Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that Mr. XXXX Xx Xxx (“Xx. Xxxx”) was the Loan Agreement chairman of the Board, chief executive officer of the Group and an executive Director and he resigned from the Supplemental Loan Agreement positions of chairman of the Board and chief executive officer of the Group with effect from 5 February 2015, and resigned as an executive Director with effect from 23 February 2015. He is a connected person of the Company by being an executive Director in the last twelve months from the date of the Renewed Master Lease Agreement. As Wellbuild is (i) a wholly-owned subsidiary of Roly; and (ii) a controlled corporation and an associate of Xx. Xxxx who was an executive Director during the period from 1 May 2014 to 23 February 2015 and a director of Wellbuild, Wellbuild and its subsidiaries are entered into by regarded as connected persons of the same parties within a 12-month periodCompany. Accordingly, the Aggregated Transactions transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. As Xx. Xxxx resigned from directorship with effect from 23 February 2015, and no Director has a series material interest in the transactions contemplated under the Renewed Master Lease Agreement, no Director is required to abstain from voting on the board resolution approving the transactions contemplated under the Renewed Master Lease Agreement. Pursuant to Rule 14A.54 of related the Listing Rules, due to the entering of the Renewed Master Lease Agreement, the Company is required to re-comply with the reporting and announcement requirement under the Listing Rules. The transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions of the Company and, on a stand-alone basis, are exempt from the reporting, announcement and independent shareholders’ approval requirements. Under Rule 14A.81 of the Listing Rules, the transactions contemplated under the Renewed Master Lease Agreement are required to be aggregated pursuant to Rule 14.22 with the transactions contemplated under the Master Lease Agreement for the purpose of determining the Listing Rulesclassification. As one or more of Since the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of calculated with reference to the Aggregated Transactions Revised 2015 Annual Cap for the year ended 30 April 2015 is more than 50.1% but less than 255%, the entering into transactions contemplated under the Supplemental Loan Renewed Master Lease Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are only subject to the reporting reporting, annual review and announcement requirements requirements, but are exempt from the Shareholdersindependent shareholders’ approval requirement under Chapter 14 14A of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that As each of Xxxxxx Xxxxxxx and Xiamen Liyuan is a subsidiary of C&D Real Estate, a controlling shareholder, Xxxxxx Xxxxxxx and Xiamen Liyuan are considered as connected persons of the Loan Company. The entering into of the Second Capital Increase Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions will therefore constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 connected transaction under Chapter 14A of the Listing Rules. As announced by the Company on 1 December 2015 and 31 December 2015, Xx Xxx and Xxxx Xxx entered into a cooperation agreement for the formation of the Joint Venture which subsequently acquired a land located in Zhangzhou, Fujian, the PRC. Moreover, as announced by the Company on 5 January 2017, Xx Xxx further acquired 60% equity interests in the Joint Venture from the existing shareholders of the Joint Venture. Further, as mentioned above, on 18 August 2016, Xx Xxx entered into the First Capital Increase Agreement with Xxxxxx Xxxxxxx and Xiamen Liyuan, pursuant to which Xx Xxx contributed an aggregate amount of RMB517,900,000 and acquired approximately 13% of the registered capital of the Target Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Second Capital Increase Agreement are required to be aggregated with the Previous Transaction. After aggregation, as one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25Transaction exceed 100%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Aggregated Transaction constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement very substantial acquisition under Chapter 14 of the Listing Rules. Reference Rules and is made subject to the reporting, announcement and independent shareholders’ requirements. An EGM will be held to seek the approval of the Company dated 29 December 2017 (Independent Shareholders of the “Announcement”) in relation transactions contemplated under the Second Capital Increase Agreement. C&D Real Estate and its associates shall abstain from voting on the proposed resolution to approve the transactions contemplated under the Second Capital Increase Agreement at the EGM. Save for the aforesaid and to the provision best of the Loan. Unless otherwise statedknowledge, capitalised terms used in information and belief of the Directors after having made all reasonable enquiries, as at the date of this announcement shall have the same meanings as those defined announcement, no other Shareholder is interested in the Announcementtransactions contemplated under the Second Capital Increase Agreement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, An Independent Board Committee consisting of all the Lender, independent non-executive Directors will be established to consider and advise the Borrower Independent Shareholders on the transactions contemplated under the Second Capital Increase Agreement. An independent financial adviser has been appointed by the Company to advise the Independent Board Committee and the Chargors entered into a supplemental loan agreement (Independent Shareholders as to whether the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan transactions contemplated under the Second Capital Increase Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial termsterms or better, with reference to in the commercial practice ordinary and the amount usual course of business of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair Company, and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that As the Customers are associated with each other and the Loan Agreement and the Supplemental Loan Agreement are Agreements were entered into by on the same parties within a 12-month periodday, the Aggregated Transactions constitute a series of related transactions and contemplated under the Loan Agreements are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in under Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than aggregate amount of the Loans exceeds 5% but is less than 25%, the entering into advance of the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a Loans constitutes discloseable transaction transactions of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting notification and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made Pursuant to the announcement Rule 14.58(2) of the Company dated 29 December 2017 (Listing Rules, the “Announcement”) in relation to the provision identities of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Customers, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, Mortgagor and their respective ultimate beneficial owners are third parties independent required to be disclosed. Since (i) the advance of the Loans is not regarded as a material transaction of the Company as compared to the Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers, the Mortgagor and its connected persons under their ultimate beneficial owners have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the identities of the Customers, the Mortgagor and their ultimate beneficial owners does not reflect their financial standing or repayment abilities and thus will serve little purpose in assisting the Shareholders to evaluate their creditworthiness and the risks and exposure of the Loans; and (iv) the Company has made alternative disclosures in respect of the Loans in this announcement, including but not limited to the details of the mortgaged properties and the loan-to-value ratio of the collaterals in respect of the Loans, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loans as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.58(2) of the Listing Rules.

LISTING RULES IMPLICATIONS. Given that the Loan The HHD Master Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in under Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is provision of the HHD Guarantee Amount under the HHD Master Agreement are more than 5% but all are less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute it has constituted a discloseable transaction of for the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference The CCT Master Agreement As at the date of this announcement, Xx. Xxx is made to a Director and the announcement controlling shareholder of the Company. The Purchasers are the daughters of Xx. Xxx and wholly own Lingjia New Material. Therefore, Xx. Xxx, the Purchasers and Lingjia New Material, being the CCT Counter Guarantors, are connected persons of the Company dated 29 December 2017 (under the “Announcement”) Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules for the Annual Caps under the CCT Master Agreement, on an annual basis, are higher than 5%, it constitutes a non-exempt continuing connected transaction for the Company and is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to the provision of Annual Caps under the Loan. Unless otherwise statedCCT Master Agreement, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018on an annual basis, the Lenderexceed 25% but all are less than 75%, the Borrower and the Chargors entered into it also constitutes a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of major transaction for the Company and is subject to reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Shareholders as a wholeListing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each save for Xx. Xxx, no Shareholder has any material interest in the CCT Master Agreement and the transactions contemplated thereunder. Xx. Xxx and his associates will abstain from voting at the EGM to be convened to consider, and if thought fit, to approve the CCT Master Agreement and the transactions contemplated thereunder. Save for the foregoing, no other Shareholders will be required to abstain from voting on the resolution(s) in respect of the BorrowerCCT Master Agreement and the transactions contemplated thereunder, including the ChargorsAnnual Caps, and their respective ultimate beneficial owners are third parties independent of at the Company and its connected persons under the Listing RulesEGM.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules Percentage Ratios in respect of the Aggregated Transactions Disposal is more higher than 525% but less than 25below 75%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Disposal constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which Company, and is subject to the reporting notification, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference As the Purchaser is made an indirect wholly owned subsidiary of COSCO, the ultimate controlling Shareholder, and hence a connected person of the Company, the Disposal (including the financial assistance to be provided by the Company to the announcement Purchaser in connection with the Purchaser’s deferred payment of the part of the Consideration after Completion) also constitutes a connected transaction of the Company dated 29 December 2017 under Chapter 14A of the Listing Rules. The Disposal (including the “Announcement”) in relation financial assistance to be provided by the Company to the provision Purchaser in connection with the Purchaser’s deferred payment of the Loanpart of the Consideration after Completion) is subject to the approval by the Independent Shareholders at the SGM. Unless otherwise statedCOSCO Pacific Investment Holdings Limited and COSCO Investments Limited (both being indirect subsidiaries of COSCO and hence, capitalised terms used in associates of the Purchaser), which together hold an aggregate of approximately 43.20% of the total issued share capital of the Company as at the date of this announcement announcement, and other associates of the Purchaser shall have abstain from voting at the same meanings as those defined in SGM to approve the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Agreement and the Chargors entered into a supplemental loan agreement (Disposal. Xx. XXXX Xxxxxx, Xx. XXXX Xxx and Xx. XXXX Xxxxxxxx are directors of both the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender Company and the Borrower in advanceGuarantor and therefore have abstained from voting on the relevant board resolutions approving the Agreement. Save as disclosed hereinabove, all no other terms Directors has a material interest in the Disposal, but Dr. FAN XXX Xxx Xxx, Xxxx, an independent non-executive Director, has voluntarily abstained from voting on the relevant board resolutions approving the Agreement for the reason that she is also an independent non- executive director of China COSCO, a subsidiary of COSCO. Save for the Directors who have abstained from voting as mentioned above and provisions the other independent non-executive Directors who would render their views after having been advised by the independent financial adviser, the Directors are of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers view that the terms of the Supplemental Loan Agreement are on normal commercial terms and are fair and reasonable, and in the interests of the Company and its Shareholders as a whole. The Independent Board Committee comprising Xx. Xxxxxxx Xxxxxx FRESHWATER, Xx. Xxxxxx Xxxxx XX Xxx Xxx and Mr. IP Sing Chi, all being independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the Agreement and the Disposal are fair and reasonable and are in the interests interest of the Company and the Shareholders as a whole. To whole and to advise the best Independent Shareholders on how to vote, taking into account the recommendation of the Directors’ knowledge, information independent financial adviser. Asia Investment Management Limited has been appointed as independent financial adviser to advise the Independent Board Committee and belief, having made all reasonable enquiries, each the Independent Shareholders in respect of the BorrowerDisposal. A circular containing, the Chargorsamong other things, and their respective ultimate beneficial owners are third parties independent (i) further details of the Company Agreement and its connected persons under the Disposal; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the SGM, will be despatched to the Shareholders on or around 24th May 2013 in accordance with the relevant requirements of the Listing Rules.

LISTING RULES IMPLICATIONS. Given Pursuant to the Asset Purchase Agreement, the Asset Lease Agreement dated 16 November 2020 will be terminated immediately upon the delivery of the Pre- ironmaking Assets. It is expected that the Loan Company’s right-of-use assets will decrease by approximately RMB3,291 million upon the termination of the aforesaid lease. Accordingly, the termination of the lease of Pre-ironmaking Assets in accordance with the Asset Purchase Agreement and will also be deemed as the Supplemental Loan Agreement are entered into disposal of assets by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant Company. Pursuant to Rule 14.22 14.24 of the Listing Rules, if a transaction involves both an acquisition and a disposal, the Stock Exchange will apply the percentage ratios to both the acquisition and the disposal. The relevant transaction will be classified by reference to the larger of the amount of the acquisition and the disposal, and subject to the reporting, disclosure and/or Shareholders’ approval requirements applicable to that classification. As the percentage ratios applicable to the acquisition of the Pre- ironmaking Assets are larger than that of the disposal, this transaction is classified as an acquisition. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is acquisition are more than 5% but all less than 25%, pursuant to Chapter 14 of the entering into Listing Rules, the Supplemental Loan Asset Purchase Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is and are subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference As at the date of this announcement, Changshou Iron & Steel is made to the announcement interested in approximately 23.51% of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests issued share capital of the Company and the Shareholders as is a whole. To the best substantial Shareholder of the Directors’ knowledgeCompany. Accordingly, information and belief, having made all reasonable enquiries, each Changshou Iron & Steel is a connected person of the Borrower, the ChargorsCompany, and their respective ultimate beneficial owners are third parties independent the transactions contemplated under the Asset Purchase Agreement also constitute connected transactions of the Company and its connected persons under the Listing Rules, and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Independent Board Committee will advise the Independent Shareholders in respect of the relevant terms of the Asset Purchase Agreement. Rainbow Capital has been appointed as the Independent Financial Adviser by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular including, among other things, details of the Asset Purchase Agreement and the transactions contemplated thereunder, the recommendation letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and, a notice convening an extraordinary general meeting to approve, among other things, the Asset Purchase Agreement and the transactions contemplated thereunder, is expected to be dispatched to the Shareholders on or before 15 July 2021. Other than Xx. Xxx Xxxxxxxx, Mr. Song De An and Xx. Xxxx Xxxx, the connected Directors, who have abstained from voting on the relevant Board’s resolutions for the approval of the Asset Purchase Agreement and the transactions contemplated thereunder, none of the Directors has interests in such transactions.

