Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As the 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios Purchaser is an associate of a substantial shareholder of a subsidiary of the Acquisition exceed 5% but are under 25%Company, the Acquisition constitutes Purchaser is a discloseable transaction connected person of the Company under Chapter 14 of at the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rulessubsidiary level. 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Accordingly, the Acquisition also Disposal constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesCompany. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 Board (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all including the independent non-executive Directors Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are made on normal commercial terms and that its terms are fair and reasonable, whether the Acquisition is reasonable and in the interests of the Company and the Shareholders as a whole whole, the Disposal contemplated under the Equity Transfer Agreement is exempted from the circular, independent financial advice and Shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. Further, given that one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but none of such percentage ratios is 75% or above, the Disposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as to voting at the SGMdate of this announcement. An independent financial adviser will be appointed Smart Charmer Limited has the right to advise attend and vote at the Independent Board Committee general meeting (if convened) to approve the Equity Transfer Agreement and the Independent Shareholders Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in this regardthe Disposal, no Director was required to abstain from voting on the resolution of the Board in respect of the Disposal. A circular containing, among other things, (i) details of the Agreement; (ii) further information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser Disposal will be despatched to the Independent Board Committee and Shareholders for their information on or before 24 June 2016. In order to allow sufficient time to prepare the Independent Shareholders information to be included in respect the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Acquisition; and (v) Listing Rules, which requires the notice of the SGM is expected circular to be despatched to the Shareholders on or before 13 February 2018within 15 business days after the publication of this announcement.

LISTING RULES IMPLICATIONS. As one or more of the relevant applicable percentage ratios calculated by reference to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 525% but are under 25less than 100%, the Acquisition constitutes entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder constitute a discloseable major 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, the Target Company is a company wholly owned by the Vendor, who is a director and a substantial shareholder of the Company. Accordingly, the Vendor is a connected person of the Company and the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution An independent board committee of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) Sale and Purchase Agreement and the letter of advice from 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 Acquisition; Sale and (v) Purchase Agreement and the notice transactions contemplated thereunder. A circular containing, among other things, further particulars of the SGM 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 13 February 201831 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. As the 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.and

LISTING RULES IMPLICATIONS. As At the relevant percentage ratios material time of the Acquisition exceed 5% but are under 25%entering into of the Loan Transaction, the Acquisition constitutes Yingtan was a discloseable transaction non-wholly owned subsidiary of the Company and was owned as to 51% by the Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the holding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, the Lender was thus a connected person of the Company at subsidiary level under Chapter 14 14A of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are Accordingly, the Loan Transaction constituted a connected persons transaction on the part of the Company under Chapter 14A of the Listing Rules by virtue Rules. As all of their being associates the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Loan Transaction are below 5%, the Acquisition also constitutes Loan Transaction constituted a connected transaction of the Company which is subject to reporting and announcement requirements but is exempt from the reportingcircular, announcement independent financial advice and Independent independent Shareholders’ approval requirements under Rule 14A.76 of the Listing Rules. The Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee Rules in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser Loan Transaction, as and when such obligations arose. Regrettably, due to the Independent oversight of a then executive Director who failed to report the Loan Transaction to the Board Committee at the material time, the requirements to comply with the relevant notification and announcement requirements under Chapter 14A of the Independent Shareholders Listing Rules had been overlooked. REMEDIAL MEASURES The Company is aware that this announcement in respect of the Acquisition; and (vLoan Transaction entered into by the Group on 4 November 2020 constituted a late announcement under the Listing Rules. Once the Directors became aware of the delay, the Company has taken steps to comply with the Listing Rules, including but not limited to the publication of this announcement. To avoid occurrence of similar non-compliance of the Listing Rules in the future, the Company has/ will implement(ed) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.following measures and procedures:

LISTING RULES IMPLICATIONS. As Xx. Xxx, who is the relevant percentage ratios father of Xx. Xxx Xxxx (the non-executive director of the Acquisition exceed 5Company), indirectly owns approximately 98% but are under 25%effective beneficial interest in Hangzhou Biaopu. Therefore, the Acquisition constitutes Hangzhou Biaopu is an associate of Xx. Xxx Xxxx and therefore is 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 person of the Company under Chapter 14A of the Listing Rules by virtue Rules. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of their being associates business of Xx. Xxthe Company, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)therefore, the Acquisition also constitutes a constitute continuing connected transaction transactions of the Company which is under Chapter 14A of the Listing Rules. The Directors anticipated that the aggregate amount of consideration payable by Fujian Zhixin to Hangzhou Biaopu under the Sales and Distribution Agreement calculated on an annual basis with reference to the Proposed Annual Caps represent more than 5% of the revenue ratio. Accordingly, the Sales and Distribution Agreement and the Proposed Annual Caps are subject to the announcement, reporting, announcement annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 The Board is pleased to announce that Fujian Zhixin has entered into the Sales 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 Distribution Agreement with Hangzhou Biaopu on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. Save 23 May 2019 for the aforementionedsales and distribution of Hangzhou Biaopu’s pharmaceutical products by Fujian Zhixin within the PRC during the Contractual Period. SALES AND DISTRIBUTION AGREEMENT Date : 23 May 2019 Parties : Fujian Zhixin, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital an indirect wholly-owned subsidiary of the Company) as at , being the date purchaser Hangzhou Biaopu, being the supplier Subject : Hangzhou Biaopu has agreed to authorise Fujian Zhixin to sell and distribute the pharmaceutical products of this announcementHangzhou Biaopu within the PRC during the Contractual Period. Hangzhou Biaopu shall ensure the quality of the pharmaceutical products. The sales and distribution services to be provided by Fujian Zhixin is on a non-exclusive basis. Fujian Zhixin shall submit its monthly sales plan of the forthcoming month to Hangzhou Biaopu. After receiving the pharmaceutical products from Hangzhou Biaopu, and Fujian Zhixin may then sell the products through its associates sales channel. Pricing policy : The price of the pharmaceutical products to be sold by Hangzhou Biaopu to Fujian Zhixin shall be required determined with reference to abstain the price list published by Hangzhou Biaopu from voting on the resolution of the Company in approving the Agreement time to time and the transactions contemplated thereunder at the SGM. Save for the aforementioned and prices of pharmaceutical products are determined with reference to the best knowledgecost of products, information and belief of the Directorsprofit margin, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonablethe prevailing market price, whether provided that the Acquisition is in price offered by Hangzhou Biaopu to Fujian Zhixin shall not be higher than the interests price offered to independent third parties. Credit period : 7 working days upon receipt of the Company products and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018corresponding invoice.

