the date of this announcement. ThereforeAccordingly, Xxxxx Youku Information is deemed as an associate of Xxx CV and hence a substantial shareholder and connected person of the Company. Accordingly, The entering into of the Commercial Development Services Agreement and the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will thereunder constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. As all applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest annual cap of the Service Fees under the Commercial Development Services Agreement are more than 0.1% but less than 5%, the entering into of the Commercial Development Services Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As each of Mr. Xxx Xxxxxx, Xx. Xxxx Xxx, Ms. Xxxxx HK Xx and Xx. Xxxxx Xxxx is an employee of AGH or its associate(s) are required subsidiaries, he/she is deemed or may be perceived to abstain have a material interest in the Commercial Development Services Agreement, the relevant annual caps and the transactions contemplated thereunder. As such, each of Mr. Xxx Xxxxxx, Xx. Xxxx Xxx, Ms. Xxxxx Xx and Xx. Xxxxx Xxxx has abstained from voting on the resolution(s) passed by the Board in respect relation to the Commercial Development Services Agreement, the relevant annual caps and the transactions contemplated under the Commercial Development Services Agreement. Save as aforesaid, none of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder Directors has any a material interest in the Master Commercial Development Services Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) relevant annual caps and the transactions contemplated thereunderunder the Commercial Development Services Agreement, and therefore none of them has abstained from voting on the said resolution(s) passed by the Board.

LISTING RULES IMPLICATIONS. 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 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 the Listing Rules. Xxxxxxx holds 49% of the equity interest of Guangzhou Kuangmao 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 Kuangmao Supplemental Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and the Company is required to comply with the applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules. As the 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 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 the transactions contemplated under the Kuangrun Supplemental Agreement is more than 25% but less than 100%, the transactions contemplated under the Kuangrun Supplemental Agreement constitute a major transaction for the Company subject to reporting, announcement and Shareholders’ 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, Xxxxx wholly owns Xxxxx HK, which and is a substantial shareholder and therefore a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Companyat subsidiary level. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyAs such, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Kuangrun Supplemental Agreement constitute continuing a connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules and the Company is required to comply with the applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds 5% Board has approved the connected transaction contemplated under the Kuangrun Supplemental Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute independent non-exempt continuing connected transactions for 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 are subject to reportingthe Shareholders as a whole, annual reviewthe connected transaction is exempted from the circular, announcement independent financial advice and Independent Shareholders’ approval requirements pursuant to 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 Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect Rules upon any variation or renewal of the CCT and Xxxxx CCT at the EGMKuangrun Supplemental Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other 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 EGM date of this announcement, has granted its written approval to the Company in respect of the resolutions relating Agreements. Accordingly, the Company has fulfilled the requirements under Chapter 14 of the Listing Rules and no general meeting will be convened by the Company to approve the Agreements. A circular containing, among other things, further particulars of the Agreements will be despatched to the Master AgreementShareholders on or before 16 July 2024 in accordance with the Listing Rules. Mr. Xxx Xxx INFORMATION OF THE PARTIES The Group is principally engaged in the business of real estate development, specialised construction and Xxproperty investment. Xxx Xx 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 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 regarded as having a material interest and have abstained from voting for listed on the Board resolutions for approving the Master Agreement (including the Annual Cap Shanghai Stock Exchange and the Xxxxx Annual CapsStock 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 (stock code: 1109) and which in turn, together with its subsidiaries, is principally engaged in development of properties for sale, property investments and management, hotel operations and the transactions contemplated thereunderprovision of construction, decoration services and other property development related services in the PRC.

LISTING RULES IMPLICATIONS. As at GZYX and Yuexiu Property are the date controlling shareholders of this announcementthe Company, Xxxxx wholly owns Xxxxx HK, which each of them is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx Property Lease Framework Agreement will constitute continuing connected transactions of for the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the annual caps under the Property Lease Framework Agreement exceeds 0.1% but is less than 5% and %, the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to reporting, annual review, the reporting and announcement requirements but exempt from the circular and Independent Shareholdersindependent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. Reference is made to an announcement made by the Company dated 18 December 2023 in relation to Property Leases entered into by the Company with certain subsidiaries of Yuexiu REIT, which is 37.61% owned by Yuexiu Property as at the date of this announcement. As the properties leased under the Property Leases have been recognised as right-of-use asset in accordance with HKFRS16, they constitute connected transactions (instead of continuing connected transactions) for the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Property Leases will not be included for the utilisation of the annual caps proposed in respect of the Property Lease Framework Agreement and are not aggregated for the computation of the applicable percentage ratios. Nevertheless, for illustrative purposes, the applicable percentage ratios in respect of the Property Leases and the annual caps under the Property Lease Framework Agreement, if aggregated, are also less than 5%. Save for Xxx Xxxx, Xxxxx HK Xxxxxxx and its associate(s) Xxx Xxxxxxxxx, none of the other Directors has or is deemed to have a material interest in the Property Lease Framework Agreement and the transactions contemplated thereunder. Xxxxx, only Xxx Xxxx, Xxxxx Xxxxxxx and Xxx Xxxxxxxxx are required to abstain from voting on the relevant Board resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderCompany.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Since Minmetals Finance is a substantial subsidiary of China Minmetals, the ultimate controlling shareholder and of the Company, Minmetals Finance is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will 2018 Agreement constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK As one of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2018 Agreement exceeds 25% but all of which are less than 100%, the provision of deposit services by Minmetals Finance constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since each of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2018 Agreement exceeds 5%, it is subject to reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of loan services by Minmetals Finance under the 2018 Agreement constitutes financial assistance to be provided by a connected person for the benefit of the Group. Since such services will be on normal commercial terms, on terms (including interest) no less favourable to the Company and its associate(s) are required to abstain subsidiaries in Mainland China than those that could be obtained from voting on independent third parties, and no security over the resolution(s) assets of the Group shall be granted in respect of the CCT loans to be provided by Minmetals Finance, it is exempt from reporting, announcement and Xxxxx CCT at the EGM. To the best independent shareholders’ approval requirements under Rule 14A.90 of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master AgreementListing Rules. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement The Directors (including the Annual Cap independent non-executive Directors) consider that the loan services to be provided by Minmetals Finance under the 2018 Agreement are fair and reasonable and in the interests of the Company and the Xxxxx Annual CapsShareholders as a whole. As the settlement services to be provided by Minmetals Finance to the Company and its subsidiaries in Mainland China under the 2018 Agreement will be free of handling charge, it is exempt from reporting, announcement and independent shareholders’ approval requirements under Rule 14A.76(1) of the Listing Rules. The Directors (including the independent non- executive Directors) consider that the settlement services to be provided by Minmetals Finance under the 2018 Agreement are fair and reasonable and in the interests of the Company and the transactions contemplated thereunderShareholders as a whole.

LISTING RULES IMPLICATIONS. As of the date of this announcement, Yangxi Electric is a wholly-owned subsidiary of Guangdong Huaxia Electric, which is owned and controlled by, through various intermediaries, Xx. Xxx Yihang (朱一航). Xx. Xxx Yihang is a brother and thus, an associate of Xx. Xxx, who is a non-executive Director and substantial Shareholder. Xx. Xxx and his associate(s) held an aggregate of 152,170,529 Shares, representing approximately 15.13% of the total issued Shares, as at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which . Yangxi Electric is a substantial shareholder and deemed to be a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the our Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on Therefore, the resolution(s) transactions under the No. 5-6 Yangxi Facilities Maintenance Service Agreement with Yangxi Electric constitute continuing connected transactions of our Company. The highest applicable percentage ratio in respect of the CCT Annual Cap for the transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement is less than 5% and Xxxxx CCT at the EGMmaximum Annual Cap is expected to be more than HK$3 million. To Therefore, the best transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement will be subject to reporting, announcement and annual review requirements but will be exempt from independent Shareholders’ approval requirements pursuant to Rule 14A.76 of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master AgreementListing Rules. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required Pursuant to abstain from voting at the EGM in respect Rule 14A.52 of the resolutions relating Listing Rules, the term of an agreement governing the continuing connected transaction must not exceed three years except in special circumstances where the nature of the transaction requires it to be of a longer contract term. Therefore, the Company has engaged Gram Capital to explain the reasons for a longer period required for the term of No. 5-6 Yangxi Facilities Maintenance Service Agreement and to confirm that it is normal business practice for an agreements of this type to be of such duration. Please refer to the Master Agreementsection headed “Opinion from Gram Capital” below in this announcement for further details. Mr. Xxx Xxx and Xx. Xxx Xx are may be regarded as having a material interest in the transactions contemplated under No. 5-6 Yangxi Facilities Maintenance Service Agreement and have therefore he has abstained from voting at the meeting of the Board convened for the Board resolutions for purpose of approving the Master Agreement (including said transactions. Save as disclosed above, none of the Annual Cap and the Xxxxx Annual Caps) and Directors has a material interest in the transactions contemplated thereunderunder No. 5-6 Yangxi Facilities Maintenance Service Agreement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Guolian Group is the controlling shareholder of the Company and therefore a connected person of the Company. Xxxx Xxxxxxxx is held as to 45.12% by Xxxxxxx Environmental. Guolian Environmental is a substantial shareholder wholly-owned subsidiary of Guolian Group. Accordingly, Xxxx Xxxxxxxx is an associate of Guolian Group under Rule 14A.12(1)(c) and hence a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital Listing Rules. Hua Ying Securities is a non-wholly owned subsidiary of the Company. ThereforeAccordingly, Xxxxx the transaction under each of the Financial Advisory Agreement and the Underwriting Agreement constitutes a connected transaction of the Group under the Listing Rules. Since the Financial Advisory Agreement and the Underwriting Agreement were entered into on the same date, and the Financial Advisory Agreement is deemed related to the Underwriting Agreement, the transactions under the Financial Advisory Agreement and the Underwriting Agreement shall be aggregated pursuant to Rule 14A.81 of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) as calculated in accordance with Chapter 14 of the Listing Rules in respect of the Financial Advisory Agreement and the Underwriting Agreement is less than 5% but the aggregate consideration payable to Xxx Xxxx Securities under the Financial Advisory Agreement and the Underwriting Agreement exceeds HK$3,000,000, the Financial Advisory Agreement and the Underwriting Agreement are subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules, but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. INFORMATION OF XXXX XXXXXXXX, HUA YING SECURITIES, DONGXING SECURITIES AND THE GROUP Wuxi Huaguang is a substantial shareholder joint stock company established in the PRC with limited liability, the A shares of which are listed on the Shanghai Stock Exchange (stock code: 600475). Xxxx Xxxxxxxx is mainly engaged in the research, development and manufacturing of the core equipment in energy and environment-friendly industry, engineering comprehensive services and investment operation. Hua Ying Securities is a Sino-foreign joint venture company established in the PRC with limited liability, and a non-wholly owned subsidiary owned as to 66.700% by the Company. Xxx Xxxx Securities is mainly engaged in providing financial advisory services and underwriting and sponsorship for securities issuance in the PRC. Dongxing Securities is a joint stock company established in the PRC with limited liability, the A shares of which are listed on the Shanghai Stock Exchange (stock code: 601198). The main business of Dongxing Securities mainly includes securities brokerage, securities investment consultancy, financial advisory in relation to securities trading and securities investment activities, securities underwriting and sponsoring, securities investment fund sales, proprietary securities trading, securities asset management, margin financing and securities lending, agency sale of financial products, public raising of securities investment management. To the best knowledge of the Directors and having made all reasonable enquiries, each of Dongxing Securities and its controlling shareholder(s) is a third party independent of the Company and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest The Group is engaged in the Master Agreement. Accordinglyfollowing principal activities: securities brokerage, apart from Xxxxx HK securities investment consultancy, financial advisory in relation to securities trading and its associate(s)securities investment activities, no other Shareholder is required to abstain from voting at the EGM in respect proprietary securities trading, securities asset management, agency sale of the resolutions relating to the Master Agreement. Mr. Xxx Xxx securities investment fund, margin financing and Xx. Xxx Xx are regarded as having a material interest securities lending, introducing broker for futures companies, agency sale of financial products, securities underwriting and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap sponsorship and the Xxxxx Annual Caps) and the transactions contemplated thereunderdirect investment.