LISTING RULES IMPLICATIONS. Given Pursuant to the Asset Purchase Agreement, the Asset Lease Agreement dated 16 November 2020 will be terminated immediately upon the delivery of the Pre- ironmaking Assets. It is expected that the Loan Company’s right-of-use assets will decrease by approximately RMB3,291 million upon the termination of the aforesaid lease. Accordingly, the termination of the lease of Pre-ironmaking Assets in accordance with the Asset Purchase Agreement and will also be deemed as the Supplemental Loan Agreement are entered into disposal of assets by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant Company. Pursuant to Rule 14.22 14.24 of the Listing Rules, if a transaction involves both an acquisition and a disposal, the Stock Exchange will apply the percentage ratios to both the acquisition and the disposal. The relevant transaction will be classified by reference to the larger of the amount of the acquisition and the disposal, and subject to the reporting, disclosure and/or Shareholders’ approval requirements applicable to that classification. As the percentage ratios applicable to the acquisition of the Pre- ironmaking Assets are larger than that of the disposal, this transaction is classified as an acquisition. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is acquisition are more than 5% but all less than 25%, pursuant to Chapter 14 of the entering into Listing Rules, the Supplemental Loan Asset Purchase Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is and are subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference As at the date of this announcement, Changshou Iron & Steel is made to the announcement interested in approximately 23.51% of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests issued share capital of the Company and the Shareholders as is a whole. To the best substantial Shareholder of the Directors’ knowledgeCompany. Accordingly, information and belief, having made all reasonable enquiries, each Changshou Iron & Steel is a connected person of the Borrower, the ChargorsCompany, and their respective ultimate beneficial owners are third parties independent the transactions contemplated under the Asset Purchase Agreement also constitute connected transactions of the Company and its connected persons under the Listing Rules, and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Independent Board Committee will advise the Independent Shareholders in respect of the relevant terms of the Asset Purchase Agreement. Rainbow Capital has been appointed as the Independent Financial Adviser by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular including, among other things, details of the Asset Purchase Agreement and the transactions contemplated thereunder, the recommendation letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and, a notice convening an extraordinary general meeting to approve, among other things, the Asset Purchase Agreement and the transactions contemplated thereunder, is expected to be dispatched to the Shareholders on or before 15 July 2021. Other than Xx. Xxx Xxxxxxxx, Mr. Xxxx De An and Xx. Xxxx Xxxx, the connected Directors, who have abstained from voting on the relevant Board’s resolutions for the approval of the Asset Purchase Agreement and the transactions contemplated thereunder, none of the Directors has interests in such transactions.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in calculated with reference to Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 25100%, the entering into of the Supplemental Loan Agreement Yanzhou Project Contract and the transaction transactions contemplated thereunder constitute a discloseable major transaction of the Company pursuant to Rule 14.06 under Chapter 14 of the Listing Rules which is and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made Pursuant to the announcement Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company dated 29 December 2017 (were to convene a general meeting for the “Announcement”) in relation to the provision approval of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have Yanzhou Project Contract and the same meanings as those defined in transactions contemplated thereunder; and (ii) written approval of the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Lender, the Borrower and the Chargors entered into Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholegeneral meeting. To the best knowledge of the Directors’ knowledge, information and belief, Company having made all reasonable enquiries, each no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the BorrowerYanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, the ChargorsXXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares, respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their respective ultimate beneficial owners are third parties independent interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and its connected persons under the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than JV Agreement and the transactions contemplated thereunder exceed 25%, but all are less than 100%, the entering into the Supplemental Loan JV Agreement and the transaction transactions contemplated thereunder constitute a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is therefore subject to the reporting notification, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference Under Rule 14.44 of the Listing Rules, written shareholders’ approval for the JV Agreement and the transactions contemplated thereunder may be obtained by way of shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is made required to abstain from voting if the Company were to convene a general meeting for the approval of the transactions; and (b) written shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transactions. The Company has obtained written approvals for the JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued share capital of the Company) as at the date of this announcement. SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to the announcement Concert Group Agreement and thus are a closely allied group of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholeShareholders. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each no Shareholders or any of their respective close associates have any material interest in the JV Agreement and the transactions contemplated thereunder; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the BorrowerJV Agreement and the transactions contemplated thereunder. As such, no general meeting will be convened for the Chargors, and their respective ultimate beneficial owners are third parties independent approval of the Company JV Agreement and its connected persons the transactions contemplated thereunder as is permitted under Rule 14.44 of the Listing Rules.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement The Subscription and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have Facility together constitute a major transaction for the same meanings as those defined in Company under the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations Listing Rules and are on normal commercial terms, with reference therefore subject to the commercial practice reporting, announcement and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholeShareholders’ approval requirements. To the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, each no Shareholder or its/his associate(s) has a material interest in the Subscription Agreement, the Shareholders Agreement, the Loan Agreement and the respective transactions contemplated thereunder and accordingly, no Shareholder is required to abstain from voting if the Company were to convene a Shareholders’ meeting for approving these agreements and the respective transactions contemplated thereunder. As at the date of this announcement, Selective Choice Investments Limited, an indirect wholly-owned subsidiary of ITC Corporation Limited, and Fortune Crystal Holdings Limited, which is wholly-owned by Xx. Xx Xxxx Xxx, Xxxx, hold 290,178,433 Shares and 209,757,748 Shares respectively. Dr. Xxxx Xxxx Xxxxx, Xxxxxxx is the controlling shareholder of ITC Corporation Limited and Xx. Xx Xxxx Xxx, Xxxx is the spouse of Dr. Xxxx Xxxx Xxxxx, Xxxxxxx. The Company intends to obtain the written Shareholders’ approval from Selective Choice Investments Limited and Fortune Crystal Holdings Limited, which in aggregate hold 499,936,181 Shares representing approximately 58.12% of the Borrowerexisting issued share capital of the Company, in respect of the Subscription Agreement, the ChargorsShareholders Agreement, the Loan Agreement and their the respective ultimate beneficial owners are third parties independent transactions contemplated thereunder prior to the despatch of the circular by the Company. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Selective Choice Investments Limited and Fortune Crystal Holdings Limited will be accepted in lieu of holding a general meeting of the Shareholders. Accordingly, no physical Shareholders’ meeting will be held by the Company to approve these agreements and the respective transactions contemplated thereunder if such written Shareholders’ approval is obtained. GENERAL Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, information relating to the Subscription Agreement, the Shareholders Agreement and the Loan Agreement, the financial and other information of the Group and the JV Group, the unaudited pro forma financial information of the Group assuming Completion takes place and other information as required under the Listing Rules shall be despatched to the Shareholders within fifteen (15) Business Days after publication of this announcement. As additional time is required for the Company to prepare the relevant information including the financial and other information of the JV Group and the unaudited pro forma financial information of the Group assuming Completion takes place for inclusion 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 and for an extension of the deadline for the despatch of the circular of the Company and its connected persons under the Listing Rulesto a date on or before 29th July, 2016.

LISTING RULES IMPLICATIONS. Given that As the Loan Lessor was an indirect wholly-owned subsidiary of Huarong Investment, a former listed company on the Stock Exchange, the Credit Framework Agreement was a discloseable transaction of Huarong Investment at the time of the entering into of the transaction in 2017. Subsequent to Huarong Investment being privatized by the Company and the Supplemental Loan listing of its shares being withdrawn in November 2020, the Lessor has become an indirect wholly- owned subsidiary of the Company, and thus the entering into the Settlement Agreement are entered into by the same parties within Lessor constitutes a 12-month period, provision of financial assistance by the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of Group under the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of under the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than Settlement Agreement exceed 25%, the entering into the Supplemental Loan Settlement Agreement and the constitutes a major transaction contemplated thereunder constitute a discloseable transaction of for the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing RulesRules and is therefore subject to reporting, announcement, circular, and Shareholders’ approval requirements. Reference is made to the announcement As none of the Company dated 29 December 2017 (Directors has a material interest in Settlement Agreement, no Director has abstained from voting on the “Announcement”) in relation relevant board resolutions. Pursuant to the provision Rule 14.44 of the Loan. Unless otherwise statedListing Rules, capitalised terms used in this announcement shall have the same meanings (i) as those defined no Shareholder has a material interest in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Settlement Agreement, none of the LenderShareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Settlement Agreement; and (ii) the Company intends to obtain a written shareholders’ approval from Camellia Pacific Investment Holding Limited and Right Select International Limited (佳擇國際有限公司), holding 1,830,117,664 and 2,611,438,440 shares of the Borrower Company, respectively (in aggregate representing approximately 51% of the total issued shares of the Company) for the approval of the Settlement Agreement and the Chargors entered into transactions contemplated thereunder. As a supplemental loan agreement result, no special general meeting will be convened by the Company to approve the Settlement Agreement. A circular setting out, among others, (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date i) further details of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions Settlement Agreement; (ii) financial information of the Loan Agreement shall remain unchanged Group; and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference (iii) other information required to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons be disclosed under the Listing Rules, is expected to be despatched to the Shareholders within 15 business days (as defined in the Listing Rules) of the publication of this announcement. However, as no special general meeting will be convened for approving the Settlement Agreement, the circular will be published for Shareholders’ information purpose only and will not contain any notice of the special general meeting.

LISTING RULES IMPLICATIONS. Given that As the Loan highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and the Supplemental Loan Agreement are entered into by the same CNFP or associated parties within a 12-month periodis more than 25% but less than 100%, the Aggregated Transactions constitute entering into of the Factoring Agreement with CNFP or associated parties constitutes a series major transaction for the Company under Chapter 14 of related transactions the Listing Rules and are required is therefore subject to be aggregated pursuant to Rule 14.22 of the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. As one or more of the highest applicable percentage ratios ratio (as set out in Rule 14.07 of defined under the Listing Rules Rules) in respect of the Aggregated Transactions Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Supplemental Loan Factoring Agreement and the transaction contemplated thereunder constitute with CNECE constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of under the Listing Rules which and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 14A of the Listing Rules. Reference Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is made required to abstain from voting if the announcement Company were to convene a general meeting for the approval of the Factoring Agreement with CNFP 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 dated 29 December 2017 (giving the “Announcement”) in relation right to attend and vote at that general meeting to approve the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Factoring Agreement with CNFP and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholetransactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, each no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder. As of the Borrowerdate of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the Chargorsissued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and their respective ultimate beneficial owners are third parties independent the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement with CNFP 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, details of the Supplemental Factoring Agreements (as defined in the announcement of the Company dated 23 May 2018) and its connected persons other information as required under the Main Board Listing Rules., is expected to be despatched to the Shareholders on or before 24 July 2018. FACTORING AGREEMENTS The Board hereby announces that on 28 June 2018, Yueda Commercial Factoring, an indirect wholly owned subsidiary of the Company, entered into Factoring Agreements, pursuant to which Yueda Commercial Factoring agreed to provide Accounts Receivable Services and granted factoring loan credit limits to the Parties and the Parties are entitled to apply for accounts transfer and factoring services. If the Party needs financing facility from Yueda Commercial Factoring, it will make an application for factoring services. If the credit assessment is to the satisfaction of Yueda Commercial Factoring, Yueda Commercial Factoring will grant the revolving factoring loan within the credit limit. The principal terms of the Factoring Agreements entered into between the Company and the Parties are set out below:

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 respect of the transactions contemplated under the Equity Transfer Agreement calculated under Chapter 14 of the Listing Rules in respect of the Aggregated Transactions is more than exceeds 5% but all the applicable percentage ratios are less than 25%, the entering into transactions contemplated under the Supplemental Loan Equity Transfer Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is and are subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference Tsinlien is made to the announcement controlling Shareholder of the Company, which directly and indirectly holds a total of 673,759,143 shares of the Company, representing approximately 62.81% of the total issued shares of the Company dated 29 December 2017 (as at the “Announcement”) in relation date of this announcement. As Tsinlien and Tianjin Food are both direct wholly-owned subsidiaries of Tianjin Bohai, Tianjin Food is therefore a fellow subsidiary of Tsinlien and a connected person of the Company. Accordingly, the transactions contemplated under the Equity Transfer Agreement also constitute connected transactions of the Company, and are subject to the provision reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the LoanListing Rules. Unless otherwise stated, capitalised terms used in this announcement shall have Tsinlien and its associates will abstain from voting on the same meanings as those defined in ordinary resolution to be proposed at the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, EGM for the Lender, approval of the Borrower Equity Transfer Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder. The Independent Board Committee comprising all the “Supplemental Loan Agreement”), pursuant independent non-executive Directors has been established to which advise the Lender agrees to extend the maturity date Independent Shareholders in respect of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender Equity Transfer Agreement and the Borrower transactions contemplated thereunder. Red Sun Capital Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in advance. Save as disclosed herein, all other terms and provisions respect of the Loan Equity Transfer Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount transactions contemplated thereunder. A circular containing, inter alia, details of the Loan. The Board considers that (i) the terms of the Supplemental Loan Equity Transfer Agreement are fair and reasonable and are the transactions contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in the interests respect of the Company Equity Transfer Agreement and the transactions contemplated thereunder; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders as a whole. To the best in respect of the Directors’ knowledgeEquity Transfer Agreement and the transactions contemplated thereunder; and (iv) a notice to convene the EGM, information and belief, having made all reasonable enquiries, each of will be despatched to the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing RulesShareholders on or about 13 July 2020.