LISTING RULES IMPLICATIONS. As (i) GOME Holding is owned by the Controlling Shareholder and his associates and is a connected person of the Company, and (ii) Meixin Network is owned as to 60% by the Group and 40% by the Controlling Shareholder and his associates, Meixin Network is an associate of the Controlling Shareholder and a connected subsidiary of the Company, transactions between the Group and each of GOME Holding and Meixin Network constitutes connected transaction for the Company. As the relevant applicable percentage ratios (other than profits ratio) in respect of the Acquisition exceed transactions under each of the 2019 Master Merchandise Purchase Agreement and the 2019 Master Merchandise Supply Agreement are respectively expected to be more than 5% but are under 25%on an annual basis, the Acquisition constitutes a discloseable transaction transactions contemplated under each 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 2019 Master Merchandise Purchase Agreement and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is 2019 Master Merchandise Supply Agreement will be subject to the reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest the applicable percentage ratios (other than profits ratio) in the Acquisition and has abstained from voting on the board resolutions respect of the Company to approve transactions under each of the First 2019 Logistics Services Agreement, the Second 2019 Logistics Services Agreement, the First 2019 Warehouse Services Agreement, the Second 2019 Warehouse Services Agreement and the transactions contemplated thereunder. Save for the aforementioned2019 Property Development Management Services Agreement are respectively expected to be more than 0.1% but less than 5% on an annual basis, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM under these agreements will be convened subject to the reporting 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% announcement requirements set out in Rule 14A.34 of the entire issued share capital Listing Rules and exempt from the independent shareholders’ approval requirement of Chapter 14A of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMListing Rules. The Independent Board Committee comprising all the independent non-executive Directors has been established formed to give a recommendation to advise the Independent Shareholders as to whether on the terms of the 2019 Master Merchandise Purchase Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders 2019 Master Merchandise Supply Agreement. Platinum Securities Company Limited has been appointed as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of about the 2019 Master Merchandise Purchase Agreement and the 2019 Master Merchandise Supply Agreement; , (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the a letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of Shareholders, (iii) the Acquisition; and recommendations from the Independent Board Committee to the Independent Shareholders, together with (viv) the notice of the SGM is expected to will be despatched dispatched to the Shareholders on or before 13 February about 27 November 2018. The Controlling Shareholder and his associates will abstain from voting at the SGM. At the Board meeting held to approve the 2019 CCT Agreements, each of Xx. Xxx Xxxx Xxxx, Xx. Xxxxx Xxx Xxxx and Xx. Xx Sing Xxxx, is considered to be interested in the transactions contemplated under the 2019 CCT Agreements, and have abstained from voting at the Board meeting in respect of the resolutions proposed to approve such agreements.

LISTING RULES IMPLICATIONS. As the relevant applicable percentage ratios in respect of the Acquisition proposed Annual Caps exceed 525% but and the proposed Annual Caps are under 25%more than HK$10,000,000, the Acquisition constitutes a discloseable transaction of transactions contemplated under 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 IAM Agreement 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and announcement, Independent Shareholders’ approval and the annual review requirements under Chapter 14A 20 of the GEM Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM EGM will be convened and held at which ordinary resolution(s) will be proposed to consider and, if thought fit, to approve the IAM Agreement and the all other transactions contemplated thereunderthereunder as well as the proposed Annual Caps. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as 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 issued share capital of the 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 proposed Annual Caps at the EGM. In the event that the Completion has taken place before the date of the EGM, Zhongzhi Capital and its associates (including Jinhui and Xxxx Xxxx) shall be abstain from voting at the EGM. Xx. Xxxxx, who is deemed to have material interests in the IAM Agreement for the same reasons, had abstained from voting on the relevant Board resolutions passed to approve the IAM Agreement and the proposed Annual Caps. No other Directors were required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMBoard resolutions. The Independent Board Committee IBC comprising all the independent non-executive Directors has been established formed to give a recommendation advise the Independent Shareholders in respect of the IAM Agreement and the proposed Annual Caps. An independent financial adviser will be appointed by the Company to make recommendations to the IBC and the Independent Shareholders as to whether the terms of the IAM Agreement and the proposed Annual Caps are on normal commercial terms and fair and reasonable, whether the Acquisition is reasonable and in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regardwhole. A circular containing, among amongst other things, (i) details of the IAM Agreement; (ii) information about a letter from the Company, IBC to the Target and the Subject CompaniesIndependent Shareholders; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the a letter of advice from the independent financial adviser to the Independent Board Committee IBC and the Independent Shareholders in respect of the AcquisitionShareholders; and (viv) the a notice of the SGM is expected to EGM will be despatched to the Shareholders on or before 13 26 February 20182016.

LISTING RULES IMPLICATIONS. As Hanergy Holding is the relevant percentage ratios controlling Shareholder of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes Company and is therefore a discloseable transaction connected person 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 such, the entering into of the Master Supply Agreement and Vendor 2 are the transactions contemplated thereunder constitute continuing connected persons of transactions for the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. XxRules, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to reporting and announcement requirements, and the reporting, announcement and Independent Shareholders’ approval requirements at the SGM by way of poll under Chapter 14A of the Listing Rules. As Vendor 1 Hanergy Holding and Vendor 2 its associates are required to abstain from voting on the resolution to be proposed at the SGM to approve the Master Supply Agreement and the Annual Caps. Hanergy Holding and its associates were interested in 30,452,024,510 Shares, representing approximately 73.14% of Xxthe issued share capital of the Company. Xx, Save for Xx. Xx Xxxxx who is considered to have also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Acquisition Master Supply Agreement and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the board Board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Master Supply 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising (which consists all the independent non-executive Directors Directors) has been established to give a recommendation consider the terms of the Master Supply Agreement (including the 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 and terms, fair and reasonable, whether the Acquisition is reasonable and in the interests of the Company and the Shareholders as a whole whole, and to advise the Independent Shareholders after taking into account the recommendations given by the independent financial adviser. The Company has appointed Xxxxxx Financial as to voting at the SGM. An its independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regardto consider the terms of the Master Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder. A circular containing, among other things, (i) further details of the Agreement; (ii) information about the Company, the Target Master Supply Agreement and the Subject Companies; (iii) the transactions contemplated thereunder, a letter of recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the Committee, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of on the Acquisition; Master Supply Agreement and (v) the a notice of convening the SGM is expected to will be despatched to the Shareholders on or before 13 February 2018within 15 business days after publication of this announcement in compliance with the Listing Rules.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of this announcement, Eastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.12% of the Acquisition exceed 5% but are under 25%Shares through its wholly-owned subsidiary, namely Beijing Infrastructure Investment (Hong Kong) Limited, thus BII is the Acquisition constitutes ultimate holding company of the Company and Eastern Creation II is therefore a discloseable transaction connected person 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 Therefore, the transaction contemplated under the Loan Agreement and Vendor 2 are the Share Charge Agreement constitutes a connected persons of transaction for the Company under Chapter 14A of the Listing Rules by virtue Rules. As certain applicable percentage ratios in respect of their being associates of Xx. Xx, an executive Director the transaction contemplated under the Loan Agreement and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Share Charge Agreement are more than 25%, the Acquisition also constitutes a connected transaction of Loan Agreement and the Company which is Share Charge Agreement are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 THE EGM An EGM will be convened and Vendor 2 are associates of Xx. Xxheld for the Independent Shareholders to consider, Xx. Xx is considered to have a material interest in and if thought fit, approve, the Acquisition and has abstained from voting on Loan Agreement, the board resolutions of the Company to approve the Share Charge Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition BII and therefore has abstained its associates will abstain from voting on at the board resolutions EGM in respect of the Company to approve resolution approving the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. The SGM will be convened Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx and held Xx. Xxxxx Xxxxx, has been established to consider andadvise the Independent Shareholders in respect of the Loan Agreement, if thought fit, approve the Share Charge Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to appointed VC Capital Limited as the Independent Shareholders as Financial Adviser to whether the terms of the Agreement are on normal commercial terms provide advice and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; Loan Agreement, the Share Charge Agreement and (v) the notice transactions contemplated thereunder. A circular containing, among other things, further particulars of the SGM Loan Agreement and the Share Charge Agreement, 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 13 February 201821 May 2019.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios of the Acquisition exceed 5% but are under 25date of this announcement, the Company owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Acquisition constitutes a discloseable transaction 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 transactions between the Group and United Power constitute connected transactions 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 one or more of the Company applicable percentage ratios for the proposed annual caps in respect of continuing connected transactions contemplated under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)United Power Master Agreement exceed 5%, the Acquisition also constitutes a connected transaction of the Company which is proposed annual caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered An Extraordinary General Meeting will be held to have a material interest in seek the Acquisition and has abstained approval from voting the Independent Shareholders on the board resolutions of the Company to approve the 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. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The An Independent Board Committee comprising all the independent non-non- executive Directors has been will be established by the Company to give a recommendation to advise the Independent Shareholders as with regard to whether the terms fairness and reasonableness of the entering into of United Power Master Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at proposed annual caps contemplated thereunder, taking into account the SGM. An recommendations of an independent financial adviser will be 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, (i) details further information on the entering into of the United Power Master Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation proposed annual caps contemplated thereunder, a letter from the Independent Board Committee in respect to the Independent Shareholders containing the recommendation of the Acquisition; (iv) the Independent Board Committee, a letter of advice from the independent financial adviser Gram Capital to the Independent Board Committee and the Independent Shareholders in respect Shareholders, together with a notice to convene the Extraordinary General Meeting to approve, among other things, the entering into of United Power Master Agreement, and the Acquisition; and (v) the notice of the SGM proposed annual caps contemplated thereunder, is expected to be despatched dispatched to the Shareholders on or before 13 February 2018as soon as practicable and within 15 business days after the publication of this announcement.