LISTING RULES IMPLICATIONS. As at the date highest applicable percentage ratio (as defined under the Listing Rules) in respect of this the Factoring Agreements and the Supplemental Reverse Factoring Agreement 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 of the Factoring Agreements, and the Supplemental Reverse Factoring Agreement 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, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder circular and a connected person Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreements and the Supplemental Reverse Factoring Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company holding 641,566,556 Shares, representing approximately 39.26were to convene a general meeting for the approval of the the Factoring Agreements and Supplemental Reverse Factoring Agreement 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 the Company. Therefore, Xxxxx is deemed as a substantial shareholder Company giving the right to attend and connected person of vote at that general meeting to approve the Company. Accordingly, Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMthereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at if the EGM in respect of the resolutions relating Company were to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having convene a material interest and have abstained from voting for the Board resolutions general meeting for approving the Master Agreement (including the Annual Cap Factoring Agreements and the Xxxxx Annual Caps) Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the issued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, details of the Factoring Agreements and the Supplemental Reverse Factoring Agreement and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 19 July 2021.

LISTING RULES IMPLICATIONS. As of the date of this announcement, Yangxi Electric is a wholly-owned subsidiary of Guangdong Huaxia Electric, which is owned and controlled by, through various intermediaries, Xx. Xxx Xxxxxx (朱一航). Xx. Xxx Xxxxxx is a brother and thus, an associate of Xx. Xxx, who is a non-executive Director and substantial Shareholder. Xx. Xxx and his associate(s) held an aggregate of 152,170,529 Shares, representing approximately 15.13% of the total issued Shares, as at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which . Yangxi Electric is a substantial shareholder and deemed to be a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the our Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on Therefore, the resolution(s) transactions under the No. 5-6 Yangxi Facilities Maintenance Service Agreement with Yangxi Electric constitute continuing connected transactions of our Company. The highest applicable percentage ratio in respect of the CCT Annual Cap for the transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement is less than 5% and Xxxxx CCT at the EGMmaximum Annual Cap is expected to be more than HK$3 million. To Therefore, the best transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement will be subject to reporting, announcement and annual review requirements but will be exempt from independent Shareholders’ approval requirements pursuant to Rule 14A.76 of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master AgreementListing Rules. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required Pursuant to abstain from voting at the EGM in respect Rule 14A.52 of the resolutions relating Listing Rules, the term of an agreement governing the continuing connected transaction must not exceed three years except in special circumstances where the nature of the transaction requires it to be of a longer contract term. Therefore, the Company has engaged Gram Capital to explain the reasons for a longer period required for the term of No. 5-6 Yangxi Facilities Maintenance Service Agreement and to confirm that it is normal business practice for an agreements of this type to be of such duration. Please refer to the Master Agreementsection headed “Opinion from Gram Capital” below in this announcement for further details. Mr. Xxx Xxx and Xx. Xxx Xx are may be regarded as having a material interest in the transactions contemplated under No. 5-6 Yangxi Facilities Maintenance Service Agreement and have therefore he has abstained from voting at the meeting of the Board convened for the Board resolutions for purpose of approving the Master Agreement (including said transactions. Save as disclosed above, none of the Annual Cap and the Xxxxx Annual Caps) and Directors has a material interest in the transactions contemplated thereunderunder No. 5-6 Yangxi Facilities Maintenance Service Agreement.

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise the value of the right-of-use assets and related lease liability in its consolidated statements of the financial position in connection with the lease of Premises A under the Lease Agreement. Accordingly, the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as acquisitions of assets by the Group under Chapter 14A of the Listing Rules. As Xxxxxxx Xxxxxxxx is owned as to 80% by Xx. Xxxxx (an executive Director, chairman of the Board and the controlling shareholder of the Company) as at the date of this announcement, hence Xxxxxxx Xxxxxxxx is a connected person of the Company under Chapter 14A of the Listing Rules. As at the date of this announcement, Xxxxx Tianjin Bingang is an indirect non-wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person owned subsidiary of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company Lease Agreement and (ii) obtaining of Xxxxx Services from Xxxxx the Renovation Agreement will respectively constitute continuing a one-off connected transactions of transaction for the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK As both the Lease Agreement and its associate(s) the Renovation Agreement are required entered into by Tianjin Bingang with the same party concerning the Premises A within a 12-month period, the Stock Exchange may aggregate the transactions contemplated under the Lease Agreement and the Renovation Agreement pursuant to abstain from voting on the resolution(sListing Rules. Since the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the CCT and Xxxxx CCT at transactions contemplated under the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Lease Agreement (including the Annual Cap and the Xxxxx Annual Caps) and Renovation Agreement in aggregate or on standalone basis exceeds 0.1% but is less than 5%, the transactions contemplated thereunderunder the Lease Agreement and the Renovation Agreement are subject to the announcement, reporting and annual review requirements but exempt from circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

LISTING RULES IMPLICATIONS. ZJ Property Management is a subsidiary of ZJ Holdings, which is a substantial and controlling Shareholder. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKZJ Holdings is interested in 592,868,000 Shares, which representing approximately 41.52% of the total issued share capital of the Company. Accordingly, ZJ Property Management is a substantial shareholder an associate of ZJ Holdings and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under Chapter 14A of the issued share capital of the CompanyListing Rules. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyAs such, the transactions contemplated under Master Agreement, namely (i) provision of Company Cleaning Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. On 26 October 2017, 8 February 2018, 19 March 2018 and 10 August 2018, ZJ Development entered into the Cuihu Xiangshan Xxx X0 Xxxxxxxxx, XxxxXxxx-Xxxxxx-Xxxxx Xxxxxx Xxxx Agreement, the Cuihu Xiangshan Lot S1 Agreement and the Cuihu Xiangshan Lot S2 Agreement, respectively, with ZJ Property Management, relating to ZJ Property Management’s provision of certain cleaning and miscellaneous services. The total fees under the Historical Cleaning Services Agreements amounted to RMB1.56 million. As the transactions contemplated under the Historical Cleaning Services Agreements were conducted on normal commercial terms and the applicable percentage ratios in respect of the Historical Cleaning Services, in aggregate, were less than 5% and the total consideration was less than HK$3,000,000, the Historical Cleaning Services was fully exempt from the shareholders’ approval and relevant disclosure requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio exceeds in respect of the Annual Caps is greater than 0.1% but less than 5% %, the entering into of the Framework Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to the reporting, annual review, announcement and Independent Shareholdersannual review requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK Since the Historical Cleaning Services Agreements and its associate(s) the Framework Agreement are required of a similar nature and have been entered into by ZJ Development with ZJ Property Management within a 12-month period, the transactions under the Historical Cleaning Services Agreements and the transactions contemplated under the Framework Agreement shall be aggregated as if they were one transaction pursuant to abstain from voting on Rule 14A.81 of the resolution(s) Listing Rules. All the applicable percentage ratios in respect of the CCT and Xxxxx CCT at highest total annual cap under the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap Historical Cleaning Services Agreements and the Xxxxx Annual Caps) and the transactions contemplated thereunderFramework Agreement, when aggregated, are below 5%.