LISTING RULES IMPLICATIONS. Given Major Transactions The Board is of the view that the Loan issue of the Convertible Bonds will be treated as capital commitment of the Group, the applicable percentage ratio (as calculated in accordance with Rule 19.06 of the GEM Listing Rules) exceed 25% but are below 100%, the entry of the proposed Shareholders’ Agreement would constitute a major transaction of the Company under the GEM Listing Rules and is subject to the requirements of reporting, announcement and the Supplemental Loan Agreement are entered into approval by the same parties within a 12-month period, Shareholders under the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as set out calculated in accordance with Rule 14.07 19.06 of the GEM Listing Rules) exceed 25% but are below 100%, the Acquisition also constitutes a major transaction of the Company under the GEM Listing Rules and is subject to the requirements of reporting, announcement and the approval by the Shareholders under the GEM Listing Rules. Connected Transaction As at the date of this announcement, the Vendor is a wholly-owned subsidiary of Chinese Strategic, a substantial shareholder of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules, which requires approval of the Independent Shareholders by way of poll at the SGM. Chinese Strategic and/or its associates shall abstain from voting at the SGM on the resolutions in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Sale and Purchase Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction of at the Company pursuant SGM. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Independent Board Committee has been established to Rule 14.06 of (i) advise the Listing Rules which is subject Independent Shareholders as to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that whether the terms of the Supplemental Loan Sale and Purchase Agreement to be entered for the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned and are whether the Acquisition is in the interests of the Company and the Shareholders as a whole. To ; and (ii) advise the best Independent Shareholders on how to vote in respect of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each Acquisition after taking into account the recommendation of the Borrower, independent financial adviser to be appointed by the Chargors, Company. The Board will appoint an independent financial adviser to the Independent Board Committee and their respective ultimate beneficial owners are third parties independent the Independent Shareholders to give advice in relation to the terms and conditions of the Company Sale and its connected persons under Purchase Agreement and the Listing Rulestransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is proposed Annual Caps exceed 25% and the proposed Annual Caps are more than 5% but less than 25HK$10,000,000, the transactions contemplated under the IAM Agreement are subject to the reporting, announcement, Independent Shareholders’ approval and the annual review requirements under Chapter 20 of the GEM Listing Rules. The EGM will be convened at which ordinary resolution(s) will be proposed to consider and, if thought fit, to approve the IAM Agreement and all other transactions contemplated thereunder as well as the proposed Annual Caps. As at the date of this announcement, Master Link, Allied Target and Xxxxxxx Capital are entitled to exercise their respective voting rights with respect to Shares representing approximately 47.64%, 4.80% and 17.23% of the entering into issued share capital of the Supplemental Loan Company. As the IAM Agreement is conditional upon the Share Purchase Completion and Subscription Completion having taken place, Master Link, Allied Target, Xxxxxxx Capital and their respective associates are deemed to have material interests in the IAM Agreement. In the event that the EGM is to be held before the Completion takes place, Master Link, Allied Target, Xxxxxxx Capital and their respective associates shall abstain from voting on the resolutions for approving the IAM Agreement and the transaction contemplated thereunder constitute a discloseable transaction of proposed Annual Caps at the Company pursuant to Rule 14.06 of EGM. In the Listing Rules which is subject to event that the reporting and announcement requirements but exempt from Completion has taken place before the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan EGM, Zhongzhi Capital and its associates (including Jinhui and Xxxx Xxxx) shall abstain from 29 March 2018 voting at the EGM. Xx. Xxxxx, who is deemed to 29 April 2018 have material interests in the IAM Agreement for the same reasons, or any had abstained from voting on the relevant Board resolutions passed to approve the IAM Agreement and the proposed Annual Caps. No other later date as mutually agreed Directors were required to abstain from voting on the aforementioned Board resolutions. The IBC comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in writing respect of the IAM Agreement and the proposed Annual Caps. An independent financial adviser will be appointed by the Lender Company to make recommendations to the IBC and the Borrower in advance. Save Independent Shareholders as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that whether the terms of the Supplemental Loan IAM Agreement and the proposed Annual Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best A circular containing, amongst other things, (i) details of the Directors’ knowledge, information IAM Agreement; (ii) a letter from the IBC to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the IBC and belief, having made all reasonable enquiries, each the Independent Shareholders; and (iv) a notice of the Borrower, EGM will be despatched to the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing RulesShareholders on or before 26 February 2016.

LISTING RULES IMPLICATIONS. Given that As at the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month perioddate of this announcement, the Aggregated Transactions constitute ultimate controlling shareholder of both CMC and Xxxxxx Xxxxxx is Xx. Xx Xxxxxxx who is the chairman, a series director and a substantial shareholder of related transactions the Company and are required to be aggregated pursuant to Rule 14.22 is interested, through several companies directly or indirectly held by him, in approximately 29.94% of the total issued share capital of the Company. Each of CMC and Xxxxxx Xxxxxx is an associate of Xx. Xx Xxxxxxx and hence a connected person of the Company under the Listing Rules. As one or more Accordingly, the transactions contemplated under the Cooperation Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentage ratios as set out in defined under Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than annual caps for the transactions contemplated under the Cooperation Framework Agreement will, on an annual basis, exceed 5% but less than 25%, the entering into the Supplemental Loan Cooperation Framework Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are subject to the reporting reporting, annual review, announcement and announcement requirements but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14 14A of the Listing Rules. Reference is made An EGM will be convened to obtain the announcement Independent Shareholders’ approval of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Cooperation Framework Agreement and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender transactions contemplated thereunder and the Borrower in advanceproposed annual caps. Save An Independent Board Committee, comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that whether the terms of the Supplemental Loan Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are fair and reasonable reasonable, whether the Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are conducted on normal commercial terms and in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the EGM. To Crescendo has been appointed by the best Company as its independent financial adviser to give recommendations to the Independent Board Committee and the Independent Shareholders as to, among other things, whether terms of the Directors’ knowledgeCooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are fair and reasonable, information whether the Cooperation Framework Agreement and belief, having made all reasonable enquiries, each the transactions contemplated thereunder (including the proposed annual caps) are conducted on normal commercial terms and in the ordinary and usual course of business of the Borrower, Group and in the Chargors, and their respective ultimate beneficial owners are third parties independent interests of the Company and its connected persons under the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the EGM. A circular containing, among other things, information relating to the Cooperation Framework Agreement and the proposed annual caps, a letter of advice from Crescendo, the recommendation of the Independent Board Committee, and a notice of the EGM is expected to be despatched to the Shareholders on or before 16 May 2022 in accordance with the Listing Rules. INFORMATION ON THE GROUP, CMC AND HUAREN WENHUA The Group is principally engaged in investments in films, drama and non-drama, and artiste and event management. The Company acts as an investment holding company. CMC is principally engaged in businesses of media and entertainment, film and television dramas, games, variety shows, information media, lifestyle and consumption, etc. Xxxxxx Xxxxxx is principally engaged in businesses of media and entertainment, film and television dramas, games, variety shows, information media, lifestyle and consumption, etc. The ultimate controlling shareholder of both CMC and Xxxxxx Xxxxxx is Xx. Xx Xxxxxxx, who is the chairman, a Director and a substantial shareholder of the Company.

LISTING RULES IMPLICATIONS. As of the date of this announcement, the Borrower is ultimately 100% owned by Xx. Xxxxx Xx, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Group to Guizhou Energy, a vendor in respect of the Guizhou Acquisition, and that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties is proposed to be made within a 12-month periodmonths period of the consummation of these acquisitions, the Aggregated Relevant Transactions constitute are aggregated as a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions Relevant Transactions, on an aggregate basis, is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder Guizhou Acquisition constitute a discloseable transaction major transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is Company, and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made The Company will convene the EGM for the Independent Shareholders to consider and, if thought fit, approve the announcement Loan and the Guizhou Acquisition. Xx. Xxxxx Xx, Mr. Xxxxx Xxxxx, Xxxxxxx and their respective associates will abstain from voting at the EGM. An Independent Board Committee of the Company dated 29 December 2017 (will be formed to advise the “Announcement”) Independent Shareholders in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date respect of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advanceGuizhou Acquisition. Save as disclosed herein, all other terms and provisions of An Independent Financial Adviser will be appointed to advise the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice Independent Board Committee and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are Independent Shareholders in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis regard.

LISTING RULES IMPLICATIONS. Given that As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Loan granted to Customer A is less than 5%, the grant of the Loan does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Notwithstanding the above, as (i) the ultimate beneficial owner of Customer A, Customer C and Customer D is Customer B; and (ii) the Loan Agreement and the Supplemental Existing Loan Agreement are Agreements were entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions contemplated under the Loan Agreement and the Existing Loan Agreements are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in under Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than aggregate amount of the Loan and the Existing Loans exceeds 5% but is less than 25%, the entering into grant of the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Existing Loans in aggregate constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting notification and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made Pursuant to Rule 14.58(2) of the announcement Listing Rules, the identities of the Customers are required to be disclosed. Since (i) the granting of the Loan (which have been aggregated with the Existing Loans) are not regarded as a material transaction of the Company dated 29 December 2017 (the “Announcement”) in relation as compared to the provision Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the Loan. Unless otherwise stated, capitalised terms used identities of the Customers does not reflect their financial standing or repayment abilities and thus will serve little purpose in this announcement shall have assisting the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Shareholders to evaluate their creditworthiness and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date risks and exposure of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower Existing Loans; and (iv) the Company has made alternative disclosures in advance. Save as disclosed herein, all other terms and provisions respect of the Loan Agreement shall remain unchanged and the Existing Loans in full force and effect. The terms this announcement, including but not limited to the details of the Supplemental collateral and the loan-to-value ratio of the collateral in respect of the Loan Agreement were arrived at by and the parties thereto after arm’s length negotiations Existing Loans, which would be much more meaningful for the Shareholders in assessing the risk and are on normal commercial termsexposure of the Loan and the Existing Loans as well as the repayment abilities of the Customers, with reference the Company has applied to the commercial practice Stock Exchange, and the amount Stock Exchange has granted, a waiver from strict compliance with Rule 14.58(2) of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that As at the Loan Agreement date of this announcement, the Project Company is an indirect non-wholly owned subsidiary of the Company of which 51% of its equity interest is owned by the Group, and the Supplemental Loan Agreement are entered into remaining 49% equity interest is owned by Guizhou Guian Asset Investment. As Guizhou Guian Asset Investment is a substantial shareholder of the same parties within Project Company and hence a 12-month periodconnected person of the Company at the subsidiary level, the Aggregated Transactions constitute Entrustment Agreement constitutes a series connected transaction of related transactions and are required to be aggregated pursuant to Rule 14.22 the Company under the requirement of Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant Pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 14A.101 of the Listing Rules. Reference , a connected transaction between the listed issuer’s group and a connected person at the subsidiary level on normal commercial terms or better is made to exempt from the announcement circular, independent financial advice and shareholders’ approval requirements if: (1) the listed issuer’s board of directors have approved the Company dated 29 December 2017 transactions; and (2) the “Announcement”) in relation to independent non-executive directors have confirmed that the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by transaction are fair and reasonable, the parties thereto after arm’s length negotiations and are transaction is on normal commercial termsterms or better and in the interests of the listed issuer and its shareholders as a whole. The Company has obtained the approval from the Board (including the independent non- executive Directors except for Xx. Xxxx Xxxxxxx who had abstained from voting on the Board resolutions) regarding the Supplemental Agreement, with reference to the commercial practice Entrustment Agreement and the amount of transactions contemplated thereunder respectively, and the LoanDirectors (including the independent non-executive Directors except for Xx. The Xxxx Xxxxxxx who had abstained from voting on the Board considers resolutions) have confirmed that the terms of the Supplemental Loan Agreement, Entrustment Agreement and the transactions contemplated thereunder respectively are fair and reasonable reasonable, and that the aforementioned transactions are on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole. To the best As such, pursuant to Rule 14A.101 of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the BorrowerListing Rules, the ChargorsSupplemental Agreement, the Entrustment Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements, and their respective ultimate beneficial owners are third parties exempted from the circular, independent financial advice and independent Shareholders’ approval requirements under Chapter 14A of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that As the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of highest applicable percentage ratio (as defined under the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules ) in respect of the Aggregated Transactions is 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 525% but less than 25100%, the entering into the Supplemental Loan Agreement Factoring Agreements and the transaction contemplated thereunder constitute a discloseable transaction of Supplemental Reverse Factoring Agreement by the same Party or associated parties constitutes major transactions for the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Reference 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 made required to abstain from voting if the announcement Company were to convene a general meeting for the approval of the Factoring Agreements and the 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 dated 29 December 2017 (giving the “Announcement”) in relation right to attend and vote at that general meeting to approve the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Factoring Agreements and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender Reverse Factoring Agreement and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholetransactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, each no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder. As of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent date of the Company 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 its connected persons under 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.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Acquisition as set out in calculated under Rule 14.07 of the Listing Rules in respect of is greater than 25% and all the Aggregated Transactions is more than 5% but applicable percentage ratios are less than 25100%, the entering into of the Supplemental Loan Sale and Purchase Agreement and the transaction transactions contemplated thereunder constitute a discloseable major transaction of for the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each none of the BorrowerShareholders has any material interest in the transactions contemplated under the Sale and Purchase Agreement and therefore no Shareholders are required to abstain from voting if an extraordinary general meeting was to be convened for the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder (including the Acquisition). Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. However, the ChargorsCompany has obtained a written approval for the Sale and Purchase Agreement and the transactions contemplated therein (including the Acquisition) in accordance with Rule 14.44 of the Listing Rules from Smart Charmer, and their respective ultimate beneficial owners are third parties independent a Shareholder which holds 3,365,883,000 Shares, representing approximately 69.95% of the issued share capital of the Company as of the date of this announcement. Smart Charmer has the right to attend and its connected persons vote at the general meeting (if convened) to approve such transactions. As such, the Company is not required to convene an extraordinary general meeting for this purpose as is permitted under Rule 14.44 of the Listing Rules. 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 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. The Circular is expected to be despatched to the Shareholders on or before 31 October 2014.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than JV Agreement and the transactions contemplated thereunder exceed 25%, but all are less than 100%, the entering into the Supplemental Loan JV Agreement and the transaction transactions contemplated thereunder constitute a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is therefore subject to the reporting notification, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference Under Rule 14.44 of the Listing Rules, written shareholders’ approval for the JV Agreement and the transactions contemplated thereunder may be obtained by way of shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is made required to abstain from voting if the Company were to convene a general meeting for the approval of the transactions; and (b) 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 voting rights at that general meeting to approve the transactions. The Company has obtained written approvals for the JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued share capital of the Company) as at the date of this announcement. SCHK, Xx. Xxx and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to the announcement Concert Group Agreement and thus are a closely allied group of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholeShareholders. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each no Shareholders or any of their respective close associates have any material interest in the JV Agreement and the transactions contemplated thereunder; and therefore none of them is required to abstain from voting if the Company were to convene a general meeting for the approval of the BorrowerJV Agreement and the transactions contemplated thereunder. As such, no general meeting will be convened for the Chargors, and their respective ultimate beneficial owners are third parties independent approval of the Company JV Agreement and its connected persons the transactions contemplated thereunder as is permitted under Rule 14.44 of the Listing Rules.