LISTING RULES IMPLICATIONS. As At the relevant percentage ratios material time of the Acquisition exceed 5% but are under 25%entering into of the Loan Transaction, the Acquisition constitutes Yingtan was a discloseable transaction non-wholly owned subsidiary of the Company and was owned as to 51% by the Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the holding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, the Lender was thus a connected person of the Company at subsidiary level under Chapter 14 14A of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are Accordingly, the Loan Transaction constituted a connected persons transaction on the part of the Company under Chapter 14A of the Listing Rules by virtue Rules. As all of their being associates the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Loan Transaction are below 5%, the Acquisition also constitutes Loan Transaction constituted a connected transaction of the Company which is subject to reporting and announcement requirements but is exempt from the reportingcircular, announcement independent financial advice and Independent independent Shareholders’ approval requirements under Rule 14A.76 of the Listing Rules. * For identification purpose only It is respectfully submitted that the Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee Rules in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser Loan Transaction, as and when such obligations arose. Regrettably, due to the Independent oversight of a then executive Director who failed to report the Loan Transaction to the Board Committee at the material time, the requirements to comply with the relevant notification and the Independent Shareholders in respect announcement requirements under Chapter 14A of the Acquisition; and (v) Listing Rules had been overlooked. On 4 November 2020, the notice Borrower, being an indirect wholly-owned subsidiary of the SGM is expected Company, as borrower, entered into the Loan Agreement with the Lender, as lender, pursuant to be despatched which a loan in the amount of RMB10,000,000 (equivalent to approximately HK$11,647,000) at an interest rate of 2% per month was advanced by the Lender to the Shareholders on or before 13 February 2018Borrower.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of this announcement, the Borrower, a non-wholly owned subsidiary of the Acquisition exceed 5Company, is owned as to 49% but are under 25%by the Lender and hence, the Acquisition constitutes Lender is a discloseable transaction connected person of the Company under Chapter 14 at the subsidiary level. Accordingly, the Loan Agreement and the Share Mortgage contemplated thereunder constitute connected transactions between the Group and the Lender at the subsidiary level. As the Loan Agreement and the Share Mortgage contemplated thereunder have been approved by the Board and the independent non-executive Directors have confirmed that the respective terms of the Listing Rules Loan Agreement and is the Share Mortgage are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, the Loan Agreement and the Share Mortgage contemplated thereunder will constitute a connected transaction which are subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 14A Rule 20.99 of the GEM Listing Rules. As Vendor 1 and Vendor 2 are associates However, for the purpose of Xx. Xxcommitting to higher corporate governance, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions drawdown of the Company to approve Loan is conditional upon, among the others, the Loan Agreement and the transactions contemplated thereunderShare Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. Save for To the aforementionedbest of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no other Director has a material interest in the Acquisition and therefore has abstained Shareholder is required to abstain from voting on the board resolutions of if the Company were to approve the Agreement and the transactions contemplated thereunderconvene a general meeting for such approval. The SGM will be convened and held to consider andXx. Xxxxx Hei Yu, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, being the controlling Shareholder holding 700,678,005 Shares (3,765,987,973 Shares, representing approximately 70.2570.57% of the entire issued share capital of the Company) Shares as at the date of this announcement, and its associates shall be required to abstain from voting on has given her written approval for the resolution of Loan Agreement, the Company in approving the Agreement Share Mortgage and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief such written approval can be accepted in lieu of the Directors, no other Shareholder has holding a material interest in the Acquisition and is required to abstain from voting on the resolution general meeting of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established pursuant to give a recommendation to the Independent Shareholders as to whether the terms Rule 20.35 of the Agreement are on normal commercial terms and fair and reasonableGEM Listing Rules. As a result, whether the Acquisition is in the interests no special general meeting of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to advise Rule 20.35 of the Independent Board Committee and the Independent Shareholders in this regardGEM Listing Rules. A circular containing, among other thingsthe others, (i) details of the Agreement; (ii) information about the Company, the Target Loan Agreement and the Subject Companies; (iii) Share Mortgage as well as other information as required under the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM GEM Listing Rules is expected to be despatched to the Shareholders on or before 13 February 201825 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. As The transactions contemplated under the relevant percentage ratios of the Acquisition exceed 5% but Lazada Marketing Services Framework Agreement 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 conducted in the Listing Rules. As Vendor 1 ordinary and Vendor 2 are connected persons usual course of business on normal commercial terms or better and the Company Successor Directors expect that the highest applicable percentage ratio (other than the profit ratio) under Chapter 14A of the Listing Rules by virtue in respect of their being associates of Xxsuch transactions will be more than 5%. XxAs such, an executive Director and upon the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction completion of the Company De-SPAC Transaction, and in absence of the grant of a waiver by the Stock Exchange, these transactions are subject to reporting, annual review and announcement requirements and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. APPLICATION FOR WAIVER The transactions described in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section constitute the continuing connected transactions under the Listing Rules, which is are exempt from the independent Shareholders’ approval requirement but subject to the reporting, annual review and announcement requirements of the Listing Rules. The transactions described in “— (B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section constitute the continuing connected transactions under the Listing Rules, which are subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements of the Listing Rules. In respect of these continuing connected transactions, pursuant to Rule 14A.105 of the Listing Rules, the Successor Company has applied for, and the Stock Exchange [has granted], waivers exempting the Successor Group from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “— (A) Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements but exempt from the Independent Shareholders’ Approval Requirement” in this section; and (ii) the announcement, circular and independent Shareholders’ approval requirements in respect of the continuing connected transactions as disclosed in “—(B) Continuing Connected Transaction subject to the Reporting, Annual Review, Announcement and Independent Shareholders’ Approval Requirements” in this section, subject to the condition that the aggregate amounts of the continuing connected transactions for each financial year shall not exceed the relevant amounts set forth in the respective annual caps (as stated above). Apart from the above waivers sought on the strict compliance of the announcement and independent Shareholders’ approval requirements, the Successor Company will comply with the relevant requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates If any terms 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for under the aforementioned, no other Director has a material interest agreements mentioned above are altered or if the Successor Company enters into any new agreements with any connected person in the Acquisition and therefore has abstained from voting on future, the board resolutions Successor Company will fully comply with the relevant requirements under Chapter 14A of the Company to approve the Agreement Listing Rules unless we apply for 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has obtain a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation separate waiver from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018Stock Exchange.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of this announcement, the Borrower, a non-wholly owned subsidiary of the Acquisition exceed 5Company, is owned as to 49% but are under 25%by the Lender and hence, the Acquisition constitutes Lender is a discloseable transaction connected person of the Company under Chapter 14 at the subsidiary level. Accordingly, the Loan Agreement and the Share Mortgage contemplated thereunder constitute connected transactions between the Group and the Lender at the subsidiary level. As the Loan Agreement and the Share Mortgage contemplated thereunder have been approved by the Board and the independent non-executive Directors have confirmed that the respective terms of the Listing Rules Loan Agreement and is the Share Mortgage are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, the Loan Agreement and the Share Mortgage contemplated thereunder will constitute a connected transaction which are subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 14A Rule 20.99 of the GEM Listing Rules. As Vendor 1 and Vendor 2 are associates However, for the purpose of Xx. Xxcommitting to higher corporate governance, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions drawdown of the Company to approve Loan is conditional upon, among the others, the Loan Agreement and the transactions contemplated thereunderShare Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. Save for To the aforementionedbest of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no other Director has a material interest in the Acquisition and therefore has abstained Shareholder is required to abstain from voting on the board resolutions of if the Company were to approve the Agreement and the transactions contemplated thereunderconvene a general meeting for such approval. The SGM will be convened and held to consider andXx. Xxxxx Xxx Xx, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, being the controlling Shareholder holding 700,678,005 Shares (3,765,987,973 Shares, representing approximately 70.2570.57% of the entire issued share capital of the Company) Shares as at the date of this announcement, and its associates shall be required to abstain from voting on has given her written approval for the resolution of Loan Agreement, the Company in approving the Agreement Share Mortgage and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief such written approval can be accepted in lieu of the Directors, no other Shareholder has holding a material interest in the Acquisition and is required to abstain from voting on the resolution general meeting of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established pursuant to give a recommendation to the Independent Shareholders as to whether the terms Rule 20.35 of the Agreement are on normal commercial terms and fair and reasonableGEM Listing Rules. As a result, whether the Acquisition is in the interests no special general meeting of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to advise Rule 20.35 of the Independent Board Committee and the Independent Shareholders in this regardGEM Listing Rules. A circular containing, among other thingsthe others, (i) details of the Agreement; (ii) information about the Company, the Target Loan Agreement and the Subject Companies; (iii) Share Mortgage as well as other information as required under the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM GEM Listing Rules is expected to be despatched to the Shareholders on or before 13 February 201825 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. As the relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes Semizbay-U is a discloseable transaction connected person of the Company under Chapter 14 as at the date of this announcement, the entering into of the Listing Rules Purchase Contract and is subject to the announcement and reporting requirements in transactions contemplated thereunder constitute a continuing connected transaction on the Listing Rules. As Vendor 1 and Vendor 2 are connected persons part of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of XxRules. XxAs the relevant percentage ratios on an annual basis are more than 5%, an executive Director the Purchase Contract and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is transactions contemplated thereunder are subject to the reportingannouncement, announcement reporting and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Upon completion of the Company Acquisition, as Beijing Sino-Kazakh will become a wholly owned subsidiary of the Group, Semizbay-U will cease to be a connected person of the Company. An EGM will be convened and held for the Independent Shareholders to approve the Agreement Purchase Contract and the transactions contemplated thereunder. Save for the aforementionedCGNPC, no other Director has a material interest in the Acquisition CGNPC-URC and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement China Uranium Development 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 entire issued share capital of the Company) as at the date of this announcement, and its their respective associates shall be required to abstain from voting on regarding the resolution of the Company in relevant resolution(s) approving the Agreement Purchase Contract and the transactions contemplated thereunder at the SGMEGM. Save for Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xx. Xxxx Xxxxxx and Xx. Xxx Xxxxxx have abstained from voting at the aforementioned and Board meeting approving the Purchase Contract due to the best knowledgepotential conflict of interests as a result of their holding of positions as directors in CGNPC-URC. Mr. Xx Xxxxxx has also abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of being a director of Semizbay-U. Other than the above, information and belief none of the Directors, no other Shareholder Directors has a material interest in the Acquisition and is required to abstain purchase of Natural Uranium as contemplated under the Purchase Contract nor has any of them abstained from voting on the resolution in respect of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMrelevant board resolution. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to advise the Independent Shareholders as to whether regarding the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company Purchase Contract and the Shareholders transactions contemplated thereunder. Xxxxxx Financial has been appointed as a whole and as to voting at the SGM. An independent financial adviser will be appointed Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regardas to the fairness and reasonableness of the Purchase Contract and the transactions contemplated thereunder. A circular containing, among other thingsothers, (i1) details of the AgreementPurchase Contract; (ii2) information about the Company, the Target and the Subject Companies; (iii) the recommendation letter from the Independent Board Committee setting out the recommendation in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser relation to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.Purchase Contract;