LISTING RULES IMPLICATIONS. As at one of the date applicable percentage ratios for the provision of this announcementdeposit services by Minmetals Finance under the 2015 Agreement exceeds 25% but all of which are less than 100%, Xxxxx wholly owns Xxxxx HKthe provision of deposit services by Minmetals Finance constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is subject to the reporting, which announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since Minmetals Finance is a substantial subsidiary of China Minmetals, the ultimate controlling shareholder and of the Company, Minmetals Finance is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will 2015 Agreement constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK Since each of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2015 Agreement exceeds 5%, it is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The provision of loan services by Minmetals Finance under the 2015 Agreement constitutes financial assistance to be provided by a connected person for the benefit of the Group. Since such services will be on normal commercial terms, on terms (including interest) no less favourable to the Company and its associate(s) are required to abstain PRC subsidiaries than those that could be obtained from voting on independent third parties, and no security over the resolution(s) assets of the Group shall be granted in respect of the CCT loans to be provided by Minmetals Finance, it is exempt from the reporting, announcement and Xxxxx CCT at the EGM. To the best independent shareholders’ approval requirements under Rule 14A.90 of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master AgreementListing Rules. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement The Directors (including the Annual Cap independent non-executive Directors) consider that the loan services to be provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the interests of the Company and the Xxxxx Annual CapsShareholders as a whole. As the settlement services to be provided by Minmetals Finance to the Company and its PRC subsidiaries under the 2015 Agreement will be free of handling charge, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.76(1) of the Listing Rules. The Directors (including the independent non-executive Directors) consider that the settlement services to be provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the interests of the Company and the transactions contemplated thereunderShareholders as a whole.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Xxxxxx Xxxxxxxxx are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx wholly owns Xxxxx HKrespectively, which is a substantial shareholder who are directors of KEE Zhejiang and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital XXX Xxxxxxx and certain subsidiaries of the Company. ThereforeClassic Winner and Nanhai Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, Xxxxx is deemed as a substantial shareholder and connected person result of the Companyentering into the Second Lease Renewal Agreements, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties in the total amount of approximately HK$25.04 million. AccordinglyAs such, the transactions contemplated under Master Agreement, namely (i) provision the Second Lease Renewal Agreements will be recognised as acquisitions of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx right-of-use assets which will constitute continuing one-off connected transactions of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As one or more of the applicable relevant percentage ratio exceeds ratios under the Listing Rules in respect of the transactions contemplated under the Second Lease Renewal Agreements in aggregate are more than 5% but are less than 25%, the 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 under the Listing Rules. Given that (i) Classic Winner and Xxxxxx Xxxxxxxxx are connected persons at the subsidiary level; (ii) the Directors have approved the Second Lease Renewal Agreements; and (iii) the independent non-executive Directors have confirmed that the terms of the Second Lease Renewal Agreements are fair and reasonable and the transactions amount contemplated under the Master Agreement exceeds HK$10,000,000, Second Lease Renewal Agreements are on normal commercial terms and in the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for interests of the Company and its Shareholders as a whole, the transactions contemplated under the Second Lease Renewal Agreements are subject to reportingthe reporting and announcement requirements, annual reviewbut are exempt from the circular, announcement independent financial advice and Independent independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK None of the Directors of the Company has material interest in the Second Lease Renewal Agreements and its associate(s) are the transactions contemplated thereunder and hence no Director is required to abstain from voting on the resolution(s) in respect relevant resolutions of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereundersame.

LISTING RULES IMPLICATIONS. As at Both Xxx Xxxxxxxx and Alipay are wholly-owned subsidiaries of Ant Financial which together with its subsidiaries were deemed as connected persons of the date Company by the Stock Exchange in July 2017 under Rule 14A.19 of this announcementthe Listing Rules. Accordingly, Xxxxx wholly owns Xxxxx HKeach of Ant Financial, which is a substantial shareholder Xxx Xxxxxxxx and Xxxxxx has been deemed as a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% since July 2017. The entering into of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder Procurement Framework Agreement and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will thereunder constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on As one or more of the resolution(s) applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the CCT and Xxxxx CCT at annual cap for the EGM. To transactions contemplated under the best Procurement Framework Agreement are more than 0.1% but less than 5%, the entering into of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Procurement Framework Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder are subject to the reporting, announcement and annual review requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The entering into of the Procurement Agreement I and the Procurement Agreement II and the transaction contemplated thereunder constituted connected transactions of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the total consideration for the transaction contemplated under the Procurement Agreement I, (ii) the total consideration for the transaction contemplated under the Procurement Agreement II or (iii) the aggregate sum of the total consideration under the Procurement Agreements are less than 0.1%, the entering into of the Procurement Agreements and the transactions contemplated thereunder (whether individually or in aggregate) were, pursuant to Rule 14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. In addition, as the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements are of a similar nature and have been entered into by the Group with Ant Financial or its subsidiaries within a 12-month period, the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. All applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the annual cap under the Procurement Framework Agreement and (ii) the total consideration under the Procurement Agreements, when aggregated, are less than 5%.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKXx. Xxxxxx, which is a substantial shareholder the controlling Shareholder, executive Director and a connected person Chairman of the Company holding 641,566,556 Shares, is interested in 685,485,000 Shares representing approximately 39.2666.07% of the total issued share capital Shares of the Company. Therefore, Xxxxx Company and is deemed as a substantial shareholder and connected person of the Company. As Xxxxxxxx XX (also known as Tenant III) and Tenant I are companies beneficially owned by Xx. Xxxxxx and Xxx. Xxxxxx, his spouse, Xxxxxxxx XX and Tenant I are therefore also connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under Master Agreemententering into the Lease Agreement I, namely (i) provision of Company Services by the Company Lease Agreement II and (ii) obtaining of Xxxxx Services from Xxxxx will Lease Agreement III constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK As in aggregate, the highest amount of the Annual Caps I and its associate(sAnnual Caps III for the Lease Agreement I and the Lease Agreement III respectively exceeds HK$3,000,000 and the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceeds 0.1% but all applicable percentage ratios are below 5%, the entering into the Lease Agreement I and Lease Agreement III are only subject to the reporting, announcement and annual review requirements but is exempt from the independent shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules. For the transaction contemplated under the Lease Agreement II, as the highest amount of Annual Caps II for the Lease Agreement II exceeds 5% of an applicable percentage ratio under the Listing Rules and the Annual Caps II are more than HK$10,000,000, the transaction contemplated under the Lease Agreement II (including the Annual Caps II) are required subject to the reporting, announcement and approval from Independent Shareholders requirements under the Listing Rules. Furthermore, as the term of the Lease Agreement I and the Lease Agreement II exceed 3 years, pursuant to Rule 14A.52 of the Listing Rules, the Company will have to engage the Independent Financial Adviser to review the Lease Agreement I and the Lease Agreement II, and confirm that it is in the normal business practice for contracts of this type to be of such duration. An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the terms of the Lease Agreement II (including the Annual Caps II), and Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Lease Agreement II and the transactions contemplated thereunder (including the Annual Caps II). In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Xxxxxxxx XX, Xx. Xxxxxx, Xxx. Xxxxxx and their respective associates (including Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx) will abstain from voting on in relation to the resolution(s) in respect of to approve the CCT and Xxxxx CCT Lease Agreement II (including the Annual Caps II) at the EGM. To A circular containing, amongst other things, further information on the best terms of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Lease Agreement II (including the Annual Cap Caps II), a letter from the Independent Board Committee, an opinion of the Independent Financial Adviser, together with a notice to convene an extraordinary general meeting to approve the Lease Agreement II (including the Annual Caps II), is expected to be issued to the Shareholders as soon as possible and in any event, no later than 14 September 2016. The Lease Agreement I On 25 August 2016 (after trading hours), the Lease Agreement I was entered into between Landlord I and Tenant I and the Xxxxx principal terms of the Lease Agreement I are summarized as follows: Date: 25 August 2016 Parties: Landlord I as landlord Tenant I as tenant Premises: Premises I, being the Retail Shop with number MY-PT2 located on level 2 of Xxx Xxx Xxxx Xxxx (佳華名苑) located in Area N1, Central Zone, Baoan District, Shenzhen, Guangdong Province, the PRC Term: 10 years commencing from 1 September 2016 to 31 August 2026 (both days inclusive) Rent: A initial monthly rent of RMB182,740.80, with a 5% increment on the monthly rent every 3 years Taxes and other charges: The Landlord I shall pay the land usage fee and taxes in relation to the rental of Premises I The Tenant I shall pay fees in association with electricity, water, building management fee and other services consumed in relation to the Premises I Deposit: A rental deposit of RMB365,481.60 payable by the Tenant I to the Landlord I upon hand-over of Premises I Usage: For business purposes Condition: Subject to obtaining opinion from the independent financial adviser to confirm that it is a normal business practice for contracts of this type to be of such duration and is in the interests of the Company and its Shareholders as a whole Annual Caps I For the year ending Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Capital Eco Group is deemed to have interest in approximately 45.11% of the issued Shares and is accordingly a substantial controlling shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Cooperation Framework Agreement constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK Since one or more of the applicable percentage ratios in respect of transactions contemplated under the Cooperation Framework Agreement exceeds 0.1% but all are below 5%, the transactions contemplated under the Cooperation Framework Agreement are subject to the reporting, announcement and its associate(sannual review requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. As at the date of this announcement, Capital Environmental Sanitation is an indirect wholly-owned subsidiary of the Company holding through Shenzhen Qianhai, a direct wholly-owned subsidiary of the Company. The transaction(s) contemplated under the Capital Increase constitutes connected transaction of the Company and a deemed disposal under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios in respect of transaction(s) contemplated under the Capital Increase Agreement exceeds 0.1% but all are required below 5%, the transaction(s) contemplated under the Capital Increase Agreement are subject to abstain the reporting, announcement and annual review requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules. The Capital Increase does not constitute a discloseable transaction under Chapter 14 of the Listing Rules as one or more of applicable percentage ratios in respect of the Capital Increase exceed 0.1% but all are less than 5%. As Xx. Xx Xxxxxx, the Chairman and an executive Director of the Company, is a director of Capital Eco Group, and Xx. Xxx Xxxxxxx, the non-executive Director of the Company, holds a senior position in Capital Eco Group, they are therefore deemed to have material interest in the Cooperation Framework Agreement and the Capital Increase Agreement and the transactions contemplated thereunder. Thus, Xx. Xx Xxxxxx and Xx. Xxx Chunmei have abstained from voting on the resolution(s) in respect relevant resolutions at the Board meeting. Save as disclosed above, none of the CCT and Xxxxx CCT at the EGM. To the best other Directors of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has Company have any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Cooperation Framework Agreement (including the Annual Cap and the Xxxxx Annual Caps) Capital Increase Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Both Xxx Xxxxxxxx and Alipay are wholly-owned subsidiaries of Ant Financial which together with its subsidiaries were deemed as connected persons of the date Company by the Stock Exchange in July 2017 under Rule 14A.19 of this announcementthe Listing Rules. Accordingly, Xxxxx wholly owns Xxxxx HKeach of Ant Financial, which is a substantial shareholder Xxx Xxxxxxxx and Xxxxxx has been deemed as a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% since July 2017. The entering into of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder Procurement Framework Agreement and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will thereunder constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on As one or more of the resolution(s) applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the CCT and Xxxxx CCT at annual cap for the EGM. To transactions contemplated under the best Procurement Framework Agreement are more than 0.1% but less than 5%, the entering into of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Procurement Framework Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder are subject to the reporting, announcement and annual review requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The entering into of the Procurement Agreement I and the Procurement Agreement II and the transaction contemplated thereunder constituted connected transactions of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the total consideration for the transaction contemplated under the Procurement Agreement I, (ii) the total consideration for the transaction contemplated under the Procurement Agreement II or (iii) the aggregate sum of the total consideration under the Procurement Agreements are less than 0.1%, the entering into of the Procurement Agreements and the transactions contemplated thereunder (whether individually or in aggregate) were, pursuant to Rule 14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements at the time of signing. In addition, as the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements are of a similar nature and have been entered into by the Group with Ant Financial or any of its subsidiaries within a 12-month period, the transactions contemplated under the Procurement Framework Agreement and the Procurement Agreements shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. All applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the annual cap under the Procurement Framework Agreement and (ii) the total consideration under the Procurement Agreements, when aggregated, are less than 5%.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKBaoli Yota is a subsidiary of the Company which is held as to 51% by Allied Jumbo, which a wholly-owned subsidiary of the Company, and as to 49% by Xxxxxx Xxxxxxxx. Pursuant to the Amended and Restated Agreement, Baoli Yota will be held as to 80% by Allied Jumbo and 20% by Xxxxxx Xxxxxxxx. Accordingly, Xxxxxx Xxxxxxxx is a substantial shareholder of Baoli Yota and is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated at subsidiary level under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As The entering into of the applicable percentage ratio exceeds 5% and the transactions amount under the Master Technical Service Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt constitutes a continuing connected transactions transaction for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(sWhile one or more of the applicable percentage ratios (other than the profit ratio) are required to abstain from voting on as defined under the resolution(s) Listing Rules in respect of the CCT and Xxxxx CCT at the EGM. To the best Annual Cap exceed 5%, as (i) Yulong Shenzhen is regarded as a connected person of the Company at subsidiary level; (ii) the Technical Service Agreement is on normal commercial terms; and (iii) the Board (including all the independent non-executive Directors’ knowledge) has approved the Technical Service Agreement and confirmed the terms therein are fair and reasonable, information and belief, having made all reasonable enquiries, save as Xxxxx HK are normal commercial terms and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect interests of the resolutions relating Company and the Shareholders as a whole, the Technical Service Agreement and the transactions contemplated thereunder are subject to the Master Agreementreporting, announcement and annual review requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements by virtue of Rule 14A.101 of the Listing Rules. Mr. Xxx Xxx and Xx. Xxx Xx are regarded None of the Directors is considered as having a material interest in the Technical Service Agreement or the transactions contemplated thereunder and have abstained from voting for all Directors are entitled to vote on the Board resolutions for approving the Master Technical Service Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder. GENERAL INFORMATION OF THE PARTIES Allied Jumbo is a wholly-owned subsidiary of the Company. The Group is principally engaged in mobile technologies business, leisure-related business including tourism and hospitality, property business, gamma ray irradiation service and securities trading and investment. Xxxxxx Xxxxxxxx is principally engaged in developing and providing integrated solutions for smartphone sets, mobile data platform system and value-added business operations, and is an indirect wholly-owned subsidiary of Coolpad. Coolpad is a company incorporated in the Cayman Islands, whose issued shares are listed on the Stock Exchange (stock code: 2369). Coolpad is principally engaged in developing wireless telecommunications technological know-how in wireless telecommunications across multiple wireless telecommunications network standards and providing integrated solutions for smartphone sets, mobile data platform system, and value-added business operations. Baoli Yota is a subsidiary of the Company which is held as to 51% by Allied Jumbo and as to 49% by Xxxxxx Xxxxxxxx as at the date of this announcement. Pursuant to the Amended and Restated Agreement, Baoli Yota will be held as to 80% by Allied Jumbo and 20% by Xxxxxx Xxxxxxxx. Xxxxx Xxxx is principally engaged in the research and development, production, distribution and sale of dual-screen mobile handsets in Greater China.