LISTING RULES IMPLICATIONS. Given that Guangdong Holdings is the Loan Agreement and ultimate controlling shareholder of the Supplemental Loan Agreement are entered into by Company and, therefore, is a connected person of the same parties within Company. Feilaixia (being a 12wholly-month periodowned subsidiary of Guangdong Holdings) is an associate of Guangdong Holdings, hence a connected person of the Company pursuant to the Listing Rules. Accordingly, the Aggregated Transactions transactions contemplated under the Solar Power Plants Framework Agreement between the Guangdong Water Group and Feilaixia constitute a series continuing connected transactions of related transactions and are required to be aggregated the Company under the Listing Rules. As the highest applicable percentage ratio in respect of the caps for the Electricity Consumption Fees under the Solar Power Plants Framework Agreement calculated pursuant to the Listing Rules exceeds 0.1% but all of them are less than 5%, the Solar Power Plants Framework Agreement is therefore subject to the reporting, annual review and announcement requirements under the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Rule 14.22 14A.76(2) of the Listing Rules. As one or more Xx. Xxx Xxxxxx and Mr. Xxx Xxxx, being the Directors, are also directors of Guangdong Holdings. The above-named Directors, who were present at the applicable percentage ratios as set out relevant Board meeting, were not counted in Rule 14.07 of the Listing Rules in respect of quorum and abstained from voting on the Aggregated Transactions is more than 5% but less than 25%, relevant Board resolutions to approve the entering into of the Supplemental Loan Solar Power Plants Framework Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction of (including the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”respective caps) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advancethereunder. Save as disclosed hereindisclosed, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, each of no other Directors had any material interest in the BorrowerSolar Power Plants Framework Agreement and the transactions contemplated thereunder and is required to abstain from voting on the relevant Board resolutions. INFORMATION ON PARTIES Information on the Group, Guangdong Water and the ChargorsGuangdong Water Group The Company is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding. The Group is principally engaged in investment holding, water resources, property investment and their respective development, department store operation, hotel ownership, operation and management, investments in energy projects and road and bridge operation. The ultimate beneficial owners are third parties independent controlling shareholder of the Company is Guangdong Holdings. Guangdong Water is a company incorporated in Hong Kong with limited liability, which is principally engaged in investment holding and its connected persons under is a wholly-owned subsidiary of the Listing RulesCompany. The Guangdong Water Group is principally engaged in investment holding and water resources projects in the PRC. Information on Feilaixia Feilaixia is a wholly-owned subsidiary of Guangdong Holdings which is principally engaged in operating hydropower plants, electricity supply and developing solar power, wind power and other new energies in the PRC. Information on Guangdong Holdings Guangdong Holdings is a company established in the PRC, which is principally engaged in investment holding. It is held as to 90% by the People’s Government of Guangdong Province (the “Guangdong Government”) and as to 10% by the Department of Finance of the Guangdong Government while the State-owned Assets Supervision and Administration Commission of the Guangdong Government has been performing ownership and control functions in respect of Guangdong Holdings with the authorisation of the Guangdong Government.

LISTING RULES IMPLICATIONS. Given that As at the date of this announcement, the Borrower, a non-wholly owned subsidiary of the Company, is owned as to 49% by the Lender and hence, the Lender is a connected person of the Company at the subsidiary level. Accordingly, the Loan Agreement and the Supplemental Loan Agreement are entered into by Share Mortgage contemplated thereunder constitute connected transactions between the same parties within a 12-month period, Group and the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of Lender at the Listing Rulessubsidiary level. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction Share Mortgage contemplated thereunder constitute a discloseable transaction have been approved by the Board and the independent non-executive Directors have confirmed that the respective terms of the Loan Agreement and the Share Mortgage are fair and reasonable, on normal commercial terms and in the interests of the Company pursuant to Rule 14.06 of and its shareholders as a whole, the Listing Rules Loan Agreement and the Share Mortgage contemplated thereunder will constitute a connected transaction which is are subject to the reporting and announcement requirements but are exempt from the Shareholderscircular, independent financial advice and shareholders’ approval requirement requirements under Chapter 14 Rule 20.99 of the GEM Listing Rules. Reference is made However, for the purpose of committing to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018higher corporate governance, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date drawdown of the Loan from 29 March 2018 to 29 April 2018 is conditional upon, or any other later date as mutually agreed in writing by among the Lender and the Borrower in advance. Save as disclosed hereinothers, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms the Share Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholeGEM Listing Rules. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, each no Shareholder is required to abstain from voting if the Company were to convene a general meeting for such approval. Xx. Xxxxx Xxx Xx, being the controlling Shareholder holding 3,765,987,973 Shares, representing approximately 70.57% of the Borrowerissued Shares as at the date of this announcement, has given her written approval for the Loan Agreement, the Chargors, Share Mortgage and their respective ultimate beneficial owners are third parties independent the transactions contemplated thereunder and such written approval can be accepted in lieu of holding a general meeting of the Company pursuant to Rule 20.35 of the GEM Listing Rules. As a result, no special general meeting of the Company will be convened for the purpose of approving the Loan Agreement and its connected persons Share Mortgage pursuant to Rule 20.35 of the GEM Listing Rules. A circular containing, among the others, details of the Loan Agreement and the Share Mortgage as well as other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders on or before 25 September 2020. If additional time is required for preparing the circular, the Company will apply for a waiver from strict compliance with Rule 20.44(2) of the GEM Listing Rules and thereafter publish an announcement in accordance with the GEM Listing Rules.

LISTING RULES IMPLICATIONS. Given that As of the Loan Agreement date of this announcement, the Company owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Company’s controlling shareholder, owns approximately 58.44% of equity interests in Longyuan Power. United Power is therefore an associate of the CHN Energy. As such, United Power is the Company’s connected person, and the Supplemental Loan Agreement are entered into by transactions between the same parties within a 12-month period, Group and United Power constitute connected transactions of the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of Company under the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of for the Listing Rules proposed annual caps in respect of the Aggregated Transactions is more than continuing connected transactions contemplated under United Power Master Agreement exceed 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is proposed annual caps are subject to the reporting reporting, announcement and announcement requirements but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14 14A of the Listing Rules. Reference is made An Extraordinary General Meeting will be held to seek the approval from the Independent Shareholders on entering into United Power Master Agreement and the proposed annual caps for the continuing connected transactions thereunder. CHN Energy and its associates (including GD Power) will abstain from voting at the Extraordinary General Meeting on resolutions to approve United Power Master Agreement as well as the proposed annual caps contemplated thereunder. An Independent Board Committee comprising all the independent non- executive Directors will be established by the Company to advise the Independent Shareholders with regard to the announcement fairness and reasonableness of entering into of United Power Master Agreement and the proposed annual caps contemplated thereunder, taking into account the recommendations of an independent financial adviser. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, further information on the entering into of United Power Master Agreement, the proposed annual caps contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendation of the Company dated 29 December 2017 (the “Announcement”) in relation Independent Board Committee, a letter from Gram Capital to the provision of Independent Board Committee and the Loan. Unless otherwise statedIndependent Shareholders, capitalised terms used in this announcement shall have together with a notice to convene the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Extraordinary General Meeting to approve, among other things, the Lenderentering into of United Power Master Agreement, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”)proposed annual caps contemplated thereunder, pursuant is expected to which the Lender agrees be dispatched to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To soon as practicable and within 15 business days after the best publication of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis announcement.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as set out in Rule 14.07 of defined under the Listing Rules Rules) in respect of the Aggregated Transactions is Shares Swap are more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Shares Swap constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules. Reference is made to the announcement Shareholders of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision and potential investors should be aware that completion of the Loan. Unless otherwise statedShares Swap Agreement is subject to certain conditions, capitalised terms used as set out in the subsection headed “Conditions Precedent” in this announcement shall have announcement, being satisfied, and consequently the same meanings as those defined Shares Swap Agreement may or may not proceed. Accordingly, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the Announcementsecurities of the Company. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 20186 July 2015 (after trading hours), Colour State, a direct wholly-owned subsidiary of the LenderCompany, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”)Shares Swap Agreement with Co-Lead and West West, pursuant to which the Lender agrees to extend the maturity date Co-Lead will allot and issue new shares of Co-Lead in exchange of the Loan from 29 March 2018 FCL Shares held by Colour State and West West respectively. The Group will cease to 29 April 2018 , or any other later date as mutually agreed hold direct interest in writing by the Lender FCL and the Borrower in advance. Save as disclosed herein, all other terms and provisions turn will hold direct equity interest of approximately 11.1% in Co-Lead upon completion of the Loan Agreement shall remain unchanged Shares Swap Agreement. THE SHARES SWAP AGREEMENT Date: 6 July 2015 Purchaser: Co-Lead Vendors: Colour State and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. West West To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, each of the Borrower, the Chargors, Co-Lead and West West and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under persons. Pursuant to the Listing Rules.Shares Swap Agreement, Colour State agreed to sell 55,000,000 FCL Shares (representing approximately 4.4% direct equity interest in FCL) to Co-Lead in exchange for 550 new shares of Co-Lead (representing approximately 11.1% interest in the enlarged issued share capital of Co-Lead immediately upon completion of the Shares Swap Agreement, which in turn representing approximately 4.4% underlying equity interest in FCL) to be allotted and issued by Co-Lead. Conditions Precedent Completion of the Shares Swap Agreement is conditional upon the following:

LISTING RULES IMPLICATIONS. Given that Hanergy Holding is the Loan controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. As such, the entering into of the Master Supply Agreement and the Supplemental Loan Agreement are entered into transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules, which is subject to reporting and announcement requirements, and the Independent Shareholders’ approval at the SGM by the same parties within a 12-month period, the Aggregated Transactions constitute a series way of related transactions and are required to be aggregated pursuant to Rule 14.22 poll under Chapter 14A of the Listing Rules. As one or more of Hanergy Holding and its associates are required to abstain from voting on the applicable percentage ratios as set out in Rule 14.07 of resolution to be proposed at the Listing Rules in respect of SGM to approve the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Master Supply Agreement and the transaction contemplated thereunder constitute a discloseable transaction Annual Caps. Hanergy Holding and its associates were interested in 30,452,024,510 Shares, representing approximately 73.14% of the Company pursuant to Rule 14.06 issued share capital of the Listing Rules which Company. Save for Xx. Xx Xxxxx who is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 also a substantial shareholder of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise statedHanergy Holding, capitalised terms used in this announcement shall have the same meanings as those defined no other Director has material interest in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Master Supply Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder, and as such, no other Director has abstained from voting on the “Supplemental Loan Agreement”), pursuant Board resolutions to which approve the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender Master Supply Agreement and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effecttransactions contemplated thereunder. The Independent Board Committee (which consists all the independent non-executive Directors) has been established to consider the terms of the Supplemental Loan Master Supply Agreement were arrived at by (including the parties thereto after arm’s length negotiations Annual Caps) and to advise the Independent Shareholders as to whether the terms of the Master Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders after taking into account the recommendations given by the independent financial adviser. To The Company has appointed Xxxxxx Financial as its independent financial adviser to advise the best Independent Board Committee and the Independent Shareholders to consider the terms of the Directors’ knowledgeMaster Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder. A circular containing, information and beliefamong other things, having made all reasonable enquiries, each further details of the BorrowerMaster Supply Agreement and the transactions contemplated thereunder, a letter of recommendation from the ChargorsIndependent Board Committee, a letter of advice from the independent financial adviser to the Independent Board Committee and their respective ultimate beneficial owners are third parties independent the Independent Shareholders on the Master Supply Agreement and a notice convening the SGM will be despatched to the Shareholders within 15 business days after publication of the Company and its connected persons under this announcement in compliance with the Listing Rules.