LISTING RULES IMPLICATIONS. As one of the relevant applicable percentage ratios in respect of the Acquisition exceed 5% but are transactions contemplated under 25%, the Acquisition constitutes a discloseable transaction of the Company Equity Transfer Agreement calculated under Chapter 14 of the Listing Rules exceeds 5% but all the applicable percentage ratios are less than 25%, the transactions contemplated under the Equity Transfer Agreement constitute a discloseable transaction of the Company and is are subject to the reporting and announcement and reporting requirements in under Chapter 14 of the Listing Rules. As Vendor 1 Tsinlien is the controlling Shareholder of the Company, which directly and Vendor 2 are connected persons indirectly holds a total of 673,759,143 shares of the Company, representing approximately 62.81% of the total issued shares of the Company under Chapter 14A as at the 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 Listing Rules by virtue of their being associates of XxCompany. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Accordingly, the Acquisition transactions contemplated under the Equity Transfer Agreement also constitutes a constitute connected transaction transactions of the Company which is Company, and are subject to the reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 Tsinlien and Vendor 2 are its associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition and has abstained will abstain from voting on the board resolutions ordinary resolution to be proposed at the EGM for the approval of the Company to approve the Equity Transfer Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to advise the Independent Shareholders as to whether the terms in respect of the Equity Transfer Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders transactions contemplated thereunder. Red Sun Capital Limited has been appointed as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regardrespect of the Equity Transfer Agreement and the transactions contemplated thereunder. A circular containing, among other thingsinter alia, details of (i) details the terms of the AgreementEquity Transfer Agreement and the transactions contemplated thereunder; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the AcquisitionEquity Transfer Agreement and the transactions contemplated thereunder; (iviii) the letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the AcquisitionEquity Transfer Agreement and the transactions contemplated thereunder; and (viv) a notice to convene the notice of the SGM is expected to EGM, will be despatched to the Shareholders on or before about 13 February 2018July 2020.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the relevant percentage ratios ultimate controlling shareholder of the Acquisition exceed 5% but Company, they are under 25%therefore connected persons of the Company. Accordingly, the Acquisition constitutes a discloseable transaction transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company under Chapter 14 Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the Listing transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and is subject to the announcement and reporting requirements in 14A.81 of the Listing Rules. As Vendor 1 one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and Vendor 2 the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected persons transactions of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter Chapters 14 and 14A of the Listing Rules. As Vendor 1 The Directors (other than the INEDs, whose views and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest opinions will be included in the Acquisition and has abstained from voting on circular to be despatched to the board resolutions of Shareholders) consider that, although the Company to approve transactions contemplated under the COFCO International Master Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest Capital Increase Agreement are not in the Acquisition ordinary and therefore has abstained from voting on the board resolutions usual course of business of the Company to approve Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the transactions contemplated thereunder. The SGM will be convened Capital Increase Agreement is fair and held to consider andreasonable, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chanceterms thereof are fair and reasonable, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is are in the interests of the Company and the Shareholders as a whole and as to voting at the SGMwhole. An independent financial adviser will be appointed The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee and Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders in this regard. A circular containing, among other things, (i) details on the matters under Rule 14A.40 of the Agreement; (ii) information about Listing Rules. According to the articles of association of the Company, only the Target INEDs shall vote on the approval of the COFCO International Master Agreement and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect Capital Increase Agreement, and none of the Acquisition; (iv) INEDs has a material interest in the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018transactions thereunder.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios Purchaser is an associate of a substantial shareholder of a subsidiary of the Acquisition exceed 5% but are under 25%Company, the Acquisition constitutes Purchaser is a discloseable transaction connected person of the Company under Chapter 14 of at the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rulessubsidiary level. 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Accordingly, the Acquisition also Disposal constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing RulesCompany. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 Board (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all including the independent non-executive Directors Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are made on normal commercial terms and that its terms are fair and reasonable, whether the Acquisition is reasonable and in the interests of the Company and the Shareholders as a whole whole, the Disposal contemplated under the Equity Transfer Agreement is exempted from the circular, independent financial advice and Shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. Further, given that one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but none of such percentage ratios is 75% or above, the Disposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Equity Transfer Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as to voting at the SGMdate of this announcement. An independent financial adviser will be appointed Smart Charmer Limited has the right to advise attend and vote at the Independent Board Committee general meeting (if convened) to approve the Equity Transfer Agreement and the Independent Shareholders Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in this regardthe Disposal, no Director was required to abstain from voting on the resolution of the Board in respect of the Disposal. A circular containing, among other things, (i) details of the Agreement; (ii) further information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser Disposal will be despatched to the Independent Board Committee and Shareholders for their information on or before 24 June 2016. In order to allow sufficient time to prepare the Independent Shareholders information to be included in respect the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Acquisition; and (v) Listing Rules, which requires the notice of the SGM is expected circular to be despatched to the Shareholders on or before 13 February 2018.within 15 business days after the publication of this announcement. THE DISPOSAL On 12 May 2016, SUD entered into the Equity Transfer Agreement with the Purchaser pursuant to which SUD has agreed to sell and the Purchaser has agreed to acquire the Equity Interest, representing 40% equity interest in SUD Longcheng. THE EQUITY TRANSFER AGREEMENT Date 12 May 2016 Parties

