Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. As at Hanergy Holding is the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons controlling Shareholder of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as and is therefore a result connected person of the entering into Company under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 millionListing Rules. As such, the transactions under entering into of the Fourth HK Lease Renewal Master Supply Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will transactions contemplated thereunder constitute one- off continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. As one or more , which is subject to reporting and announcement requirements, and the applicable percentage ratios in respect Independent Shareholders’ approval at the SGM by way of poll under Chapter 14A of the Fourth HK Lease Renewal Listing Rules. Hanergy Holding and 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 PRC Lease Supplemental Agreement are more than 1Annual Caps. Hanergy Holding and its associates were interested in 30,452,024,510 Shares, representing approximately 73.14% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at issued share capital of the subsidiary level; (ii) Company. Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Directors have approved the Fourth HK Lease Renewal Master Supply Agreement and the PRC Lease Supplemental Agreement; transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolutions to approve the Master Supply Agreement and the transactions contemplated thereunder. The Independent Board Committee (iii) which consists all the independent non-executive Directors have confirmed that Directors) has been established to consider the terms of the Fourth HK Lease Renewal Master Supply Agreement (including the Annual Caps) and to advise the PRC Lease Supplemental Independent Shareholders as to whether the terms of the Master Supply Agreement are fair and reasonable (including the Annual Caps) and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement thereunder are on normal commercial terms, in the ordinary fair and usual course of business of the Group reasonable and in the interests of the Company and its the Shareholders as a 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 its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders to consider the terms of the Master Supply Agreement (including the Annual Caps) and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirementsthereunder. A circular containing, but are exempt from the circularamong other things, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A further details of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Master Supply Agreement and the transactions contemplated respectively thereunder thereunder, a letter of recommendation from the Independent Board Committee, a letter of advice from the independent financial adviser to the Independent Board Committee and hence no Director is required to abstain from voting the Independent Shareholders on the relevant resolutions Master Supply Agreement and a notice convening the SGM will be despatched to the Shareholders within 15 business days after publication of this announcement in compliance with the Board approving the sameListing Rules.