LISTING RULES IMPLICATIONS. Given that The Rights Issue, if proceeded with, will increase the Loan issued share capital of the Company by more than 50%, In accordance with Rule 7.19A and Rule 7.27A of the Listing Rules, the Rights Issue is conditional on approval by the Independent Shareholders (comprising both the Qualifying Shareholders and the Non-Qualifying Shareholders) at the SGM at which the controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) relating to the Rights Issue at the SGM. As at the date of this announcement, the Company does not have any controlling shareholders. As such, the Directors (excluding independent non-executive Directors) and their associates shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the Supplemental Loan Agreement are entered into transactions contemplated thereunder at the SGM. The Underwriter, Eastmount Global Limited, is wholly-owned by the same parties within trustee of a 12-month periodfamily trust under which Xx. Xx Xxxxxx, being an executive Director, is a discretionary beneficiary. The Underwriter shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Aggregated Transactions Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. Save for the interest of Xx. Xx Xxxxxx in the Shares held by the Underwriter through her role as a discretionary beneficiary of the discretionary trust by virtue of Part XV of the SFO as disclosed above, as at the date of this announcement, none of the Directors holds any Shares. Further, the Underwriter, Eastmount Global Limited, is a substantial shareholder of the Company and therefore a connected person of the Company. Accordingly, the transaction contemplated under the Underwriting Agreement constitute a series of related transactions connected transaction for the Company under the Listing Rules and are required the Underwriting Agreement is subject to be aggregated pursuant to Rule 14.22 the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as set out The Underwriter shall abstain from voting in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject relation to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”resolution(s) in relation to the provision of Underwriting Agreement at the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), SGM pursuant to which the Lender agrees to extend the maturity date Rule 14A.36 of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that In accordance with HKFRS 16 “Leases”, the Loan Group will recognise right-of-use assets in the consolidated financial statements of the Group in connection with the tenancy of the Premises. Accordingly, the lease transactions under the Lease Agreement and the Supplemental Loan Agreement are entered into will be regarded as an acquisition of assets by the same parties within a 12-month period, Group for the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 purpose of the Listing Rules. As one or more of the applicable percentage ratios (as set out defined in Rule 14.07 of the Listing Rules Rules) in respect of the Aggregated Transactions is more than 5aggregated value of the right-of-use assets in connection with the tenancy of the Premises under the Lease Agreement exceed 25% but all are less than 25100%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the actual amount of the Loan. The Board considers that the terms aggregated value of the Supplemental Loan Agreement are fair right-of-use assets to be recognised by the Group will be subject to review and reasonable and are in final audit by the interests auditors of the Company and the Shareholders as a wholeCompany. To the best of the Directors’ knowledge, information and belief, belief of the Directors having made all reasonable enquiries, each no Shareholder has a material interest in the Lease Agreement and the transaction contemplated thereunder, and no Shareholder is required to abstain from voting on the resolution(s) for approving the Lease Agreement and the transaction contemplated thereunder if the Company was required to convene a general meeting for the approval of the BorrowerLease Agreement and the transaction contemplated thereunder. The Company has obtained a written approval from EDA Shine International Limited, the ChargorsLS DiDi Network Technology Limited, and their respective ultimate beneficial owners are third parties independent Samanea China Holdings Limited, being the closely allied group of Shareholders who together hold 285,456,000 shares of the Company, representing approximately 64.9% of the issued share capital of the Company as at the date of this announcement, for the Lease Agreement and its connected persons the transaction contemplated thereunder in lieu of holding a general meeting of the Company under Rule 14.44 of the Listing Rules. Accordingly, no general meeting of the Company shall be convened to approve the Lease Agreement and the transaction contemplated thereunder.

LISTING RULES IMPLICATIONS. Given that The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the Supplemental Loan Agreement are entered into by total value of the same parties within a 12-month periodassistance exceeded HK$10,000,000, the Aggregated Transactions constitute a series Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of related transactions and are required to be aggregated the GEM Listing Rules. Further, pursuant to Rule 14.22 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As one or more of the applicable percentage ratios as set out in Rule 14.07 of Entrusted Loan and the Listing Rules in respect of interest accrued thereon have been fully repaid to the Aggregated Transactions is more than 5% but less than 25%Company, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14 of the Listing RulesEntrusted Loan could not be retroactively sought. Reference is made to the announcement of Accordingly, the Company dated 29 December 2017 (will not convene a general meeting to approve the “Announcement”) Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the provision of the Entrusted Loan. Unless otherwise stated, capitalised terms used in this announcement shall have An Independent Financial Adviser will be appointed by the same meanings as those defined in Company to advise the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Independent Board Committee and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed Independent Shareholders in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference relation to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Entrusted Loan Agreement are fair and reasonable and are in the interests as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulessoon as practicable.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of for the Listing Rules in respect of arrangement contemplated under the Aggregated Transactions is Agreement are more than 525% but all of them are less than 25100%, the entering into arrangement contemplated under the Supplemental Loan Agreement and the transaction contemplated thereunder constitute constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made to By virtue of Xx. Xxxxx Xxxxx, Xx. Xxxx Xxxxx and Xx. Xxxxxxx Xxxxx’s interests in the announcement Owner, the arrangement contemplated under the Agreement also constitutes a connected transaction of the Company dated 29 December 2017 (under Chapter 14A of the “Announcement”) in relation Listing Rules. Accordingly, the transactions contemplated under the Agreement are subject to the provision announcement, reporting and independent shareholders’ approval requirements of the LoanListing Rules. Unless otherwise stated, capitalised terms used in this announcement shall have As at the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiriesthis announcement, each of Golden Toy and Kong Fai holds 172,869,780 Shares and 1,277,168,061 Shares respectively, representing in aggregate approximately 74.5% of the Borrowerentire issued share capital of the Company. Golden Toy and Kong Fai are wholly-owned by two discretionary trusts of which family members of Xx. Xxxxx Xxx Xxx (Chairman and Managing Director of the Company), including Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Pak Xxxx, Xxxx (executive Director), Xx. Xxxxx Xxxxx (executive Director) and Xx. Xxxx Xxxxx (executive Director) are discretionary objects. Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxx Xxxx, Xxxx, Xx. Xxxxx Xxxxx and Xx. Xxxx Xxxxx had abstained from voting at the Board meeting in respect of the resolutions approving the Agreement and the transactions contemplated thereunder. The Independent Board Committee comprising all the independent non-executive Directors has been constituted to give a recommendation to the Independent Shareholders as regards the voting on the Agreement and the transactions contemplated thereunder. Amasse Capital Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The SGM will be convened for the Independent Shareholders to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Golden Toy, Kong Fai and their associates shall abstain from voting at the SGM on the resolution approving the Agreement and the transactions contemplated thereunder. A circular containing, among other things, details of the Agreement, financial information of the Group, the Chargors, and their respective ultimate beneficial owners are third parties independent recommendation of the Company Independent Board Committee and its connected persons under the Listing Rulesadvice of the Independent Financial Adviser together with the notice convening the SGM is expected to be despatched to the Shareholders on or before 19 November 2019 as additional time is required for preparing the relevant information to be included in the circular.

LISTING RULES IMPLICATIONS. Given that The Shareholder Loan, when aggregating with the Loan Agreement Third Guarantee Transaction, the Fourth Guarantee Transaction and the Supplemental Loan Agreement are entered into by the same parties within a 12-month periodPrevious Shareholder Loan, the Aggregated Transactions constitute constitutes a series of related transactions and are required to shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules Percentage Ratios in respect of the Aggregated Transactions is more than 5Shareholder Loan, when aggregating with the Third Guarantee Transaction, the Fourth Guarantee Transaction and the Previous Shareholder Loan, exceed 25% but are less than 25100%, the entering into of the Supplemental Shareholder Loan Agreement constitutes a major transaction of the Company and is therefore subject to reporting, announcement and shareholders’ approval requirements under the Listing Rules. An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Shareholder Loan Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction thereunder. A circular containing, among others, (i) further details of the Company pursuant to Rule 14.06 Shareholder Loan Agreement and the transactions contemplated thereunder; (ii) the financial information and other information of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement Group; (iii) other information as required under Chapter 14 of the Listing Rules. Reference is made to ; and (iv) the announcement notice of the Company dated 29 December 2017 (the “Announcement”) in relation EGM will be despatched to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholesoon as practicable, which is expected to be on or before 10th July, 2015 to allow sufficient time for the preparation of the relevant information for inclusion in the circular. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the Shareholder Loan Agreement and the transactions contemplated thereunder, and no Shareholder is required to abstain from voting on the resolution(s) in respect of the Shareholder Loan Agreement at the EGM. PROVISION OF SHAREHOLDER LOAN On 11th June, 2015, Xxxx Xx (Shenzhen) (an indirect wholly-owned subsidiary of the Company) entered into the Shareholder Loan Agreement with Xxxx Xx Xxxxx (a joint venture whose entire equity interest is owned as to 50% by each of the BorrowerXxxx Xx (Shenzhen) and Junye Company), pursuant to which Xxxx Xx (Shenzhen), as lender, has agreed to make available to Xxxx Xx Xxxxx, as borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent Shareholder Loan in the amount of RMB200,000,000 (equivalent to approximately HK$253,165,000) for a period of thirty-six months at the interest rate of 12% per annum. Principal terms of the Company and its connected persons under Shareholder Loan Agreement The principal terms of the Listing Rules.Shareholder Loan Agreement are as follows: Date: 11th June, 2015

LISTING RULES IMPLICATIONS. Given that As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Loan granted to Customer B is less than 5%, the grant of the Loan does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Notwithstanding the above, as (i) Customer B is the spouse of Merchant C (one of the ultimate beneficial owners of Customer A) and sister-in-law of both Merchant A and Merchant B (both being two of the ultimate beneficial owners of Customer A); and (ii) the Loan Agreement and the Supplemental Existing Loan Agreement are were entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions contemplated under the Loan Agreement and the Existing Loan Agreement are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in under Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than aggregate amount of the Loan and the Existing Loan exceeds 5% but is less than 25%, the entering into grant of the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a Existing Loan in aggregate constitutes discloseable transaction transactions of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting notification and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference is made Pursuant to Rule 14.58(2) of the announcement Listing Rules, the identities of the Customers are required to be disclosed. Since (i) the granting of the Loan (which have been aggregated with the Existing Loan) are not regarded as a material transaction of the Company dated 29 December 2017 (the “Announcement”) in relation as compared to the provision Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the Loan. Unless otherwise stated, capitalised terms used identities of the Customers does not reflect their financial standing or repayment abilities and thus will serve little purpose in this announcement shall have assisting the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Shareholders to evaluate their creditworthiness and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date risks and exposure of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower Existing Loan; and (iv) the Company has made alternative disclosures in advance. Save as disclosed herein, all other terms and provisions respect of the Loan Agreement shall remain unchanged and the Existing Loan in full force and effect. The terms this announcement, including but not limited to the details of the Supplemental collateral and the loan-to-value ratio of the collateral in respect of the Loan Agreement were arrived at by and the parties thereto after arm’s length negotiations Existing Loan, which would be much more meaningful for the Shareholders in assessing the risk and are on normal commercial termsexposure of the Loan and the Existing Loan as well as the repayment abilities of the Customers, with reference the Company has applied to the commercial practice Stock Exchange, and the amount Stock Exchange has granted, a waiver from strict compliance with Rule 14.58(2) of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions Transaction is more than 525% but all are less than 25100%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Transaction constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the Shareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made Pursuant to Rule 14.44 of the announcement Listing Rules, written Shareholders’ approval may be accepted in lieu of holding a general meeting of the Company dated 29 December 2017 if (i) no Shareholder is required to abstain from voting if the “Announcement”) in relation Company were to convene a general meeting for the provision approval of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Construction Agreement and the Chargors entered into Transaction; and (ii) a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived voting rights at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests general meeting of the Company to approve the Construction Agreement and the Shareholders as a wholeTransaction. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, each none of the BorrowerShareholders has any material interest in the Construction Agreement and the Transaction. Since no Shareholder is required to abstain from voting if a general meeting were to be convened for the approval of the Construction Agreement and the Transaction, a written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the ChargorsListing Rules. As at the date of this announcement, and their respective ultimate beneficial owners are third parties independent World Empire, being the controlling Shareholder of the Company holding 150,000,000 Shares, representing approximately 58.2% of the total number of issued Shares of the Company, has given a written Shareholder’s approval with respect to the Construction Agreement and its connected persons the Transaction. A Circular containing, among other things, further details of the Construction Agreement and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 15 December 2020 as additional time is required for the Company to prepare and finalise certain information relating to indebtedness statements and working capital sufficiency for inclusion 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 in respect of the delay in despatch of the Circular.