LISTING RULES IMPLICATIONS. As at Guangdong Holdings is the date ultimate controlling shareholder of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and the Company hence a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under Rule 14A.07(1) of the issued share capital Listing Rules. Yuehai Property Management (a non-wholly owned subsidiary of the Company. ThereforeGuangdong Holdings), Xxxxx is deemed as a substantial shareholder Yuehai Yueshenghuo (an indirect non-wholly owned subsidiary of Guangdong Holdings) and Yuehai Property Management Huiyang Branch (an indirect non-wholly owned subsidiary of Guangdong Holdings) are associates of Guangdong Holdings and therefore, they are connected person persons of the Company. Accordingly, the transactions contemplated under Master the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, namely (i) provision of Company Services by being the Company transactions between the Group and (ii) obtaining of Xxxxx Services from Xxxxx will the Yuehai Property Management Group, constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK On a standalone basis, as all of applicable percentage ratios in respect of the annual caps set for the New Huiyang Lijiang Garden Carpark Management Services Agreement calculated at the date of signing of the agreement (i.e. 1 February 2023) pursuant to the Listing Rules are less than 0.1%, it is fully exempt from the annual review, announcement and its associate(s) independent shareholders’ approval requirements under the Listing Rules. On the basis that the Six Property Management Services Agreements are required all related to abstain from voting the provision of property management services by the Yuehai Property Management Group to the Group and were entered into on the resolution(ssame date, the Six Property Management Services Agreements have been aggregated pursuant to the Listing Rules. As the highest applicable percentage ratio (on an aggregated basis) in respect of the CCT and Xxxxx CCT at annual caps set for the EGM. To transactions under the best Six Property Management Services Agreements calculated pursuant to the Listing Rules is more than 0.1% but all of the Directorsapplicable percentage ratios are less than 5%, the Six Property Management Services Agreements are subject to the annual review and announcement requirements under the Listing Rules, but are exempt from the independent shareholders’ knowledgeapproval requirement. References are made to the announcements of the Company dated 13 November 2020, information 26 March 2021, 10 May 2021, 27 July 2021, 10 December 2021, 30 March 2022, 19 April 2022, 26 July 2022 and belief30 December 2022 in relation to, having made among other things, the Previous Property Management Services Agreements. On the basis that the Six Property Management Services Agreements and the Previous Property Management Services Agreements (including the New Huiyang Lijiang Garden Carpark Management Services Agreement) are all reasonable enquiriesrelated to the provision of property management services by the Yuehai Property Management Group to the Group, save the Six Property Management Services Agreements and the Previous Property Management Services Agreements have been aggregated pursuant to the Listing Rules. On an aggregated basis, as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM highest applicable percentage ratio in respect of the resolutions relating annual caps set for the Six Property Management Services Agreements and the Previous Property Management Services Agreements calculated pursuant to the Master Agreement. Mr. Xxx Xxx Listing Rules exceeds 5%, the Six Property Management Services Agreements are therefore subject to the annual review, announcement and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for independent shareholders’ approval requirements under the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderListing Rules.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKwhilst HOWO Auto Finance Company’s equity interest is held directly by the Company as to 50%, which the majority of the board of directors of HOWO Auto Finance Company is appointed and controlled by the Company, and therefore HOWO Auto Finance Company is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital non-wholly owned subsidiary of the Company. ThereforeGiven that CNHTC, Xxxxx is deemed as a substantial the controlling shareholder and connected person of the Company. Accordingly, directly holds 20% of HOWO Auto Finance Company’s equity interest as at the transactions contemplated under Master Agreementdate of this announcement, namely (i) provision of HOWO Auto Finance Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing is also a connected transactions subsidiary of the Company under pursuant to Rule 14A.31 14A.16 of the Listing Rules. As Accordingly, the applicable percentage ratio exceeds 5% and the transactions amount transaction contemplated under the Master Capital Increase Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing a connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to transaction under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting Rules on the resolution(spart of the Company. As one or more of the applicable percentage ratios (other than the profits ratio) in respect of the CCT the capital contribution by the Company and Xxxxx CCT at Ji’nan Power pursuant to the EGM. To Capital Increase Agreement are more than 0.1% but all are less than 5%, the best entering into of the DirectorsCapital Increase Agreement and the transaction contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the independent shareholders’ knowledgeapproval requirement under the Listing Rules. TERMINATION OF CONTINUING CONNECTED TRANSACTIONS References are made to the announcements of the Company dated 31 March 2016 and 30 August 2017, information and beliefthe circular of the Company dated 26 May 2016, having made all reasonable enquiriesrespectively in relation to, save as Xxxxx HK and its associate(s)among others, no other Shareholder has any material interest the Terminated Agreements. As mentioned in the Master paragraph headed “The Capital Increase Agreement — Capital Increase” of this announcement, upon completion of the Capital Increase and the necessary applications for registration of changes with the relevant PRC authority, HOWO Auto Finance Company will cease to be a connected subsidiary of the Company. In view of the aforesaid and given the termination of the Prior Capital Increase Agreement, the Early Termination Agreements shall become effective and, pursuant to which, the Terminated Agreements shall be effective from the date when HOWO Auto Finance Company ceased to be a connected subsidiary of the Company. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder Neither party is required to abstain from voting at pay any compensation or penalty to the EGM other party in respect of the resolutions relating to early termination of the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderTerminated Agreements.

LISTING RULES IMPLICATIONS. As at Guangdong Holdings is the date ultimate controlling shareholder of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder the Company and hence a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 14A.07(1) of the Listing Rules. As Accordingly, the applicable percentage ratio exceeds 5% entering into of the Assets Transfer Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT contemplated thereunder constitute non-exempt continuing a connected transactions for transaction of the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK On a standalone basis, as one of the applicable percentage ratios in respect of the transactions under the Assets Transfer Agreement is more than 0.1% but all of the applicable ratios are less than 5%, the Assets Transfer Agreement and its associate(s) the transactions contemplated thereunder are required subject to abstain the reporting and announcement requirements, but are exempt from voting the circular and independent shareholders’ approval requirements under the Listing Rules. As both the Assets Transfer Agreement and the Tenancy Agreement are related to the acquisitions of assets by Guangdong Yuehai Land from the Guangdong Holdings Group concerning the Premises within a 12-month period, the Assets Transfer Agreement and the Tenancy Agreement have been aggregated pursuant to the Listing Rules. As the highest applicable percentage ratio (on the resolution(san aggregated basis) in respect of the CCT relevant transactions under the Assets Transfer Agreement and Xxxxx CCT at the EGMTenancy Agreement calculated pursuant to the Listing Rules is more than 0.1% but all of them are less than 5%, the Assets Transfer Agreement and the transactions contemplated thereunder are therefore subject to the reporting and announcement requirements, but are exempt from the circular and independent shareholders’ approval requirements under the Listing Rules. To As Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, being the Directors, are directors of certain subsidiaries of Guangdong Holdings, they have abstained from voting on the relevant board resolutions approving the Assets Transfer Agreement and the transaction contemplated thereunder. Save as disclosed, to the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has Directors had any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Assets Transfer Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions transaction contemplated thereunder.