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of the Acquisition exceed 5% but are under 25%this announcement, the Acquisition constitutes a discloseable transaction Project Company is an indirect non-wholly owned subsidiary of the Company under Chapter 14 of which 51% of its equity interest is owned by the Group, and the remaining 49% equity interest is owned by Guizhou Guian Asset Investment. As Guizhou Guian Asset Investment is a substantial shareholder of the Listing Rules Project Company and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are hence a connected persons person of the Company under Chapter 14A of at the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)subsidiary level, the Acquisition also Entrustment Agreement constitutes a connected transaction of the Company which under the requirement of Chapter 14A of the Listing Rules. Pursuant to Rule 14A.101 of the Listing Rules, a connected transaction between the listed issuer’s group and a connected person at the subsidiary level on normal commercial terms or better is exempt from the circular, independent financial advice and shareholders’ approval requirements if: (1) the listed issuer’s board of directors have approved the transactions; and (2) the independent non-executive directors have confirmed that the terms of the transaction are fair and reasonable, the transaction is on normal commercial terms 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, the Entrustment Agreement and the transactions contemplated thereunder respectively, and the Directors (including the independent non-executive Directors except for Xx. Xxxx Xxxxxxx who had abstained from voting on the Board resolutions) have confirmed that the terms of the Supplemental Agreement, Entrustment Agreement and the transactions contemplated thereunder respectively are fair and 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. As such, pursuant to Rule 14A.101 of the Listing Rules, the Supplemental Agreement, the Entrustment Agreement and the transactions contemplated thereunder are only subject to the reportingreporting and announcement requirements, announcement and Independent are exempted from the circular, independent financial advice and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios Samoa Company is wholly owned by Xx. Xxx Xxxx Xxxx, a substantial shareholder and a Director. Accordingly, Samoa Company is an associate of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction core connected person of the Company under Chapter 14 and the entering into of the Listing Rules Renewed Samoa Master Purchase Agreement and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are transactions contemplated thereunder constitute continuing connected persons of transactions for the Company under Chapter 14A of the Listing Rules Rules. Samoa Company is wholly owned by virtue of their being associates Xx. Xxx Xxxx Xxxx, a substantial shareholder and a Director. Accordingly, Xx. Xxx Xxxx Xxxx, Xx. Xxx Xxx-Xx, who is the father of Xx. Xxx Xxxx Xxxx, and Xx. Xxx Xxx-Lin, an executive Director who is the elder brother of Xx. Xxx Xxxx Xxxx, are considered to be interested in the transactions under the Renewed Samoa Master Purchase Agreement and therefore abstained from voting on the board resolutions for approving the Renewed Samoa Master Purchase Agreement and the ultimate beneficial owner transactions contemplated thereunder. As the applicable percentage ratios (other than profits ratio) in respect of Bliss Chance (the controlling Shareholder)transactions under the Renewed Samoa Master Purchase Agreement are expected to be more than 5% on an annual basis, the Acquisition also constitutes a connected transaction of the Company which is transactions contemplated thereunder will be subject to the reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition Xxx Xxxx Xxxx and has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM his associates 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the proposed resolution of the Company in approving the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMEGM. The Independent Board Committee comprising all the independent non-executive Directors has been will be established to give a recommendation to advise the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regardon the terms of the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder. A circular containing, among other things, (i) details of information on the Agreement; (ii) information about Renewed Samoa Master Purchase Agreement and the Companycontinuing connected transactions contemplated thereunder, the Target and the Subject Companies; (iii) the recommendation from recommendations of the Independent Board Committee to the Independent Shareholders in respect of relation to the Acquisition; (iv) Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder, a letter of advice from the an independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of relation to the Acquisition; Renewed Samoa Master Purchase Agreement and (v) the continuing connected transactions contemplated thereunder and the notice of for the SGM is expected EGM to approve the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder will be despatched to the Shareholders on or before 13 February 201811 October 2022.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes The Nanjing G16 Disposal itself does not constitute a discloseable notifiable transaction of the Company under Chapter 14 of the Listing Rules Rules. However, since Fujin Investment is indirectly wholly-owned by Ping An Real Estate, and is subject to the announcement investors under the Nanjing G14 Land Cooperation Agreement, Guangzhou Panyu Land Cooperation Agreement, Nanjing G09 Land Cooperation Agreement and reporting requirements in the Capital Increase Agreement are also indirectly controlled by Ping An Real Estate, accordingly, the transactions contemplated under Nanjing G16 Land Cooperation Agreement, Nanjing G14 Land Cooperation Agreement, Guangzhou Panyu Land Cooperation Agreement and Nanjing G09 Land Cooperation Agreement and the Capital Increase Agreement are considered on an aggregate basis as required under Rule 14.22 and Rule 14.23 of the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of Since the Company relevant applicable percentage ratios (as defined under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. XxRules) exceed 25% but are less than 75%, an executive Director the deemed disposals under the Previous Announcements and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes Nanjing G16 Disposal constitute a connected major transaction of the Company which and accordingly, the Nanjing G16 Disposal is subject to the reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director Shareholder has a material interest in the Acquisition and therefore has abstained Nanjing G16 Disposal, none of the Shareholders is required to abstain from voting on if the board resolutions Company were to convene a general meeting for the approval of the Company to approve Nanjing G16 Disposal. As at the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider anddate of this announcement, if thought fitSuccess Well directly owns an aggregate of 3,646,889,329 Shares, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.2574.35% of the entire issued share capital of the Company) . Pursuant to Rule 14.44 of the Listing Rules, Success Well had given a written shareholder’s approval for the Nanjing G16 Land Cooperation Agreement and the Nanjing G16 Disposal. Accordingly, such written approval will be accepted in writing in lieu of a general meeting to approve the Nanjing G16 Land Cooperation Agreement and the Nanjing G16 Disposal. Therefore, no general meeting will be held to approve the same. It is expected that the Company will despatch a circular containing further details of the Nanjing G16 Disposal and further information as required under the Listing Rules for the Shareholders’ information on or before 24 October 2014. Based on the available information as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution Conditional Repurchase constitutes a discloseable transaction under Chapter 14 of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. 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 Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018Listing Rules.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of this announcement, Eastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.20% of the Acquisition exceed 5% but are under 25%Shares through its wholly-owned subsidiary, namely Beijing Infrastructure Investment (Hong Kong) Limited, thus BII is the Acquisition constitutes ultimate holding company of the Company and Eastern Creation II is therefore a discloseable transaction connected person 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 Therefore, the transaction contemplated under the Loan Extension Agreement and Vendor 2 are the New Share Charge Agreement constitutes a connected persons of transaction for the Company under Chapter 14A of the Listing Rules by virtue Rules. As certain applicable percentage ratios in respect of their being associates of Xx. Xx, an executive Director the transaction contemplated under the Loan Extension Agreement and the ultimate beneficial owner New Share Charge Agreement are more than 5% and the principal amount of Bliss Chance (the controlling Shareholder)Remaining Loan exceeds HK$10 million, the Acquisition also constitutes a connected transaction of Loan Extension Agreement and the Company which is New Share Charge Agreement are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 THE EGM An EGM will be convened and Vendor 2 are associates of Xx. Xxheld for the Independent Shareholders to consider, Xx. Xx is considered to have a material interest in and if thought fit, approve, the Acquisition and has abstained from voting on Loan Extension Agreement, the board resolutions of the Company to approve the New Share Charge Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition BII and therefore has abstained its associates will abstain from voting on at the board resolutions EGM in respect of the Company to approve resolution(s) approving the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. The SGM will be convened Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx and held Xx. Xxxxx Xxxxx, has been established to consider andadvise the Independent Shareholders in respect of the Loan Extension Agreement, if thought fit, approve the New Share Charge Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to appointed VC Capital Limited as the Independent Shareholders as Financial Adviser to whether the terms of the Agreement are on normal commercial terms provide advice and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; Loan Extension Agreement, the New Share Charge Agreement and (v) the notice transactions contemplated thereunder. A circular containing, among other things, further particulars of the SGM Loan Extension Agreement and the New Share Charge Agreement, 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 13 February 201812 November 2021.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios Shanghai Pharmaceuticals is a promoter of the Acquisition exceed 5% but are under 25%Company and a substantial Shareholder, the Acquisition constitutes and therefore is a discloseable transaction connected person 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 The Transactions under the Sales and Vendor 2 are Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company and therefore, constitute continuing connected persons transactions of the Company under Chapter 14A the Listing Rules. Since the highest applicable percentage ratio in respect of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director proposed annual caps for the two years ending 31 December 2020 for the Transactions under the Sales and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)Distribution Agreement exceeds 5%, the Acquisition also constitutes a connected transaction of the Company which is Transactions are subject to the reporting, announcement announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 Shanghai Pharmaceuticals and Vendor 2 its associates, holding approximately 22.77% of the total issued share capital of the Company as at the date of this announcement, are associates required to abstain from voting on the resolution at the EGM for approving the Sales and Distribution Agreement and the proposed annual caps. Save as mentioned above, to the best of Xx. Xxthe Directors’ knowledge, Xx. Xx is considered to have a information and belief, none of the other Shareholders has any material interest in the Acquisition Transactions and therefore will be required to abstain from voting on the relevant resolution at the EGM. Xx. Xxxx Xx, the Director, has abstained from voting on the board resolutions of Board resolution approving the Company to approve the Sales and Distribution Agreement and the transactions contemplated thereundersince he serves as a director at Shanghai Pharmaceuticals. Save for the aforementionedas mentioned above, no other Director has a material interest in the Acquisition Transactions and therefore hence no other Director has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereundersuch Board resolution. The SGM will be convened and held to consider and, if thought fit, approve Board has appointed the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee Committee, comprising all the four independent non-executive Directors has been established Directors, to give a recommendation to advise the Independent Shareholders as in relation to whether the terms of the Sales and Distribution Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGMproposed annual caps. An independent financial adviser will be The Independent Financial Adviser, Grande Capital Limited, has also been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the AgreementSales and Distribution Agreement and the proposed annual caps; (ii) information about a letter from the Company, Independent Financial Adviser containing its advice to the Target Independent Board Committee on the Sales and Distribution Agreement and the Subject Companiesproposed annual caps; and (iii) the recommendation a letter from the Independent Board Committee in respect of containing its recommendation on the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee Sales and Distribution Agreement and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM proposed annual caps, is expected to be despatched to the Shareholders on or before 13 February 201811 October 2019, since the Company needs more time to prepare and finalise certain information to be contained in the circular. GENERAL INFORMATION The Company is principally engaged in the research, development and selling of self- developed bio-pharmaceutical know-how, carrying out contracted research for customers, manufacturing and selling of medical products in the PRC. Shanghai Pharmaceuticals is a joint stock limited company incorporated in the PRC, whose A shares and H shares are listed on the Shanghai Stock Exchange and the Stock Exchange respectively. Shanghai Pharmaceuticals is principally engaged in research and development, manufacturing and sale of a broad range of pharmaceutical and healthcare products; pharmaceutical distribution, warehousing, logistics, and other value-added pharmaceutical supply chain solutions and related services to pharmaceutical manufacturers and dispensers, such as hospitals, distributors and retail pharmacies; and operation of a network of retail pharmacy stores.