LISTING RULES IMPLICATIONS. Given that As each of Xxxxxx Xxxxxxx and Xiamen Liyuan is a subsidiary of C&D Real Estate, a controlling shareholder, Xxxxxx Xxxxxxx and Xiamen Liyuan are considered as connected persons of the Loan Company. The entering into of the Capital Increase Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions will therefore constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 connected transaction under Chapter 14A of the Listing Rules. As announced by the Company on 1 December 2015 and 31 December 2015, Xx Xxx and Xxxx Xxx entered into a cooperation agreement for the formation of the Joint Venture which subsequently acquired a land located in Zhangzhou, Fujian, the PRC. Moreover, as announced by the Company on 5 January 2017, Xx Xxx further acquired 60% equity interests in the Joint Venture from the existing shareholders of the Joint Venture. Further, as mentioned above, on 18 August 2016, Xx Xxx entered into the First Capital Increase Agreement with Xxxxxx Xxxxxxx and Xiamen Liyuan, pursuant to which Xx Xxx contributed an aggregate amount of RMB517,900,000 and acquired approximately 13% of the registered capital of the Target Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Second Capital Increase Agreement are required to be aggregated with the Previous Transaction. After aggregation, as one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25Transaction exceed 100%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Aggregated Transaction constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement very substantial acquisition under Chapter 14 of the Listing Rules. Reference Rules and is made subject to the reporting, announcement and independent shareholders’ requirements. An EGM will be held to seek the approval of the Company dated 29 December 2017 (Independent Shareholders of the “Announcement”) in relation transactions contemplated under the Second Capital Increase Agreement. C&D Real Estate and its associates shall abstain from voting on the proposed resolution to approve the transactions contemplated under the Second Capital Increase Agreement at the EGM. Save for the aforesaid and to the provision best of the Loan. Unless otherwise statedknowledge, capitalised terms used in information and belief of the Directors after having made all reasonable enquiries, as at the date of this announcement shall have the same meanings as those defined announcement, no other Shareholder is interested in the Announcementtransactions contemplated under the Second Capital Increase Agreement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, An Independent Board Committee consisting of all the Lender, independent non-executive Directors will be established to consider and advise the Borrower Independent Shareholders on the transactions contemplated under the Second Capital Increase Agreement. An independent financial adviser has been appointed by the Company to advise the Independent Board Committee and the Chargors entered into a supplemental loan agreement (Independent Shareholders as to whether the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan transactions contemplated under the Second Capital Increase Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial termsterms or better, with reference to in the commercial practice ordinary and the amount usual course of business of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair Company, and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. As of the date of this announcement, the Borrower is ultimately 100% owned by Xx. Xxxxx Li, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Group to Guizhou Energy, a vendor in respect of the Guizhou Acquisition, and that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties is proposed to be made within a 12-month periodmonths period of the consummation of these acquisitions, the Aggregated Relevant Transactions constitute are aggregated as a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions Relevant Transactions, on an aggregate basis, is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder Guizhou Acquisition constitute a discloseable transaction major transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is Company, and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made The Company will convene the EGM for the Independent Shareholders to consider and, if thought fit, approve the announcement Loan and the Guizhou Acquisition. Xx. Xxxxx Li, Mr. Xxxxx Xxxxx, Xxxxxxx and their respective associates will abstain from voting at the EGM. An Independent Board Committee of the Company dated 29 December 2017 (will be formed to advise the “Announcement”) Independent Shareholders in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date respect of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advanceGuizhou Acquisition. Save as disclosed herein, all other terms and provisions of An Independent Financial Adviser will be appointed to advise the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice Independent Board Committee and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are Independent Shareholders in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis regard.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in calculated with reference to Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5capital commitment (including construction land fee) of the Project Company to be established by the Company under the Yanzhou Project Contract exceed 25% but are less than 25100%, the entering into of the Supplemental Loan Agreement Yanzhou Project Contract and the transaction transactions contemplated thereunder constitute a discloseable major transaction of the Company pursuant to Rule 14.06 under Chapter 14 of the Listing Rules which is and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made Pursuant to the announcement Rule 14.44 of the Listing Rules, (i) no Shareholder is required to abstain from voting if the Company dated 29 December 2017 (were to convene a general meeting for the “Announcement”) in relation to the provision approval of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have Yanzhou Project Contract and the same meanings as those defined in transactions contemplated thereunder; and (ii) written approval of the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Yanzhou Project Contract and the transactions contemplated thereunder having been obtained from a Shareholder or a closely allied group of Shareholders (who together hold more than 50% of the issued Shares giving the right to attend and vote at a general meeting), the Lender, the Borrower and the Chargors entered into Shareholders’ approval may be obtained by way of written Shareholders’ approval instead of convening a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholegeneral meeting. To the best knowledge of the Directors’ knowledge, information and belief, Company having made all reasonable enquiries, each no Shareholder has a material interest in the Yanzhou Project Contract and the transactions contemplated thereunder. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the BorrowerYanzhou Project Contract and the transactions contemplated thereunder. As at the date of this announcement, the ChargorsXXXX and Idata, a wholly-owned subsidiary of XXXX, are interested in 17,445,000 Shares and 738,675,000 Shares respectively, and form a closely allied group of Shareholders holding an aggregate of 756,120,000 Shares (representing approximately 50.4% of the total number of Shares in issue). As XXXX and Idata do not have any material interest in the Yanzhou Project Contract and the transactions contemplated thereunder other than through their respective ultimate beneficial owners are third parties independent interests in the Shares, and the Company has obtained written approval from XXXX and Idata, no extraordinary general meeting of the Company will be convened for the purpose of approving the Yanzhou Project Contract and its connected persons under the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.. A circular containing, among other things, (i) details of the Yanzhou Project, the Yanzhou Project Contract and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) the business valuation report of the Yanzhou Project will be despatched to the Shareholders in accordance with the Listing Rules on or before 31 January 2020 for information purposes only. On 8 January 2020, the General Administration and Law Enforcement Bureau of Yanzhou District and the Consortium of Beifa Investments entered into the Yanzhou Project Contract, pursuant to which the General Administration and Law Enforcement Bureau of Yanzhou District agreed to grant the concession right of the Yanzhou Project to the Consortium of Beifa Investments, which shall be responsible for the financing, investment, design, construction, operation and maintenance of the Yanzhou Project, and transfer the assets of the Yanzhou Project to the General Administration and Law Enforcement Bureau of Yanzhou District upon the expiry of the concession right. YANZHOU PROJECT CONTRACT Date : 8 January 2020 Parties : Party A : The General Administration and Law Enforcement Bureau of Yanzhou District Party B : Beifa Investments (the leader of the consortium); and Yongyue Environmental (a member of the consortium), collectively the “Consortium of Beifa Investments” Yanzhou Project The Yanzhou Project is located in Yanzhou District, Jining City, Shandong Province, the PRC with a site area of approximately 175,473 sq.m. for the construction of a household waste incineration power plant, including 3 waste grate incineration furnaces (3 setsｘ500 tonnes/ day), 32 MW (1ｘ20 MW + 1ｘ12 MW) steam turbine generator units, as well as ancillary facilities in the plant area, to provide incineration treatment for household waste deployed by the Yanzhou District and Jining City Government, and to generate electricity from residual heat from waste incineration. Upon completion of the construction of the Yanzhou Project, the waste treatment capacity shall be 1,500 tonnes/day and the annual waste treatment capacity shall be 499,500 tonnes. The Yanzhou Project has been approved by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC or relevant approval authorities for planning, feasibility study, project approval and environmental assessment. According to the feasibility study report of the Yanzhou Project and preliminary estimation, the total estimated investment of the Yanzhou Project is approximately RMB808,214,600 (equivalent to approximately HK$904,691,000), of which the construction land fee is estimated to be approximately RMB72,630,000 (equivalent to approximately HK$81,300,000). Concession right As agreed in the Yanzhou Project Contract and authorised by the People’s Government of Yanzhou District, Jining City, Shandong Province of the PRC, the General Administration and Law Enforcement Bureau of Yanzhou District granted the Consortium of Beifa Investments and the Project Company it formed the concession right to implement the Yanzhou Project under the build-operate-transfer (BOT) model, including:

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as set out defined in Rule 14.07 of the Listing Rules Rules) in respect of the Aggregated Transactions is Disposal are more than 525% but less than 25all are below 75%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Disposal constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference Pursuant to Rule 14.44 of the Listing Rules, a written Shareholders’ approval may be accepted in lieu of holding a general meeting to approve the Share Purchase Agreement and the transactions contemplated thereunder on the conditions that (i) no Shareholder is made required to the announcement abstain from voting if a general meeting of the Company dated 29 December 2017 is held to approve the Share Purchase Agreement and the transactions contemplated thereunder; and (the “Announcement”ii) in relation to the provision approval has been given by a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the Loan. Unless otherwise stated, capitalised terms used Shares in this announcement shall have issue giving the same meanings as those defined in right to vote at general meetings to approve the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Share Purchase Agreement and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholetransactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each no Shareholder or any of its associates have any material interest in the Share Purchase Agreement and the transactions contemplated thereunder and thus none of the BorrowerShareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Share Purchase Agreement and the transactions contemplated thereunder. On 22 October 2021, Xx. Xxxxx Xxxxxxx by himself and through Prestige Rich Holdings Limited holds an aggregate of 633,600,000 Shares, representing 57.84% of the issued share capital of the Company, has given the written Shareholders’ approval for the Share Purchase Agreement and the Disposal pursuant to Rule 14.44 of the Listing Rules and such written approval is accepted in lieu of holding a general meeting. As a result, no extraordinary general meeting will be convened for the Company for the purpose of approving the Share Purchase Agreement and the transactions contemplated thereunder. A circular containing, among other things, details of the Share Purchase Agreement, the ChargorsDisposal, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons other information as required under the Listing Rules, is expected to be despatched to Shareholders on or before 12 November 2021. AS COMPLETION IS SUBJECT TO THE SATISFACTION (OR WAIVER, AS THE CASE MAY BE) OF THE CONDITIONS, THE DISPOSAL MAY OR MAY NOT PROCEED. SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHOULD EXERCISE CAUTION WHEN DEALING IN THE SHARES.

LISTING RULES IMPLICATIONS. Given that As at the date of this announcement, the Lender is a direct wholly-owned subsidiary of Minsheng Jiaye. As at the date of this announcement, Minsheng Jiaye owned as to 100% of Shanghai Pinzui Enterprise Management Ltd., who in turns owned as to 100% of Jiahuang (Holdings) Investment Limited, who in turns owned as to 100% of Jiayou. As at the date of this announcement, Jiayou owned as to approximately 61.20% of the shares of the Company in issue and a controlling shareholder (as defined under the Listing Rules) of the Company. Accordingly, the Lender is a connected person of the Company under Chapter 14A of the Listing Rules, and the transaction contemplated under the Loan Agreement and constitutes a connected transaction of the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions transaction contemplated under Loan Agreement is more than 5% but less than and all are below 25%, the entering into of the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting reporting, announcement and announcement requirements but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14 14A of the Listing Rules. Reference is made THE EGM An EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Transactions contemplated thereunder. Jiayou and its associates will abstain from voting at the EGM in respect of the resolution approving the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Shaomu, Xx. Xxxx Yinping and Xx. Xxx Gensheng, has been established to advise the Independent Shareholders in respect of the Transactions. Gram Capital will be appointed as the Independent Financial Adviser to provide advice and recommendation to the announcement Independent Board Committee and the Independent Shareholders in respect of the Company dated 29 December 2017 (Transactions. A circular containing, among other things, further particulars of the “Announcement”) in relation Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , Shareholders on or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesbefore 20 December 2019.