LISTING RULES IMPLICATIONS. GZ Securities is a subsidiary of GZ YX, which is the ultimate controlling shareholder of the Company. GZ Securities holds a 67% equity interest in GuangZheng Hang Seng. Therefore, each of GZ Securities and XxxxxXxxxx Xxxx Xxxx is a connected person of the Company under the Listing Rules. As such, the transactions under the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As set out in the CCT Announcement, since the highest applicable percentage ratio for the annual cap for the transactions under the Agreements is more than 0.1% but less than 5%, the continuing connected transactions under the Agreements are only subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules and are exempted from the independent shareholders’ approval requirement. The Board (including the independent non-executive Directors) considers that the terms of the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement) (including the annual caps) are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. No Director has a material interest in the transactions under the GZ Securities Property Leasing Agreement (II) (which shall be read to include a reference to the Supplemental Agreement). By Order of the Board Yuexiu Property Company Limited Yu Tat Xxxx Company Secretary Hong Kong, 1 June 2012 As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely Board comprises: Executive Directors: XX Xxxxxxx (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(sChairman), no other Shareholder has any material interest in the Master Agreement. AccordinglyXXXXX Xxxxxxxx, apart from Xxxxx HK XXXXX Xx, XXXX Xxxxxxxx, XXXX Xxxxxxx and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. XXX Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.Xxxx Xxxx Independent Non-executive Directors:

LISTING RULES IMPLICATIONS. As at At the date material time of this announcementthe entering into of the Loan Transaction, Xxxxx Yingtan was a non-wholly owns Xxxxx HKowned subsidiary of the Company and was owned as to 51% by the Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Lender was a controlling shareholder of Sanchuan Intelligence Technology, which is in turn was the holding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder and of Yingtan as at the material time when the Loan Transaction was entered into, the Lender was thus a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated at subsidiary level under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting Accordingly, the Loan Transaction constituted a connected transaction on the resolution(spart of the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the CCT Loan Transaction are below 5%, the Loan Transaction constituted a connected transaction which is subject to reporting and Xxxxx CCT at announcement requirements but is exempt from the EGM. To the best circular, independent financial advice and independent Shareholders’ approval requirements under Rule 14A.76 of the Directors’ knowledge, information Listing Rules. * For identification purpose only It is respectfully submitted that the Company should have complied with the relevant notification and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in announcement requirements under Chapter 14A of the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM Listing Rules in respect of the resolutions relating Loan Transaction, as and when such obligations arose. Regrettably, due to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having oversight of a material interest and have abstained from voting for then executive Director who failed to report the Loan Transaction to the Board resolutions for approving at the Master material time, the requirements to comply with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules had been overlooked. On 4 November 2020, the Borrower, being an indirect wholly-owned subsidiary of the Company, as borrower, entered into the Loan Agreement with the Lender, as lender, pursuant to which a loan in the amount of RMB10,000,000 (including equivalent to approximately HK$11,647,000) at an interest rate of 2% per month was advanced by the Annual Cap and Lender to the Xxxxx Annual Caps) and the transactions contemplated thereunderBorrower.

LISTING RULES IMPLICATIONS. As at The transaction contemplated under the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is Finance Lease Agreements will constitute a substantial shareholder and a connected person transaction under Chapter 14 of the Company holding 641,566,556 Shares, representing approximately 39.26% Listing Rules. As all of the issued share capital applicable percentage ratios under Rule 14.07 of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person Listing Rules in respect of the Company. Accordinglytransaction contemplated under the Finance Lease Agreements is less than 5%, the transactions contemplated under Master AgreementFinance Lease Agreements do not constitute notifiable transactions for the Company. As Nanjing Dasheng is a non-wholly owned subsidiary of Shenzhen Dasheng, namely (i) provision the substantial shareholder of Company Services by the Company, Nanjing Dasheng is an associate of Shenzhen Dasheng, Mr. Xxx Xxxxxxxx and Xx. Xx Xxxxxx. Therefore, Nanjing Dasheng is a connected person to the Company and (ii) obtaining of Xxxxx Services from Xxxxx will the transactions contemplated under Finance Lease Agreements constitute continuing connected transactions of the Company Company. Further the Set-Off Agreement and Four-Party Agreement also constitute connected transactions of the Company. As one or more of the applicable percentage ratios (as defined in the Listing Rules), on an annual basis, are more than 0.1% but all of them are less than 5%, the transactions contemplated under the Finance Lease Agreements are subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but exempted from the circular and independent shareholders’ approval requirements pursuant to Rule 14A.31 14A.76(2)(a) of the Listing Rules. As one or more of the applicable percentage ratio exceeds ratios (as defined in the Listing Rules) in relation the Set-Off Agreement and Four-Party Agreement, are more than 0.1% but all of them are less than 5% and %, the transactions amount contemplated under the Master Set-Off Agreement exceeds HK$10,000,000and Four-Party Agreement, including the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and Novated Debt are subject to reporting, annual review, the reporting and announcement requirements under Chapter 14A of the Listing Rules but exempted from the circular and Independent Shareholdersindependent shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.76(2)(a) of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. Ms. Xx is an executive director of the Company and thus a connected person of the Company under the Listing Rules. As members of the Connected Group consists of Ms. Xx and the associates of Ms. Xx within the meaning of Rule 14A.11(4)(b) and Rule 14A.11(4)(c) of the Listing Rules, the Leasing Arrangements contemplated under the Master Leasing Agreement therefore constitute continuing connected transactions of the Company under the Listing Rules. As the maximum annual consideration receivable by the Group in respect of the Leasing Arrangements contemplated under the Master Leasing Agreement exceeds HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules do not exceed 5%, the Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are only subject to the reporting, annual review and announcement requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules. As at the date of this announcement, Mr. Xx Xxxxx wholly owns Xxx, Xxxxxxx, Mr. Ma Xxxxx HKHang, which is a substantial shareholder Xxxxxxx, Mr. Ma Xxxxx Xxxx, Xxxxxx, Ms. Xx Xxxxx Xxx, Xxxx, Ms. Ma Xxxxx Xxxxx, Xxxx, Mr. Ma Xxxxx Xxxxx, Xxxxxx and a connected person of Ms. Xx (the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital “Ma Family Directors”) are executive directors of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person As the Ma Family Directors are Ma Family Members who are members of the Company. AccordinglyConnected Group, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any Ma Family Directors have a material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Leasing Agreement and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and accordingly have abstained from voting for on the Board resolutions for approving board resolution to approve the Master Leasing Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder and the Annual Caps.

LISTING RULES IMPLICATIONS. Ms. Xx is an executive director of the Company and thus a connected person of the Company under the Listing Rules. As members of the Connected Group consists of Ms. Xx and the associates of Ms. Xx within the meaning of Rule 14A.11(4)(b) and Rule 14A.11(4)(c) of 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. As the Annual Caps receivable by the Group from the Connected 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 is more than 0.1% but less than 5%, the New Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are only subject to the reporting, annual review and announcement requirements but are exempted from the independent shareholders’ approval requirement under the Listing Rules. As at the date of this announcement, Mr. Xx Xxxxx wholly owns Xxx, Xxxxxxx, Mr. Ma Xxxxx HKHang, which is a substantial shareholder Xxxxxxx, Mr. Ma Xxxxx Xxxx, Xxxxxx, Mr. Ma Xxxxx Xxxxx, Xxxxxx and a connected person of Ms. Xx (the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital “Ma Family Directors”) are executive directors of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person As the Ma Family Directors are Ma Family Members who are members of the Company. AccordinglyConnected Group, the transactions contemplated under Ma Family Directors have a material interest in the New Master Agreement, namely (i) provision of Company Services by the Company Leasing Agreement and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain accordingly have abstained from voting on the resolution(s) in respect of board resolution to approve the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the New Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Leasing Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderthereunder and the Annual Caps.