LISTING RULES IMPLICATIONS. As TCL Corporation, being the relevant percentage ratios ultimate controlling shareholder of the Acquisition exceed 5Company (currently holding approximately 64.95% but are under 25%of the issued share capital of the Company), the Acquisition constitutes is a discloseable transaction connected person 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 Therefore, the transactions contemplated under the Master Supply (Sale) Agreement (2015) constitute continuing connected persons transactions of the Company under Chapter 14A Company. As one or more of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and applicable percentage ratios (other than the ultimate beneficial owner of Bliss Chance (profits ratio) with reference to the controlling Shareholder)Proposed Annual Caps exceed 5%, the Acquisition also constitutes a continuing connected transaction of the Company which is transactions contemplated thereunder are subject to the reporting, announcement and announcement, Independent Shareholders’ ' approval and annual review requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates Notwithstanding that the applicable percentage ratios with reference to the Proposed Annual Caps exceed 25%, pursuant to Rule 14.04(1)(g) of Xx. XxListing Rules, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on transactions contemplated under the board resolutions Master Supply (Sale) Agreement (2015) do not constitute major transactions of the Company to approve the Agreement and the since these are transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest of revenue nature in the Acquisition ordinary and therefore has abstained from voting on the board resolutions usual course of the Company to 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 entire issued share capital business of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The An Independent Board Committee comprising all the independent non-executive Directors has been will be established to give a recommendation to advise the Independent Shareholders as to whether on the terms of the Master Supply (Sale) Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company (2015) and the Shareholders as a whole and as to voting at the SGMProposed Annual Caps. An The Company will also appoint an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A The Company will dispatch to the Shareholders a circular containing, among other things, (i) containing further details of the Agreement; Master Supply (iiSale) information about the Company, the Target Agreement (2015) and the Subject Companies; (iii) the recommendation Proposed Annual Caps, letters from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders 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 Acquisition; 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 transactions contemplated under the Master Supply (vSale) Agreement (2015). Therefore, all Directors are entitled to vote pursuant to the notice 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 SGM 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 expected to be despatched to a major PRC conglomerate that designs, develops, manufactures and markets a wide range of the Shareholders electronic, telecommunications, information technology and electrical products. For more information on or before 13 February 2018TCL Corporation, please visit TCL Corporation's official website at xxxx://xxx.xxx.xxx (the information that appears in this website does not form part of this announcement).