LISTING RULES IMPLICATIONS. Given that The Subscription constitutes a deemed disposal of the Loan Agreement and Group’s equity interest in the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Target Company under Rule 14.22 14.29 of the Listing Rules. As Rules and the Deemed Disposal constitutes a major transaction for the Company under the Listing Rules as one or more of the applicable percentage ratios (as set out defined in the Listing Rules) calculated under Rule 14.07 14.06 of the Listing Rules in respect of the Aggregated Transactions Deemed Disposal is more than 525% but all of the percentage ratios are less than 2575%, the entering into the Supplemental Loan . The Subscription Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are therefore subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement under Chapter 14 the Listing Rules. As the right to the exercise of the ICDL Exit Right and the Investor Exit Right as stipulated in the Cooperation Agreement are both at the discretion of the Company, according to Rule 14.75(1) of the Listing Rules, on the grant of the ICDL Exit Right and the Investor Exit Right, only the premium (which is nil) will be taken into consideration for the purpose of calculating the percentage ratios. Reference is made The EGM will be convened by the Company to consider and, if thought fit, approve the announcement Subscription Agreement and the transactions contemplated thereunder. As Xx. Xxxx Hong Xxxx, the controlling Shareholder holding approximately 74.01% of the issued shares of the Company dated 29 December 2017 (as at the “Announcement”) date of this announcement, is indirectly interested in relation an aggregate of approximately 20% shareholding interests in ICDL, Xx. Xxxx Hong Xxxx will voluntarily abstain from voting on the resolutions at the EGM to approve the provision Subscription Agreement. China Vanke Co., Ltd, a Shareholder holding approximately 5.89% of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have issued shares of the same meanings Company as those defined in at the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of this announcement, is an indirect holding company of the Loan Investor and will also abstain from 29 March 2018 voting on the resolutions at the EGM to 29 April 2018 , or any other later date as mutually agreed in writing by approve the Lender and the Borrower in advanceSubscription Agreement. Save as disclosed hereinabove, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of so far as the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and beliefis aware, having made all reasonable enquiries, each of the Borrowerno Shareholder has a material interest in, and would be required to abstain from voting on, the Chargors, and their respective ultimate beneficial owners are third parties independent of resolutions at the Company and its connected persons under EGM to approve the Listing RulesSubscription Agreement.

LISTING RULES IMPLICATIONS. Given that As the Loan Agreement relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the Supplemental Loan Agreement are entered into by ultimate beneficial owner of Bliss Chance (the same parties within a 12-month periodcontrolling Shareholder), the Aggregated Transactions constitute Acquisition also constitutes a series connected transaction of related transactions the Company which is subject to the reporting, announcement and are required to be aggregated pursuant to Rule 14.22 Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions of the applicable percentage ratios as set out in Rule 14.07 of Company to approve the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction transactions contemplated thereunder constitute thereunder. Save for the aforementioned, no other Director has a discloseable transaction material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company pursuant to Rule 14.06 approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 entire issued share capital of the Listing Rules. Reference is made Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the announcement resolution of the Company dated 29 December 2017 (in approving the “Announcement”) in relation Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the provision best knowledge, information and belief of the Loan. Unless otherwise statedDirectors, capitalised terms used in this announcement shall have the same meanings as those defined no other Shareholder has a material interest in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, Acquisition and is required to abstain from voting on the Lender, resolution of the Borrower Company in approving the Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder at the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effectSGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice terms and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a wholewhole and as to voting at the SGM. To An independent financial adviser will be appointed to advise the best Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Directors’ knowledgeAgreement; (ii) information about the Company, information the Target and belief, having made all reasonable enquiries, each the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Borrower, Acquisition; (iv) the Chargors, letter of advice from the independent financial adviser to the Independent Board Committee and their respective ultimate beneficial owners are third parties independent the Independent Shareholders in respect of the Company and its connected persons under the Listing Rules.Acquisition; and

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in calculated by reference to Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5Acquisition exceed 25% but are less than 25100%, the entering into of the Supplemental Loan Sale and Purchase Agreement and the transaction transactions contemplated thereunder constitute a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is therefore subject to the reporting reporting, announcement and announcement requirements but exempt from the Independent Shareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference As at the date of this announcement, the Target Company is made to a company wholly owned by the announcement Vendor, who is a director and a substantial shareholder of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the LoanCompany. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018Accordingly, the Lender, the Borrower and the Chargors entered into Vendor is a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests connected person of the Company and the Shareholders as a whole. To the best entering into of the Directors’ knowledge, information Sale and belief, having made all reasonable enquiries, each of Purchase Agreement and the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent transactions contemplated thereunder also constitute a connected transaction of the Company and its connected persons under Chapter 14A of the Listing Rules. The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder. An independent board committee of the Company comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Astrum Capital Management Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. A circular containing, among other things, further particulars of the Acquisition together with, the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders on or before 31 December 2017 as additional time is required for the preparation of the relevant information to be included in the circular. WARNING NOTICE Shareholders and potential investors of the Company should be aware that the Acquisition is subject to a number of conditions being satisfied, including but not limited to the approval of the Acquisition at the EGM by the Independent Shareholders, and consequently the Acquisition may or may not proceed. Accordingly, Shareholders and potential investors are advised to exercise caution when they deal or contemplate dealing in the Shares or other securities (if any) of the Company.

LISTING RULES IMPLICATIONS. Given that The entering into of the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions Disposal constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 major transaction on the part of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 Company under Chapter 14 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are subject to the reporting announcement and announcement requirements but exempt from the Shareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference As Xx. Xxxx is made to a connected person of the announcement Company, the entering into of the Agreement and the transactions contemplated thereunder constitute a connected transaction on the part of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision under Chapter 14A of the LoanListing Rules. Unless otherwise stated, capitalised terms used in this announcement shall have As the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018relevant percentage ratios on an annual basis are more than 5%, the Lender, the Borrower Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder are subject to, among others, Independent Shareholders’ approval requirements under the “Supplemental Loan Agreement”), pursuant Listing Rules. An EGM will be convened and held for the Independent Shareholders to which approve the Lender agrees to extend Agreement and the maturity transactions contemplated thereunder. Xx. Xxxx and his associates shall abstain from voting regarding the relevant resolution(s) approving the Agreement and the transactions contemplated thereunder at the EGM. As at the date of this announcement, Xx. Xxxx is interested in 82,920,000 Shares, representing approximately 1.70% of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by issued share capital of the Lender and the Borrower in advanceCompany. Save as disclosed hereindisclosed, all other terms to the best knowledge, information and provisions belief of the Loan Directors and having made reasonable enquiries, no other Shareholder is involved in or interested in the Disposal which requires him to abstain from voting on the proposed resolution(s) to approve the Disposal at the EGM. Xx. Xxxx has abstained from voting at the board meeting approving the Agreement shall remain unchanged due to his interests in the Agreement and in full force and effectthe Disposal. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders regarding the Agreement and the transactions contemplated thereunder. The Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Supplemental Loan Agreement were arrived at by and the parties thereto after arm’s length negotiations and transactions contemplated thereunder are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Independent Shareholders as a whole. To the best A circular containing, among others, (1) details of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of Agreement; (2) letter from the Borrower, Independent Board Committee setting out the Chargors, and their respective ultimate beneficial owners are third parties independent of recommendation in relation to the Company and its connected persons under the Listing Rules.Agreement;

LISTING RULES IMPLICATIONS. Given that As the Loan highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement and the Supplemental Loan Agreement are entered into by between the same Company and CNFP or associated parties within a 12-month periodis more than 25% but less than 100%, the Aggregated Transactions constitute entering into of the Factoring Agreement with CNFP or associated parties constitutes a series major transaction for the Company under Chapter 14 of related transactions the Listing Rules and are required is therefore subject to be aggregated pursuant to Rule 14.22 of the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. As one or more of the highest applicable percentage ratios ratio (as set out in Rule 14.07 of defined under the Listing Rules Rules) in respect of the Aggregated Transactions Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Supplemental Loan Factoring Agreement and the transaction contemplated thereunder constitute with CNECE constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of under the Listing Rules which and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 14A of the Listing Rules. Reference Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is made required to abstain from voting if the announcement Company were to convene a general meeting for the approval of the Factoring Agreement with CNFP 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 dated 29 December 2017 (giving the “Announcement”) in relation right to attend and vote at that general meeting to approve the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower Factoring Agreement with CNFP and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholetransactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, each no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder. As of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent date of the Company announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and its connected persons under the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as set out defined in Rule 14.07 of the Listing Rules Rules) in respect of the Aggregated Transactions is more than 5transactions contemplated under the Finance Lease Agreement exceeds 25% but is less than 25100%, the entering into of the Supplemental Loan Finance Lease Agreement and the transaction transactions contemplated thereunder constitute a discloseable major transaction of for the Company pursuant to Rule 14.06 of the Listing Rules which is and are therefore subject to the reporting notice, announcement, circular and announcement requirements but exempt from the Shareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made According to the announcement Rule 14.44 of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise statedListing Rules, capitalised terms used in this announcement shall have the same meanings as those defined Shareholders’ approval may be obtained in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into form of written Shareholders’ approval in lieu of convening a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholegeneral meeting. To the best of the Directors’ knowledge, information and belief, belief of the Directors having made all reasonable enquiries, each no Shareholder has a material interest in the transactions contemplated under the Finance Lease Agreement. Accordingly, no Shareholder is required to abstain from voting if a general meeting is required to be convened to approve the entering into of the BorrowerFinance Lease Agreement and the transactions contemplated thereunder. As at the date of this announcement, Kunming Dianchi Investment directly holds 660,266,893 shares (representing approximately 64.16% of the total number of issued shares of the Company). As the Company has obtained the written approval from Kunming Dianchi Investment, according to Rule 14.44 of the Listing Rules, the Chargors, and their respective ultimate beneficial owners are third parties independent Company will not convene an extraordinary general meeting for the purpose of approving the entering into of the Company Finance Lease Agreement and its connected persons the transactions contemplated thereunder. According to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, details of the Finance Lease Agreement and other information required to be disclosed under the Listing RulesRules is required to be despatched to the Shareholders within 15 business days after the date of this announcement (i.e. on or before 17 January 2022). As additional time is required to prepare the financial and other information to be included in the circular, the Company may not be able to despatch the circular within such period, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement in relation to the expected despatch date of the circular in due course.

LISTING RULES IMPLICATIONS. As of the date of this announcement, the Borrower is ultimately 100% owned by Xx. Xxxxx Xx, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Group to Guizhou Energy, a vendor in respect of the Guizhou Acquisition, and given that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties is proposed to be made within a 12-month periodmonths period of the consummation of these acquisitions, the Aggregated Relevant Transactions constitute are aggregated as a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions Relevant Transactions, on an aggregate basis, is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder Guizhou Acquisition constitute a discloseable transaction major transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is Company, and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made The Company will convene the EGM for the Independent Shareholders to consider and, if thought fit, approve the announcement Loan and the Guizhou Acquisition. Xx. Xxxxx Xx, Mr. Xxxxx Xxxxx, Xxxxxxx and their respective associates will abstain from voting at the EGM. An Independent Board Committee of the Company dated 29 December 2017 (will be formed to advise the “Announcement”) Independent Shareholders in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date respect of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advanceGuizhou Acquisition. Save as disclosed herein, all other terms and provisions of An Independent Financial Adviser will be appointed to advise the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice Independent Board Committee and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are Independent Shareholders in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis regard.

LISTING RULES IMPLICATIONS. Given that As the Loan Agreement relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the Supplemental Loan Agreement are entered into by ultimate beneficial owner of Bliss Chance (the same parties within a 12-month periodcontrolling Shareholder), the Aggregated Transactions constitute Acquisition also constitutes a series connected transaction of related transactions the Company which is subject to the reporting, announcement and are required to be aggregated pursuant to Rule 14.22 Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions of the applicable percentage ratios as set out in Rule 14.07 of Company to approve the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction transactions contemplated thereunder constitute thereunder. Save for the aforementioned, no other Director has a discloseable transaction material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company pursuant to Rule 14.06 approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 entire issued share capital of the Listing Rules. Reference is made Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the announcement resolution of the Company dated 29 December 2017 (in approving the “Announcement”) in relation Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the provision best knowledge, information and belief of the Loan. Unless otherwise statedDirectors, capitalised terms used in this announcement shall have the same meanings as those defined no other Shareholder has a material interest in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, Acquisition and is required to abstain from voting on the Lender, resolution of the Borrower Company in approving the Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder at the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effectSGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice terms and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a wholewhole and as to voting at the SGM. To An independent financial adviser will be appointed to advise the best Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Directors’ knowledgeAgreement; (ii) information about the Company, information the Target and belief, having made all reasonable enquiries, each the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Borrower, Acquisition; (iv) the Chargors, letter of advice from the independent financial adviser to the Independent Board Committee and their respective ultimate beneficial owners are third parties independent the Independent Shareholders in respect of the Company Acquisition; and its connected persons under (v) the Listing Rulesnotice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.