LISTING RULES IMPLICATIONS. As at the date Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreement were made with the subsidiaries of this announcement, Xxxxx wholly owns Xxxxx HKFCL, which is a substantial shareholder of Shanghai Zhongjun, and a connected person bank within a 12-month period prior to the date of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyFourth Entrusted Loan Agreement, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by Fourth Entrusted Loan Agreement will be aggregated with the Company Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 14.23 of the Listing Rules. As the applicable percentage ratio exceeds Percentage Ratios in respect of the Fourth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fourth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the transactions amount reporting and announcement requirements under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute Listing Rules. Shanghai Zhongjun is a non-exempt continuing wholly owned subsidiary of the Company. Chengdu Logistics is a non-wholly owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Chengdu Logistics is a connected transactions for person of the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to (at the subsidiary level) under Chapter 14A of the Listing Rules. Xxxxx HK As a result, the entering into the Fourth Entrusted Loan Agreement between Shanghai Zhongjun and Chengdu Logistics constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fourth Entrusted Loan Agreement is on normal commercial terms and its associate(s) terms are required fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to abstain the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. None of the Directors have a material interest in the Fourth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, none of the Directors has abstained from voting on the resolution(s) in respect resolutions of the CCT and Xxxxx CCT at the EGM. To the best Board for approval of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Fourth Entrusted Loan Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the applicable percentage ratio (namely, the revenue ratio) in relation to the Acquisition is more than 100%, the Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Xx. Xxxxx and Xx. Xxxx, being the Vendors held 70% and 30% of the Target’s equity interest respectively. Xx. Xxxxx is also currently a director of the Purchaser, a wholly-owned subsidiary of the Company and Xx. Xxxx was a former director of the Purchaser within 12 months preceding the date of this announcementthe Agreement. Save as disclosed, Xxxxx wholly owns Xxxxx HK, which there is a substantial shareholder and a no other connected person of relationship between the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Companyand Xx. Xxxxx and Xx. Xxxx. Therefore, Xxxxx is deemed as a substantial shareholder and the Vendors are connected person persons of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Acquisition also constitutes a connected transactions of transaction for the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds 5% Rules and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are is subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of under the Listing Rules. Xxxxx HK The Acquisition is however only a connected transaction between the Company and the Vendors at the subsidiary level on normal commercial terms, therefore such connected transaction is exempt from the circular, independent financial advice and shareholders’ approval requirements under rule 14A.101 of the Listing Rules given that (i) the Directors have approved the Acquisition; and (ii) the independent non-executive Directors have confirmed that the terms of the Acquisition are fair and reasonable, the Acquisition is on normal commercial terms and in the interests of the Company and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMShareholders as a whole. To the best of the Directors’ knowledge, information and beliefbelief of the Directors, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has Shareholders have any material interest in the Master AgreementAcquisition which is different from other Shareholders and none of the Vendors and their respective associates holds any Share as at the date of this announcement. AccordinglyTherefore, apart from Xxxxx HK and its associate(s), it is expected that no other Shareholder is Shareholders are required to abstain from voting at the EGM in respect of SGM to approve the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKSHK Real Estate is a wholly-owned subsidiary of SHKP, which in turn is a substantial shareholder the controlling Shareholder. Accordingly, SHK Real Estate is an associate of SHKP and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under the Listing Rules. The entering into of the issued share capital of the Company. Therefore, Xxxxx is deemed as Project Management Agreement therefore constitutes a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the consideration payable by iAdvantage under the Project Management Agreement exceeds HK$3,000,000 and one of the applicable percentage ratio exceeds ratios for the transactions contemplated under the Project Management Agreement calculated pursuant to Rule 14.07 of the Listing Rules is more than 0.1% but less than 5% %, the Project Management Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to reporting, annual review, the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and Independent Shareholdersindependent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK As Messrs. XXXX Xxxx-luen, Raymond, XXXX Xxx-xxx, Xxxxx, XXXX Xxx-xx, Xxxx and its associate(s) XXXX Xxx-wang, Xxxxxxxxxxx are required to abstain from voting on directors of both the resolution(s) in respect of the CCT Company and Xxxxx CCT at the EGM. To the best of the Directors’ knowledgeSHKP, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx they are regarded as having a material interest and have abstained from voting for materially interested in the Board resolutions for approving the Master Project Management Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder, and they had therefore abstained from voting on the board resolutions of the Company to approve the Project Management Agreement and the transactions contemplated thereunder. As Xx. XXXXXX Wing-yui is a consultant of the solicitors firm which has provided professional services to the Company in relation to the Project Management Agreement, he had also abstained from voting on the board resolutions of the Company to approve the Project Management Agreement to avoid potential conflicts of interests. Likewise, as Messrs. Xxxxx Xxxxxx XXXXXX and XXXX Hong-ki, Xxxxxx xxxx certain posts in relevant subsidiaries of SHKP, they had also abstained from voting on the board resolutions of the Company to approve the Project Management Agreement to avoid potential conflicts of interests.

LISTING RULES IMPLICATIONS. As at Haier Corp is the date of this announcement, Xxxxx wholly owns Xxxxx HK, which controlling Shareholder and Haier Finance is a substantial shareholder and company ultimately controlled by Haier Corp, Haier Finance is a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the The transactions contemplated under Master Agreement, namely (i) provision of Company the Financial Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will Agreement constitute continuing connected transactions of the Company under Rule 14A.31 the Listing Rules. As each of the relevant percentage ratios (except for the profits ratio which is not applicable) for the Provision of Deposit Services exceeds 0.1% but is less than 5% and has an annual consideration of more than HK$3,000,000, the Provision of Deposit Services under the Financial Services Agreement is exempted from the circular (including independent financial advice) and the independent shareholders’ approval requirements but are subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount The Provision of Loan Services under the Master Financial Services Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing represents financial assistance provided by a connected transactions person for the Company benefit of the Group, which is on normal commercial terms similar or even more favourable than those offered by independent commercial banks for comparable services in the PRC and are subject to is fully exempt under Rule 14A.90 of the Listing Rules from all reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirements pursuant since no security over the assets of the Group was granted in respect of such financial assistance. As the relevant percentage ratios for the other Financial Services to Chapter be provided by Haier Finance under the Financial Services Agreement to the Group on an annual basis are expected to be less than 0.1%, which fall into the de minimis threshold as stipulated under Rule 14A.76(1) of the Listing Rules, they will be fully exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under chapter 14A of the Listing Rules. Xx. Xxxx Yunjie, Xx. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMHaishan, Xx. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx Lixia and Xx. Xxx Xx are regarded as having a material interest Huagang (alternate to Xx. Xxxxx Haishan) have positions with Haier Corp and have abstained from voting for on the resolutions of the Board resolutions for approving the Master Finance Services Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of the Agreement, the Target Company is a 51% owned subsidiary of the Company and is owned by the Buyer as to 29.4%. Therefore, the Buyer is a substantial shareholder of the Target Company and is a connected person of the Company at the subsidiary level under the Listing Rules. The Disposal thus constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Since the connected transaction between the Buyer and the Seller is on normal commercial terms, the connected transaction is exempt from the circular, independent financial advice and shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. Further, as one or more of the applicable percentage ratios (as defined in the Listing Rules) as calculated under Rule 14.06 of the Listing Rules in respect of the Disposal is more than 25% but all of the percentage ratios are less than 75%, the Disposal constitutes a major transaction on the part of the Company under Chapter 14 of the Listing Rules. The Disposal is subject to the reporting, announcement and the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. None of the Directors had material interests in the Disposal and hence no Director is required to abstain from voting on the Board resolutions approving the Agreement and the transactions contemplated thereunder. So far as the Company is aware, having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on the resolution to approve, the Disposal if the Company were to convene a general meeting to approve the same. The Company has received written Shareholders’ approval in respect of the Disposal from Xxxxxx Investment Limited, which holds 888,650,000 issued shares of the Company (representing approximately 63.48% of the total issued shares of the Company) as at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under in accordance with Rule 14A.31 14.44 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000Accordingly, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for no Shareholders’ meeting will be convened by the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of approve the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderDisposal.

LISTING RULES IMPLICATIONS. As at the date Purchaser is an associate of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and of a subsidiary of the Company, the Purchaser is a connected person of the Company holding 641,566,556 Sharesat the subsidiary level. Accordingly, representing approximately 39.26% of the issued share capital Disposal constitutes a connected transaction of the Company. Therefore, Xxxxx is deemed as a substantial shareholder As the Board (including the independent non-executive Directors) has approved the Equity Transfer Agreement and connected person the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms and that its terms are fair and reasonable and in the interests of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of Shareholders as a whole, the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount Disposal contemplated under the Master Equity Transfer Agreement exceeds HK$10,000,000is exempted from the circular, the CCT independent financial advice and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.101 of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on Further, given that one or more of the resolution(s) applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the CCT and Xxxxx CCT at Disposal exceed 25% but none of such percentage ratios is 75% or above, the EGMDisposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder none of the Shareholders has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Disposal under the Equity Transfer Agreement and its associate(s), no other Shareholder therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the EGM date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Disposal, no Director was required to abstain from voting on the resolution of the Board in respect of the resolutions relating Disposal. A circular containing, among other things, further information in respect of the Disposal will be despatched to the Master AgreementShareholders for their information on or before 24 June 2016. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having In order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a material interest and have abstained waiver from voting for strict compliance with Rule 14.41(a) of the Board resolutions for approving Listing Rules, which requires the Master Agreement (including circular to be despatched to the Annual Cap and Shareholders within 15 business days after the Xxxxx Annual Caps) and the transactions contemplated thereunderpublication of this announcement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKXxxxxxxxx China indirectly holds 50% interest in Xu An, a subsidiary of the Company, which does not fall within the ambit of insignificant subsidiary under Rule 14A.09(1) of the Listing Rules. Accordingly, Xxxxxxxxx China is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Companyat its subsidiary level. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will The Acquisitions therefore constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on The Board has approved the resolution(s) in respect Acquisitions. None of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has Directors have any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK Acquisitions and its associate(s), as such no other Shareholder is required to abstain Directors have abstained from voting at on the EGM resolutions of the Board approving the Acquisitions. The Directors (including the independent non- executive Directors) are of the view that the Equity Cooperation Agreements were entered into on normal commercial terms, and the terms and conditions of the Equity Cooperation Agreements, including the consideration thereof, are fair and reasonable and in the ordinary and usual course of business of the Company and that the entering into of the Equity Cooperation Agreements is in the interests of the Company and the Shareholders as a whole. All of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the resolutions relating transactions contemplates under the Equity Cooperation Agreements are below 5% but one of such is above 1%. As Xxxxxxxxx China is a connected person of the Company only because of its connection with the Company’s subsidiary, namely Xx Xx, the Acquisitions are only subject to the Master Agreementreporting and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. Mr. Xxx Xxx EQUITY COOPERATION AGREEMENTS/FORMATION OF JOINT VENTURES On 7 December 2016, Xxxxxxxx Xxxxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for CIFI (PRC) (both being indirect wholly-owned subsidiaries of the Board resolutions for approving Company) entered into the Master Henggao Equity Cooperation Agreement (including the Annual Cap and the Xxxxx Annual CapsZijing Equity Cooperation Agreement respectively with Da Di Enterprises and Man Xxxxxx (China) and the transactions contemplated thereunder.(both being subsidiaries of Xxxxxxxxx China), details of which are as follows: Henggao Equity Cooperation Agreement