LISTING RULES IMPLICATIONS. As Bloomage Property is ultimately owned as to 100% by Xx. Xxxx, the relevant percentage ratios chairman, controlling shareholder, and an executive Director of the Acquisition exceed 5% but are under 25%Company. As such, Bloomage Property is a connected person of the Company. Accordingly, the Acquisition constitutes a discloseable transaction of Renewed 2016 Property Leasing Agreement and 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 transactions contemplated thereunder constitute continuing connected persons transactions of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of XxRules. Xx, an executive Director and As all the ultimate beneficial owner of Bliss Chance (applicable percentage ratios for the controlling Shareholder)transactions contemplated under the Renewed 2016 Property Leasing Agreement are less than 5%, the Acquisition also constitutes a connected transaction of transactions contemplated under the Company which Renewed 2016 Property Leasing Agreement is subject to the reporting, annual review and announcement and Independent Shareholdersrequirements, but is exempted from the independent shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to To the best knowledge, information and belief of the Company having made all reasonable enquiries, as at the date of this announcement, none of the Directors, no other Shareholder has a save for Xx. Xxxx, have any material interest interests in the Acquisition Renewed 2016 Property Leasing Agreement and transactions contemplated thereunder. As such, no Director, save for Xx. Xxxx, is required to abstain from voting on the resolution relevant board resolutions to approve the Renewed 2016 Property Leasing Agreement. INTERNAL CONTROL FOR THE GROUP’S CONTINUING CONNECTED TRANSACTIONS The pricing policy for all the continuing connected transactions of the Group will be supervised and monitored by the relevant personnel and management of the Group in charge to ensure the relevant continuing connected transaction is conducted on normal commercial terms and will not be prejudicial to the interests of the Company in approving and its Shareholders as a whole. The relevant personnel and management of the Agreement Group will conduct regular checks to review and assess whether the transactions contemplated thereunder at under the SGMrelevant continuing connected transaction are conducted in accordance with the terms of its respective agreement and will also regularly update the market price for the purpose of considering if the price charged for a specific transaction is fair and reasonable. The Independent Board Committee comprising all the independent non-executive Directors has would continue to review the transactions contemplated under the relevant continuing connected transaction and its auditors would also conduct an annual review on the pricing terms and annual cap thereof. Accordingly, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the relevant continuing connected transaction have been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are and will be conducted on normal commercial terms and fair and reasonable, whether the Acquisition is in not prejudicial to the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018whole.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios 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 Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction shares of the Company in issue and a controlling shareholder (as defined under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules) of the Company. As Vendor 1 and Vendor 2 are Accordingly, the Lender is a connected persons person of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. XxRules, an executive Director and the ultimate beneficial owner of Bliss Chance (transaction contemplated under the controlling Shareholder), the Acquisition also Loan Agreement constitutes a connected transaction of the Company which under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios in respect of the transaction contemplated under Loan Agreement is more than 5% and all are below 25%, the entering of the Loan Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM THE EGM An EGM will be convened and held for the Independent Shareholders to consider andconsider, and if thought fit, approve approve, the Agreement and the transactions Transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, Jiayou and its associates shall be required to will abstain from voting on at the EGM in respect of the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMTransactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Shaomu, Xx. Xxxx Yinping and Xx. Xxx Gensheng, has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) Transactions. Gram Capital will be appointed as the letter of Independent Financial Adviser to provide advice from the independent financial adviser and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice Transactions. A circular containing, among other things, further particulars of the SGM 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 Shareholders on or before 13 February 201820 December 2019.