LISTING RULES IMPLICATIONS. Given that LEPA is a wholly owned subsidiary of the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month periodParent, the Aggregated Transactions controlling shareholder of the Company, and therefore LEPA is a connected person of the Company under Chapter 14A of the Listing Rules. The transactions under the Advertising Agency Framework Agreement constitute a series continuing connected transaction of related transactions and are required to be aggregated pursuant to Rule 14.22 the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as set out in defined under Rule 14.07 14A.10 of the Listing Rules in respect Rules) of the Aggregated Transactions is more than 5transactions contemplated under the Advertising Agency Framework Agreement exceeding 0.1% but less than 255%, the entering into the Supplemental Loan Agreement and the transaction transactions contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are therefore subject to the reporting and announcement requirements but are exempt from the Shareholdersrequirement of independent shareholders’ approval requirement under Chapter 14 14A of the Listing Rules. Reference is made to The Directors (including the announcement independent non-executive Directors) are of the Company dated 29 December 2017 (view that the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Advertising Agency Framework Agreement were arrived at by the parties thereto after (i) have been negotiated on an arm’s length negotiations basis; (ii) have been conducted and are will be conducted on normal commercial terms, with reference or on terms no less favourable than those available from or to independent third parties under prevailing local market conditions; (iii) are entered into in the commercial practice ordinary and the amount usual course of business of the Loan. The Board considers that the terms of the Supplemental Loan Agreement Group; and (iv) are fair and reasonable and are in the interests of the Company and the its Shareholders as a whole. Xx. Xxxxx Xxxxxxx, Xx. Xx Xxxxx, Xx. Xx Xxxxxxx, Xx. Xxx Xxx, Xx. Xx Xxxxxx, Xx. Xx Xxxxxxxx and Ms. Xx Xxxxxx, also members of the decision-making body of the Parent, are deemed to have material interests in the transactions contemplated under the Advertising Agency Framework Agreement and have abstained from voting on the relevant Board resolution. Other than those Directors mentioned above, none of the other Directors has a material interest in the transactions thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiriesenquiry, each there is no other transaction entered into between any member of the Borrower, Group and the Chargors, Parent Group and their respective its ultimate beneficial owners are third parties independent owner(s) or otherwise related, which would be, together with the transactions contemplated under the Advertising Agency Framework Agreement, aggregated under Rule 14A.25 of the Company and its connected persons under the Listing Rulesrules.

LISTING RULES IMPLICATIONS. Given that As the Loan Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) and the Supplemental Loan Agreement are Pre-Listing Structured Deposit Agreements were entered into by with the same parties bank and were of similar nature and within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) shall be aggregated with the Pre-Listing Structured Deposit Agreements, for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. As one or more the highest applicable ratio of the applicable percentage ratios Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)), as set out in Rule 14.07 of aggregated with the Pre-Listing Rules in respect of the Aggregated Transactions is more than 5Structured Deposit Agreements, exceeds 25% but is less than 25100%, the entering into Post-Listing Structured Deposit Agreements (including the Supplemental Loan Structured Deposit Agreement and the transaction contemplated thereunder constitute a discloseable transaction of (September 2021)) constitutes major transactions for the Company pursuant to Rule 14.06 of the Listing Rules which is and therefore shall subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, belief having made all reasonable enquiries, each of the Borrower, the Chargorsno Shareholder has a material interest in, and their respective ultimate beneficial owners are third parties independent would be required to abstain from voting on, any resolution to approve, confirm and/or ratify the Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) if the Company were to convene a general meeting to approve, confirm and/or ratify the same. The Company has received written certificate to approve, confirm and ratify the Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) from Niusanping Limited and Niujian Limited, being a closely allied group of Shareholders, which together hold 375,000,000 issued shares of the Company and its connected persons under (representing approximately 74.18% of the total issued shares of the Company) as at the date of this announcement, in accordance with Rule 14.44 of the Listing Rules. No Shareholders’ meeting will be convened by the Company to approve, confirm and/or ratify the Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)).

LISTING RULES IMPLICATIONS. As of the date of this announcement, the Borrower is ultimately 100% owned by Xx. Xxxxx Li, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Group to Guizhou Energy, a vendor in respect of the Guizhou Acquisition, and given that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties is proposed to be made within a 12-month periodmonths period of the consummation of these acquisitions, the Aggregated Relevant Transactions constitute are aggregated as a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions Relevant Transactions, on an aggregate basis, is more than 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder Guizhou Acquisition constitute a discloseable transaction major transactions of the Company pursuant to Rule 14.06 of the Listing Rules which is Company, and are subject to the reporting reporting, announcement and announcement requirements but exempt from the Shareholdersshareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made The Company will convene the EGM for the Independent Shareholders to consider and, if thought fit, approve the announcement Loan and the Guizhou Acquisition. Xx. Xxxxx Li, Mr. Xxxxx Xxxxx, Xxxxxxx and their respective associates will abstain from voting at the EGM. An Independent Board Committee of the Company dated 29 December 2017 (will be formed to advise the “Announcement”) Independent Shareholders in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date respect of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advanceGuizhou Acquisition. Save as disclosed herein, all other terms and provisions of An Independent Financial Adviser will be appointed to advise the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice Independent Board Committee and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are Independent Shareholders in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis regard.

LISTING RULES IMPLICATIONS. Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios Percentage Ratios (as set out in defined under Rule 14.07 of the Listing Rules in respect of Rules) for the Aggregated Transactions is Acquisition are more than 5% but less than 25%, the entering into Acquisition contemplated under the Supplemental Loan Equity Transfer Agreement and the transaction contemplated thereunder constitute constitutes a discloseable transaction of the Company pursuant to Rule 14.06 14.06(2) of the Listing Rules which and is subject to the reporting notification and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules. Reference As at the date of this announcement, the Vendor (together with its associates) are interested in 185,616,600 Domestic Shares in the Company, representing approximately 42.95% of the Company’s entire issued share capital, and hence is made a Controlling Shareholder. Furthermore, the Vendor is also an executive Director and the chairman of the Board. As such, pursuant to Chapter 14A of the announcement Listing Rules, the Vendor is a connected person of the Company, and the Acquisition contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company dated 29 December 2017 (under Chapter 14A of the “Announcement”) in relation Listing Rules, which is subject to the provision reporting, announcement, circular, independent financial advice and the Independent Shareholders’ approval requirements pursuant to Chapter 14A of the LoanListing Rules. Unless otherwise statedThe Vendor, capitalised terms used in this announcement shall have being an executive Director and the same meanings as those defined chairman of the Board, has abstained from voting in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, Board meeting approving the Lender, the Borrower Equity Transfer Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder in accordance with the “Supplemental Loan Agreement”)Listing Rules. Except the aforesaid, pursuant to which the Lender agrees to extend the maturity date none of the Loan from 29 March 2018 to 29 April 2018 , or Directors has any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are material interest in the interests abovementioned transactions nor any of them is required to abstain from voting on the Company and Board resolutions approving the Shareholders as a wholeEquity Transfer Agreement. To the best of the Directors’ knowledge, information and belief, belief after having made all reasonable enquiries, each except for the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder has a material interest in the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM and accordingly, save and except the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder and his/her/its associates are therefore required to abstain from voting on the relevant resolution(s) to approve, amongst other things, the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM. The Independent Board Committee has been established to consider, and to advise the Independent Shareholders on the terms of the Borrower, Equity Transfer Agreement and the Chargors, transactions contemplated thereunder. Sorrento Capital Limited has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and their respective ultimate beneficial owners are third parties independent the Independent Shareholders on the terms of the Company Equity Transfer Agreement and its connected persons under the Listing Rulestransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. Given that TCL Corporation, being the Loan Agreement and ultimate controlling shareholder of the Supplemental Loan Agreement are entered into by Company (currently holding approximately 64.95% of the same parties within issued share capital of the Company), is a 12-month period, connected person of the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of Company under the Listing Rules. Therefore, the transactions contemplated under the Master Supply (Sale) Agreement (2015) constitute continuing connected transactions of the Company. As one or more of the applicable percentage ratios as set out in Rule 14.07 of (other than the Listing Rules in respect of profits ratio) with reference to the Aggregated Transactions is more than Proposed Annual Caps exceed 5% but less than 25%, the entering into the Supplemental Loan Agreement and the transaction continuing connected transactions contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is are subject to the reporting reporting, announcement, Independent Shareholders' approval and announcement annual review requirements but exempt from the Shareholders’ approval requirement under Chapter 14 14A of the Listing Rules. Reference is made to Notwithstanding that the announcement of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, applicable percentage ratios with reference to the commercial practice and Proposed Annual Caps exceed 25%, pursuant to Rule 14.04(1)(g) of Listing Rules, the amount transactions contemplated under the Master Supply (Sale) Agreement (2015) do not constitute major transactions of the LoanCompany since these are transactions of revenue nature in the ordinary and usual course of business of the Company. The An Independent Board considers that Committee will be established to advise the Independent Shareholders on the terms of the Supplemental Loan Master Supply (Sale) Agreement are fair (2015) and reasonable the Proposed Annual Caps. The Company will also appoint an independent financial adviser to advise the Independent Board Committee and are the Independent Shareholders in this regard. The Company will dispatch to the Shareholders a circular containing further details of the Master Supply (Sale) Agreement (2015) and the Proposed Annual Caps, letters from the Independent Board Committee and the independent financial adviser, and a notice convening the EGM on or before 12 October 2015. TCL Corporation and TCL Associates will abstain from voting on the resolutions in respect of the Master Supply (Sale) Agreement (2015), the transactions contemplated thereunder and the Proposed Annual Caps required to be put forward at the EGM. Notwithstanding the respective interests of certain Directors in TCL Corporation, none of them is considered as having a material interest in the interests transactions contemplated under the Master Supply (Sale) Agreement (2015). Therefore, all Directors are entitled to vote pursuant to the Company’s memorandum and articles of association. GENERAL INFORMATION OF THE PARTIES The Group designs, manufactures and markets an expanding portfolio of mobile and internet products worldwide under two key brands - "TCL" and "ALCATEL ONE TOUCH". The Group’s portfolio of products is currently sold in the PRC and over 160 countries throughout the Americas, Europe, the Middle East, Africa and Asia Pacific. The Group operates its highly efficient manufacturing plants and research and development centres in various provinces of the Company PRC with its headquarters in Shenzhen, the PRC. For more information on the Company, please visit the Company’s official website at xxxx://xxxxxx.xxx.xxx (the information that appears in this website does not form part of this announcement). TCL Corp Group (including the Group) is a major PRC conglomerate that designs, develops, manufactures and the Shareholders as markets a whole. To the best wide range of the Directors’ knowledgeelectronic, telecommunications, information technology and beliefelectrical products. For more information on TCL Corporation, having made all reasonable enquiries, each please visit TCL Corporation's official website at xxxx://xxx.xxx.xxx (the information that appears in this website does not form part of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rulesthis announcement).

LISTING RULES IMPLICATIONS. Given that As the Loan Agreement Acquisition concerns an acquisition, and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as set out in defined under Rule 14.07 of the Listing Rules Rules) in respect of the Aggregated Transactions is more than 5Acquisition exceed 25% but less than 25all such percentage ratios are below 100%, the entering into the Supplemental Loan Agreement and the transaction contemplated thereunder constitute Acquisition constitutes a discloseable major transaction of the Company pursuant to Rule 14.06 of the Listing Rules which and is subject to the reporting reporting, announcement, circular and announcement requirements but exempt from the Shareholders’ approval requirement requirements under Chapter 14 of the Listing Rules. Reference is made The Acquisition will be subject to the announcement approval by the Independent Shareholders at the EGM. The EGM will be held by the Company for the Shareholders to consider, and if thought fit, to pass the resolutions to approve the Share Transfer Agreement and the transactions contemplated thereunder. Pursuant to Rule 2.15 of the Company dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise statedListing Rules, capitalised terms used in this announcement shall have the same meanings as those defined any Shareholder who has a material interest in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, Share Transfer Agreement shall abstain from voting to approve the Lender, the Borrower Share Transfer Agreement and the Chargors entered into a supplemental loan agreement (transactions contemplated thereunder at the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Board considers that the terms of the Supplemental Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a wholeEGM. To the best of the Directors’ knowledge, information and beliefas at the date of this announcement, having made all reasonable enquiriesthe Vendor holds 47,184,000 Shares, each representing approximately 8.97% of the Borrower, issued Shares of the ChargorsCompany. The Vendor is not a connected person of the Group, and their respective ultimate beneficial owners are third parties independent save as aforesaid, is an Independent Third Party of the Company Company. Given the Vendor’s interest in the Share Transfer Agreement, it is required to abstain from voting in respect of the proposed resolutions for approving the Share Transfer Agreement and its connected persons the transactions contemplated thereunder at the EGM. To the best of the Directors’ knowledge, no Shareholder (other than the Vendor) is required to abstain from voting at the EGM. A circular containing, among other things, further details of the Acquisition and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 25 October 2022. Shareholders and potential investors shall note that completion of the Acquisition is subject to the conditions precedent set out in the section headed “Conditions precedent” and may or may not materialize. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.