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Group will recognise the value of the right-of-use assets and related lease liability in its consolidated statements of the financial position in connection with the lease of Premises A under the Lease Agreement. Accordingly, the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as acquisitions of assets by the Group under Chapter 14A of the Listing Rules. As Xxxxxxx Xxxxxxxx is owned by Xx. Xxxxx (an executive Director, chairman of the Board and the controlling shareholder of the Company) as to 80% as at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Xxxxxxx Xxxxxxxx is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% Lease Agreement and the transactions amount under the Master Renovation Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on On a standalone basis, each of the resolution(shighest applicable percentage ratios (as defined under the Listing Rules) in respect of the CCT transactions under the Lease Agreement and Xxxxx CCT at the EGM. To Renovation Agreement exceeds 0.1% but is less than 5%, the best Lease Agreement and the Renovation Agreement contemplated thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the DirectorsListing Rules. As both the Lease Agreement and the Renovation Agreement are entered into by Tianjin Bingang with the same party concerning the Premises A within a 12-month period, the Lease Agreement and the Renovation Agreement may be aggregated by the Stock Exchange pursuant to the Listing Rules. As the highest applicable percentage ratio (on an aggregate basis) in respect of the transactions contemplated under the Lease Agreement and the Renovation Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the Lease Agreement and the Renovation Agreement are therefore subject to the announcement, reporting and annual review requirements but exempt from the circular and independent Shareholders’ knowledge, information and belief, having made all reasonable enquiriesapproval requirements under Chapter 14A of the Listing Rules. The Directors confirmed that, save as Xxxxx HK and its associate(s)for Xx. Xxxxx, no other Shareholder has any none of them have a material interest in the Master Lease Agreement, the Renovation Agreement and the transactions contemplated thereunder. AccordinglyAs such, apart from Xx. Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at had not participated in the EGM in respect discussions of the resolutions relating to relevant resolution in the Master Agreement. Mr. Xxx Xxx relevant Board meeting and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for on the Board resolutions for resolution approving the Master Lease Agreement, the Renovation Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Xxxxx Xxxxxxx is a Connected Person of the date Company by virtue of this announcement, Xxxxx wholly owns Xxxxx HK, which is it being a substantial shareholder of Tianjin Shintai, holding 20% equity interest and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the transactions contemplated under Master Agreementthe Sale and Purchase Agreement are Continuing Connected Transactions under the Listing Rules. The expected aggregate amount of purchases and sales by Tianjin Shintai and/or its affiliates from/to Aisin Tianjin and/or its affiliates under the Continuing Connected Transactions for the seven months ending 31 December 2006 and the two years ending 31 December 2008 on an annual basis will exceed HK$10,000,000 and 2.5% of the percentage ratios (other than the profits ratio and the equity capital ratio) under Rule 14A.34 of the Listing Rules, namely (i) provision hence the entering into of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx Continuing Connected Transactions during the respective periods will constitute non-exempt continuing connected transactions under Rule 14A.35 of the Company under Rule 14A.31 Listing Rules and will be subject to the requirements of reporting, announcement and approval by the independent Shareholders at an extraordinary general meeting as set out in Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT Continuing Connected Transactions are between Xxxxxxx Xxxxxxx and Xxxxx CCT constitute non-exempt continuing connected transactions for Xxxxxxx only and Xxxxx Xxxxxxx is only a Connected Person to the Company and are subject by virtue of it being a substantial shareholder of Xxxxxxx Xxxxxxx (to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best knowledge of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(sXxxxxxx has no shareholding in the Company), no other Shareholder has any material interest in of the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder Company is required to abstain from voting at any general meeting to be convened by the EGM in respect Company for the purpose of approving the Continuing Connected Transactions. Xxxxxxxx, as the controlling shareholder of the resolutions relating Company holding 51.33% interest in the Company, has approved the Continuing Connected Transactions by way of a written approval. Pursuant to Rule 14A.53 of the Listing Rules, an application has been made to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having Stock Exchange for a material interest and have abstained waiver from voting the requirement to convene an extraordinary general meeting for the Board resolutions for approving approval of the Master Agreement (including Continuing Connected Transactions by the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderindependent Shareholders.

LISTING RULES IMPLICATIONS. As at the date Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of this announcement, Xxxxx wholly owns Xxxxx HKFCL, which is a substantial shareholder of Shanghai Zhongjun, and a connected person bank within a 12-month period prior to the date of the Company holding 641,566,556 Shares, representing approximately 39.26% of the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyFifth Entrusted Loan Agreement, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by Fifth Entrusted Loan Agreement will be aggregated with the Company Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 14.23 of the Listing Rules. As the applicable percentage ratio exceeds Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the transactions amount reporting and announcement requirements under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute Listing Rules. Shanghai Zhongjun is a non-exempt continuing wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected transactions for person of the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to (at the subsidiary level) under Chapter 14A of the Listing Rules. Xxxxx HK As a result, the entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and its associate(s) terms are required fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to abstain the reporting, announcement and annual review requirements but is exempt from voting on the resolution(s) circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. INTRODUCTION References are made to the announcements of Company dated 10 March 2015, 26 March 2015 and 4 August 2015 in relation to the Discloseable and Connected Transactions in respect of the CCT Second Entrusted Loan Agreement, the Third Entrusted Loan Agreement and Xxxxx CCT at the EGMForth Entrusted Loan Agreement. To the best The Board announces that, on 26 January 2016, Shanghai Zhongjun, a non-wholly owned subsidiary of the Directors’ knowledgeCompany, information entered into the Fifth Entrusted Loan Agreement with Singlong Suzhou and beliefa bank, having made all reasonable enquiries, save pursuant to which Shanghai Zhongjun (as Xxxxx HK and its associate(s), no other Shareholder has any material interest Lender) agreed to grant an entrusted loan in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(sprincipal amount of RMB200 million to Singlong Suzhou (as Borrower) through the Bank (as lending agent), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which COLI is a substantial the controlling shareholder and a connected person of the Company holding 641,566,556 Shares, representing by virtue of it being interested in approximately 39.2639.63% of the issued share capital of the Company. ThereforeAccordingly, Xxxxx Huayi Design, being a subsidiary of COLI, is deemed as a substantial shareholder and connected person of the Company. Accordingly, the The transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will New Framework Agreement constitute continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on As one or more of the resolution(s) applicable percentage ratios calculated for the Company in respect of the CCT Caps is more than 0.1% but all are less than 5%, the transactions contemplated under the New Framework Agreement are only subject to the reporting, announcement and Xxxxx CCT at annual review requirements but exempt from the EGMindependent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. To The Shareholders should note that the Caps represent the best estimates by the Directors of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect amount of the resolutions relating relevant transactions based on the information currently available. The Caps bear no direct relationship to, nor should they be taken to have any direct bearings on, the Group’s financial or potential financial performance. The Group may or may not engage the Huayi Design Group to provide Services up to the Master Agreementlevel of the Caps, if at all, as its engagement is subject to the tendering procedures which are open to other independent third party service providers. Mr. Xxx Xxx and Xx. Xxx Xx are None of the Directors is regarded as having a material interest and have abstained from voting for in the Board resolutions for approving the Master New Framework Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder. However, Xx. Xxxxxx Xxxx, being the Chairman and Executive Director of the Company, vice chairman and non-executive director of COLI and director of COHL, and Xx. Xxx Xxxxxxxx, being the Non-executive Director of the Company and executive director and vice-president of COLI, have voluntarily abstained from voting on the board resolution(s) of the Company approving the New Framework Agreement and the transactions contemplated thereunder. INFORMATION ON THE PARTIES The Group is principally engaged in property investment and development, property leasing and investment holding. The Huayi Design Group, wholly owned by COLI, is mainly engaged in public and civil building engineering design, urban design, residential planning, interior design, preliminary consulting, architectural planning and research. COLI Group is principally engaged in the business of property development and investment, and other operations. CSCEC (a state-owned corporation in the PRC) is the ultimate controlling shareholder of the Company and COLI. CSCEC, together with its subsidiaries (excluding those listed on any stock exchange), is a conglomerate principally engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design and prospecting.