LISTING RULES IMPLICATIONS. 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 Acquisition exceed 5Entrusted Loan Agreement were more than 2.5% but are under 25%and the total value of the assistance exceeded HK$10,000,000, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is Entrusted Loan would have been 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A 20 of the GEM Listing Rules. As Vendor 1 Further, pursuant to Rule 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 Vendor 2 are associates 20 of Xxthe GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. Xx, Xx. Xx is considered The Company has forthwith admitted the breaches to have a material interest in the Acquisition Stock Exchange and has abstained from voting on taken steps to rectify the board resolutions breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Agreement and the transactions contemplated thereunderEntrusted Loan. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The An Independent Board Committee comprising all the independent non-executive Directors has been will be established to give a recommendation to advise the Independent Shareholders as in relation to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGMEntrusted Loan. An independent financial adviser Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regardrelation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among other thingsothers, (i) further details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation Entrusted Loan Agreement together with a letter from the Independent Board Committee in respect of to the Acquisition; (iv) the Independent Shareholders and a letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to will be despatched to the Shareholders on or before 13 February 2018as soon as practicable.

LISTING RULES IMPLICATIONS. As Under the relevant Listing Rules, the transactions contemplated under the Qianhaiwan Equity Transfer Agreement and the Land Use Rights Confirmation Contract will be aggregated and treated as if they were one transaction. Since the applicable percentage ratios set out in Rule 14.07 of the Acquisition exceed Listing Rules in respect of these transactions as aggregated are more than 5% but are under less than 25%, the Acquisition constitutes a these transactions constitute discloseable transaction and connected transactions of the Company Company, and are subject to (i) the notification and announcement requirements under Chapter 14 of the Listing Rules and is subject to (ii) the announcement announcement, shareholders’ approval, circular and annual 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM EGM will be convened for the purpose of considering, and held to consider and, if thought fit, approve approving the Qianhaiwan Equity Transfer Agreement and the transactions contemplated thereunderLand Use Rights Confirmation Contract. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, CMG and its associates shall be are required to abstain from voting on the resolution of the Company in ordinary resolutions approving the Qianhaiwan Equity Transfer Agreement and the transactions contemplated thereunder Land Use Rights Confirmation Contract at the SGMEGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The An Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to advise the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser Financial Adviser has been engaged to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; Qianhaiwan Equity Transfer Agreement and (v) the Land Use Rights Confirmation Contract. As additional time is required to prepare the property valuation report for inclusion in the circular, the circular containing, among other things, the advice of the Independent Financial Adviser, the recommendations of the Independent Board Committee in relation to the Qianhaiwan Equity Transfer Agreement and the Land Use Rights Confirmation Contract, the property valuation report on the parcel of land held by Qianhaiwan Property and the Jetty III Land and the notice of the SGM EGM, is expected to be despatched dispatched to the Shareholders on or before 13 February 20187 November 2016.

LISTING RULES IMPLICATIONS. As at the relevant percentage ratios date of this announcement, whilst HOWO Auto Finance Company’s equity interest is held directly by the Acquisition exceed 5% but are under 25Company as to 50%, the Acquisition constitutes a discloseable transaction majority of the board of directors of HOWO Auto Finance Company under Chapter 14 is appointed and controlled by the Company, and therefore HOWO Auto Finance Company is a non-wholly owned subsidiary of the Listing Rules and is subject to the announcement and reporting requirements in the Listing RulesCompany. 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 ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As 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 Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to 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 ChanceGiven that CNHTC, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital shareholder of the Company) , directly holds 20% of HOWO Auto Finance Company’s equity interest as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution HOWO Auto Finance Company is also a connected subsidiary of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and pursuant to the best knowledge, information and belief Rule 14A.16 of the DirectorsListing Rules. Accordingly, no other Shareholder has the transaction contemplated under the Capital Increase Agreement constitute a material interest in connected transaction under Chapter 14A of the Acquisition and is required to abstain from voting Listing Rules on the resolution part of the Company in approving the Agreement and the transactions contemplated thereunder at the SGMCompany. 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 As one or more of the Agreement are on normal commercial terms and fair and reasonable, whether applicable percentage ratios (other than the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (iprofits ratio) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the Acquisition; (iv) the letter capital contribution by the Company and Ji’nan Power pursuant to the Capital Increase Agreement are more than 0.1% but all are less than 5%, the entering into of advice the Capital Increase Agreement and the transaction contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the independent financial adviser shareholders’ approval requirement under the Listing Rules. TERMINATION OF CONTINUING CONNECTED TRANSACTIONS References are made to the Independent Board Committee announcements of the Company dated 31 March 2016 and 30 August 2017, and the Independent Shareholders circular of the Company dated 26 May 2016, respectively in relation to, among others, the Terminated Agreements. As mentioned in the paragraph headed “The Capital Increase Agreement — Capital Increase” of this announcement, upon completion of the Capital Increase and the necessary applications for registration of changes with the relevant PRC authority, HOWO Auto Finance Company will cease to be a connected subsidiary of the Company. In view of the aforesaid and given the termination of the Prior Capital Increase Agreement, the Early Termination Agreements shall become effective and, pursuant to which, the Terminated Agreements shall be effective from the date when HOWO Auto Finance Company ceased to be a connected subsidiary of the Company. Neither party is required to pay any compensation or penalty to the other party in respect of the Acquisition; and (v) the notice early termination of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018Terminated Agreements.

LISTING RULES IMPLICATIONS. As the relevant percentage ratios The entering into of the Acquisition exceed 5% but are under 25%, Agreement and the Acquisition constitutes Disposal constitute a discloseable major transaction on the part of the Company under Chapter 14 of the Listing Rules and is are subject to the announcement and reporting the Shareholders’ approval requirements in under Chapter 14 of the Listing Rules. As Vendor 1 Xx. Xxxx is a connected person of the Company, the entering into of the Agreement and Vendor 2 are the transactions contemplated thereunder constitute a connected persons transaction on the part of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of XxRules. XxAs the relevant percentage ratios on an annual basis are more than 5%, an executive Director the Agreement and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder)transactions contemplated thereunder are subject to, the Acquisition also constitutes a connected transaction of the Company which is subject to the reportingamong others, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 An EGM will be convened and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in held for the Acquisition and has abstained from voting on the board resolutions of the Company Independent Shareholders to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition Xx. Xxxx and therefore has abstained from voting on the board resolutions of the Company to 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 entire issued share capital of the Company) as at the date of this announcement, and its his associates shall be required to abstain from voting on regarding the resolution of the Company in relevant resolution(s) approving the Agreement and the transactions contemplated thereunder at the SGMEGM. As at the date of this announcement, Xx. Xxxx is interested in 82,920,000 Shares, representing approximately 1.70% of the issued share capital of the Company. Save for the aforementioned and as disclosed, to the best knowledge, information and belief of the DirectorsDirectors and having made reasonable enquiries, no other Shareholder has a material interest is involved in or interested in the Acquisition and is required Disposal which requires him to abstain from voting on the resolution of proposed resolution(s) to approve the Company Disposal at the EGM. Xx. Xxxx has abstained from voting at the board meeting approving the Agreement due to his interests in approving the Agreement and the transactions contemplated thereunder at the SGMDisposal. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation 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 Agreement and the transactions contemplated thereunder are on normal commercial terms and terms, fair and reasonable, whether the Acquisition is reasonable and in the interests of the Company and the Independent Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regardwhole. A circular containing, among other thingsothers, (i1) details of the Agreement; (ii2) information about the Company, the Target and the Subject Companies; (iii) the recommendation letter from the Independent Board Committee setting out the recommendation in respect of the Acquisition; (iv) the letter of advice from the independent financial adviser relation to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.Agreement;