LISTING RULES IMPLICATIONS. As at mentioned above, YTO is the date immediate controlling shareholder of this announcementthe Company and therefore, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% of under the issued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the CompanyListing Rules. Accordingly, the transactions transaction contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Equity Transfer Agreement constitutes a connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. As the applicable percentage ratio exceeds ratios are more than 0.1% but less than 5% and %, the transactions amount transaction contemplated under the Master Equity Transfer Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are is subject to reporting, annual review, the reporting and announcement and Independent Shareholdersrequirements only but exempt from the independent shareholders’ approval requirements requirement pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGMXx. To the best of the Directors’ knowledgeXxxx Xxxxxxx, information and beliefXx. Xxxx Xxxxxx, having made all reasonable enquiriesXx. Xx Xxxxxx, save as Xxxxx HK and its associate(s)Xx. Xxx Xxxxxxxx, no other Shareholder has any material interest in the Master AgreementXx. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xx Xxx and Xx. Xxx Xx are regarded as having a material interest and Xxxxxxxx, the Directors of the Company, have abstained from voting for to approve the Equity Transfer Agreement at the Board resolutions for approving meeting due to the Master fact that they are also directors of YTO and are regarded not independent to make any recommendation to the Board. Upon completion of the Equity Transfer Agreement, the Target Company will become a wholly-owned subsidiary of the Company. Sinomach, the ultimate controlling shareholder of the Company, directly and indirectly holds approximately 45.71% equity interest in Industrial Park Development Company. Accordingly, Industrial Park Development Company is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Property SP Agreement (including between the Annual Cap Target Company and Industrial Park Development Company will therefore constitute a connected transaction of the Xxxxx Annual Caps) Company upon completion of the Equity Transfer Agreement. As the applicable percentage ratios are more than 0.1% but less than 5%, the transaction contemplated under the Property SP Agreement is subject to the reporting and announcement requirements only but exempt from the transactions contemplated thereunderindependent shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKAGH is the ultimate sole shareholder of Ali CV, which is a substantial controlling shareholder and a connected person of the Company Company, holding 641,566,556 Shares, representing approximately 39.2650.27% of the issued share capital of the Company. ThereforeAs (i) Ant Group is indirectly held by AGH as to 33% of its equity interest and (ii) Alipay (Hangzhou) and Ant Rongxin are subsidiaries of Ant Group, Xxxxx each of Alipay (Hangzhou) and Ant Rongxin is deemed as an associate of Xxx CV and a substantial shareholder and connected person of the CompanyCompany as at the date of this announcement. AccordinglyAs all the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the service fee for the transactions contemplated under each of the Promotion Services Agreement and the Blockchain Marketing Technology Services Agreement were, at the time of signing of the relevant agreements, less than 0.1%, the entering into of the Promotion Services Agreement and the Blockchain Marketing Technology Services Agreement was, pursuant to Rule 14A.76(1) of the Listing Rules, fully exempt from independent shareholders’ approval, annual review and all disclosure requirements. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Master Agreement, namely the Marketing & Promotion Services Framework Agreement shall be aggregated with the transactions contemplated under the Previous Agreements as if they were one transaction as they are of similar nature and were all entered into within a 12-month period by the Group with parties who are connected with one another. As all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) provision the highest aggregated amount of Company Services the relevant annual caps and the service fees payable by the Company Group, and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions the highest aggregated amount of the Company under Rule 14A.31 of the Listing Rules. As the applicable percentage ratio exceeds 5% relevant annual cap and the service fees receivable by the Group for the transactions amount contemplated under the Master Marketing & Promotion Services Framework Agreement exceeds HK$10,000,000and the Previous Agreements for a specific financial year are more than 0.1% but below 5%, all the CCT transactions contemplated under the Marketing & Promotion Services Framework Agreement and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and Previous Agreements are subject to the reporting, annual review, announcement and Independent Shareholdersannual review requirements but are exempt from the independent shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Listing Rules. Xxxxx HK As (i) each of Mr. Xxx Xxxxxx, Xx. Xxxx Jun and Xx. Xx Xxxx is an employee of AGH or its associate(ssubsidiaries, and (ii) Mr. Xx Xxx is currently taking up a management role in a subsidiary of AGH, they are required deemed or may be perceived to abstain from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any have a material interest in the Master Marketing & Promotion Services Framework Agreement. Accordingly, apart from Xxxxx HK and its associate(s)the Promotion Services Agreement, no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Blockchain Marketing Technology Services Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunder, as well as the relevant annual caps. As such, each of Mr. Xxx Xxxxxx, Xx. Xxxx Xxx, Xx. Xx Xxxx and Mr. Xx Xxx has abstained from voting on the relevant resolutions of the Board in relation to the Marketing & Promotion Services Framework Agreement, the Promotion Services Agreement, the Blockchain Marketing Technology Services Agreement and the transactions contemplated thereunder, as well as the relevant annual caps. Save as disclosed, none of the other Directors has a material interest in the Marketing & Promotion Services Framework Agreement, the Promotion Services Agreement, the Blockchain Marketing Technology Services Agreement and the transactions contemplated thereunder, as well as the relevant annual caps, and therefore none of them has abstained from voting on the relevant resolutions passed by the Board.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which Datang Renewables HK is a substantial shareholder and a connected person wholly-owned subsidiary of the Company holding 641,566,556 Shares, representing Company. Since CDC directly and indirectly holds approximately 39.2665.61% of the issued share capital of the Company, it is a controlling shareholder of the Company as defined under the Listing Rules. ThereforeDatang Hainan is a wholly-owned subsidiary of CDC, Xxxxx and thus Datang Hainan is deemed as a substantial shareholder and connected person of the Company. AccordinglyTherefore, the transactions contemplated under Master Agreement, namely (i) provision of Company Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing Capital Increase constitutes a connected transactions transaction of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and treated as if they were one transaction if they were all entered into within a 12-month period or were otherwise related. The counterparties to the Capital Increase and the Previous Transactions are all CDC and/or its subsidiaries and such transactions are similar in nature. Accordingly, such transactions shall be aggregated. As the highest applicable percentage ratio in respect of the Capital Increase upon aggregation with the Previous Transactions exceeds 5% and the transactions amount under the Master Agreement exceeds HK$10,000,000%, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and are Capital Increase shall be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK In addition, pursuant to Rule 14.22 of the Listing Rules, a series of transactions will be aggregated and treated as if they were one transaction if they were all entered into within a 12-month period or were otherwise related. The counterparties to the Capital Increase and the Previous Transactions are all CDC and/or its associate(s) subsidiaries and such transactions are required to abstain from voting on similar in nature. Accordingly, such transactions shall be aggregated. As the resolution(s) highest applicable percentage ratio in respect of the CCT and Xxxxx CCT at Capital Increase upon aggregation with the EGM. To Previous Transactions exceeds 5% but is less than 25%, the best Capital Increase constitutes a discloseable transaction of the DirectorsCompany, and shall be subject to the reporting and announcement requirements but is exempt from Shareholders’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect approval requirement under Chapter 14 of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderListing Rules.

LISTING RULES IMPLICATIONS. As at Each of the date Landlords is an associate of this announcementXx. Xxxx (the chairman, Xxxxx wholly owns Xxxxx HKchief executive officer, which is a substantial an executive Director and the ultimate controlling shareholder of the Company) and hence a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% within the meaning of the issued share capital Listing Rules, and the lease transactions contemplated under the Renewed Property Lease Agreements constitute connected transactions of the Company. ThereforeAccording to HKFRS 16 “Leases”, Xxxxx the Group, as the lessees, is deemed required to recognise the leases as a substantial shareholder right-of-use assets and connected person lease liabilities in the consolidated balance sheet of the CompanyGroup. AccordinglyAs such, entering into the Renewed Property Lease Agreements and the transactions contemplated under Master Agreement, namely (i) provision thereunder would be regarded as acquisitions of Company Services assets by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company Group under Rule 14A.31 of the Listing Rules. The aggregate value of the right-of-use assets to be recognised by the Group under the Renewed Property Lease Agreements is estimated to be approximately RMB138,010,213, which is unaudited and may be subject to adjustment in the future. As the highest of the applicable percentage ratio exceeds 5% and ratios in respect of the transactions amount estimated aggregate value of the right-of-use assets to be recognised by the Group under the Master Agreement exceeds HK$10,000,000Renewed Property Lease Agreements is more than 0.1% but less than 5%, the CCT and Xxxxx CCT constitute non-exempt continuing connected lease transactions for contemplated under the Company and Renewed Property Lease Agreements are subject to reporting, annual review, the reporting and announcement and Independent requirements but are exempt from the independent Shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Listing Rules. Pursuant to the relevant requirements under the Listing Rules and the articles of association of the Company, Xx. Xxxx, Xx. Xxxx Xxxx-Xxxxx, Xx. Xxxx Xxxx-Xxxx, Xx. Xxxxx HK Xxxx-Xxxx, Xx. Xxx Xxx-Xxx, Xx. Xxxx Xxxx- Xxx, Mr. Xxxx Xxxxx and its associate(sXx. Xxxxx Xxx-Xxxxx are considered to have an interest in the transactions contemplated under the Renewed Property Lease Agreements. For this reason, each of them did not attend the relevant Board meeting and accordingly did not vote on the Board resolutions approving the transactions. Furthermore, Xx. Xxxxx Xxxx-Xxx declared his interests in the transaction contemplated under the Renewed Property Lease Agreement (F) are required at the aforesaid Board meeting, due to abstain his capacity as an independent director of Landlord 5, and absented himself from the Board meeting when related matters were discussed and abstained from voting on the resolution(s) in respect of the CCT and Xxxxx CCT at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest in the Master Agreement. Accordingly, apart from Xxxxx HK and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Master Agreement. Mr. Xxx Xxx and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the relevant Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereunderresolutions.

LISTING RULES IMPLICATIONS. ZJ Property Management is a subsidiary of ZJ Holdings, which is a substantial and controlling Shareholder. As at the date of this announcement, Xxxxx wholly owns Xxxxx HKZJ Holdings is interested in 592,868,000 Shares, which representing approximately 41.52% of the total issued share capital of the Company. Accordingly, ZJ Property Management is a substantial shareholder an associate of ZJ Holdings and a connected person of the Company holding 641,566,556 Shares, representing approximately 39.26% under Chapter 14A of the issued share capital of the CompanyListing Rules. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. AccordinglyAs such, the transactions contemplated under Master Agreement, namely (i) provision of Company Cleaning Services by the Company and (ii) obtaining of Xxxxx Services from Xxxxx will constitute continuing connected transactions of the Company under Rule 14A.31 Chapter 14A of the Listing Rules. On 26 October 2017, 8 February 2018, 19 March 2018 and 10 August 2018, ZJ Development entered into the Cuihu Xiangshan Xxx X0 Xxxxxxxxx, XxxxXxxx-Xxxxxx-Xxxxx Xxxxxx Xxxx Agreement, the Cuihu Xiangshan Lot S1 Agreement and the Cuihu Xiangshan Lot S2 Agreement, respectively, with ZJ Property Management, relating to ZJ Property Management’s provision of certain cleaning and miscellaneous services. The total fees under the Historical Cleaning Services Agreements amounted to RMB1.56 million. As the transactions contemplated under the Historical Cleaning Services Agreements were conducted on normal commercial terms and the applicable percentage ratios in respect of the Historical Cleaning Services, in aggregate, were less than 5% and the total consideration was less than HK$3,000,000, the Historical Cleaning Services was fully exempt from the shareholders’ approval and relevant disclosure requirements under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio exceeds in respect of the Annual Caps is greater than 0.1% but less than 5% %, the entering into of the Framework Agreement and the transactions amount under the Master Agreement exceeds HK$10,000,000, the CCT and Xxxxx CCT constitute non-exempt continuing connected transactions for the Company and contemplated thereunder are subject to the reporting, annual review, announcement and Independent Shareholdersannual review requirements but exempt from the circular and independent shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. Xxxxx HK Since the Historical Cleaning Services Agreements and its associate(s) the Framework Agreement are required of a similar nature and have been entered into by ZJ Development with ZJ Property Management within a 12-month period, the transactions under the Historical Cleaning Services Agreements and the transactions contemplated under the Framework Agreement shall be aggregated as if they were one transaction pursuant to abstain from voting on Rule 14A.81 of the resolution(s) Listing Rules. All the applicable percentage ratios in respect of the CCT highest total annual cap under the Historical Cleaning Services Agreements and Xxxxx CCT at the EGMFramework Agreement, when aggregated, are below 5%. To the best INTRODUCTION ZJ Development, a non-wholly owned subsidiary of the Directors’ knowledgeCompany, information and belief, having made all reasonable enquiries, save as Xxxxx HK and its associate(s), no other Shareholder has any material interest is engaged in property development in the Master Agreement. Accordingly, apart from Xxxxx HK PRC and its associate(s), no other Shareholder is required to abstain from voting at the EGM in respect certain property development projects may require cleaning and miscellaneous services upon completion of the resolutions relating development. ZJ Property Management, a wholly-owned subsidiary of ZJ Holdings, is engaged in property management and provision of cleaning and miscellaneous services in the PRC. Prior to the Master date of the Framework Agreement. Mr. Xxx Xxx , ZJ Development entered into the Historical Cleaning Services Agreements with ZJ Property Management, pursuant to which, ZJ Property Management, as service provider, had provided certain cleaning and Xx. Xxx Xx are regarded as having a material interest and have abstained from voting for the Board resolutions for approving the Master Agreement (including the Annual Cap and the Xxxxx Annual Caps) and the transactions contemplated thereundermiscellaneous services to ZJ Development, in return of service fee.