LISTING RULES IMPLICATIONS. The Rights Issue, if proceeded with, will increase the issued share capital of the Company by more than 50%, In accordance with Rule 7.19A and Rule 7.27A of the Listing Rules, the Rights Issue is conditional on approval by the Independent Shareholders (comprising both the Qualifying Shareholders and the Non-Qualifying Shareholders) at the SGM at which the controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) relating to the Rights Issue at the SGM. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 milliondoes not have any controlling shareholders. As such, the transactions under Directors (excluding independent non-executive Directors) and their associates shall abstain from voting in favour of the Fourth HK Lease Renewal resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the PRC Lease Supplemental transactions contemplated thereunder at the SGM. The Underwriter, Eastmount Global Limited, is wholly-owned by the trustee of a family trust under which Xx. Xx Xxxxxx, being an executive Director, is a discretionary beneficiary. The Underwriter shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement will be recognised and the transactions contemplated thereunder at the SGM. Save for the interest of Xx. Xx Xxxxxx in the Shares held by the Underwriter through her role as acquisitions a discretionary beneficiary of right-of-use assets which will constitute one- off connected transactions the discretionary trust by virtue of Part XV of the SFO as disclosed above, as at the date of this announcement, none of the Directors holds any Shares. Further, the Underwriter, Eastmount Global Limited, is a substantial shareholder of the Company and therefore a connected person of the Company. Accordingly, the transaction contemplated under the Underwriting Agreement constitute a connected transaction for the Company under the Listing Rules and the Underwriting Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more The Underwriter shall abstain from voting in relation to the applicable percentage ratios resolution(s) in respect of relation to the Fourth HK Lease Renewal Underwriting Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements SGM pursuant to Chapter 14A Rule 14A.36 of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Company will recognize a right-of-use asset on its consolidated statement of financial position in respect of the Lease. Accordingly, the entering into of the Lease will be regarded as an acquisition of asset by the Group for the purpose of the Listing Rules. As the Tenant is an indirect wholly-owned subsidiary of the Company, the entering into of the Lease is regarded as a transaction for the Company under the Listing Rules as the definition of “listed issuer” under the Listing Rules includes the listed issuer’s subsidiaries. As at the date of this announcement, Classic Winner and Jinheming are owned the Company is held as to 50% and 50approximately 73.50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectivelyAGL, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries being a Substantial Shareholder of the Company. Classic Winner The Landlord is an indirect wholly-owned subsidiary of AGL and Jinheming are therefore is regarded as a connected persons person of the Company at under the subsidiary levelListing Rules. In accordance with HKFRS 16 applicable to the CompanyAccordingly, as a result of the entering into of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will would constitute one- off a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1exceeds 0.1% but is less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole%, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are is subject to the reporting and announcement requirements, requirements but are is exempt from the circular, circular (including independent financial advice advice) and independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.76(2) of the Listing Rules. None As at the date of this announcement, (i) Xx. Xxx Xxxx Xxxxx (the Group Executive Chairman and an Executive Director of the Company), Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxx are the trustees of Xxx and Xxx Xxxxx, being a discretionary trust which together with the personal interest of Xx. Xxx Xxxx Xxx, controls approximately 74.99% interest in the total number of shares in issue of AGL; and (ii) the provision of residential accommodation is part of Xx. Xxx Xxxx Xxxxx’x employment contract. Accordingly, Xx. Xxx Xxxx Xxxxx is deemed to be interested in the Lease and has abstained from voting on the relevant board resolutions of the Company. Apart from the above, none of the Directors has any material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director or is otherwise required to abstain from voting on the relevant board resolutions of the Board Company approving the sameentering into of the Lease and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are CE Hong Kong is interested in 15approximately 49.74% equity interest in KEE International BVI through Keen New of the total issued share capital of the Company and are directors of certain subsidiaries is a controlling shareholder of the Company. Classic Winner To the best of the Directors’ knowledge, information and Jinheming are therefore belief and having made all reasonable enquiries, as at the date of this announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of CE Hong Kong, is a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable pursuant to the CompanyListing Rules. Accordingly, as a result each of the entering into entry of the Fourth HK Lease Renewal Supplemental Agreement and the PRC Lease Supplemental Agreement, payment of the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount Use of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Capital Fee constitutes a connected transactions of transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Fourth HK Lease Renewal Use of Capital Fee payable by Pioneer Act to the JV Partner is more than 0.1% but all of them are less than 5%, the Supplemental Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons payment of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms Use of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement Capital Fee are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to requirements, under Chapter 14A of the Listing Rules. None of the Directors has have a material interest in the Fourth HK Lease Renewal AgreementSupplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, Xx. Xxx Xxxxx (being a Director of the PRC Lease Company and a director of CE Hong Kong) had abstained from voting on the relevant Board resolution approving the Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director thereunder. Pioneer Act is required to abstain from voting on a company incorporated under the relevant resolutions laws of the Board approving British Virgin Islands with limited liability. It engages in the samebusiness of investment holding and is a wholly owned subsidiary of the Company. The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing. The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as at the date hereof and is principally engaged in investment holding. CE Group is a joint stock company incorporated under the laws of the PRC and an indirect controlling shareholder of the Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. The Joint Venture is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the Joint Venture is owned as to approximately 16.67% by Pioneer Act and 83.33% by the JV Partner.

LISTING RULES IMPLICATIONS. As at the date Purchaser is an associate of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors a substantial shareholder of certain subsidiaries a subsidiary of the Company. Classic Winner and Jinheming are therefore , the Purchaser is a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to Accordingly, the Disposal constitutes a connected transaction of the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that Board (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) including the independent non-executive Directors have Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement that its terms are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its the Shareholders as a whole, the transactions Disposal contemplated under the Fourth HK Lease Renewal Equity Transfer Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt is exempted from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.101 of the Listing Rules. None Further, given that one or more of the Directors 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 Fourth HK Lease Renewal Agreement, Disposal under the PRC Lease Supplemental 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 transactions contemplated respectively thereunder 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 hence the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Disposal, no Director is was required to abstain from voting on the relevant resolutions resolution of the Board approving in respect of the sameDisposal. A circular containing, among other things, further information in respect of the Disposal will be despatched to the Shareholders for their information on or before 24 June 2016. In order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of this announcement.

LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Restructuring, both on a standalone basis and when aggregated with the Previous Transactions conducted within 12 months prior to the Restructuring, are more than 5% but less than 25%, the Restructuring constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Classic Winner (i) Minmetals Assets Management (one of the Existing Minmetals Investors), and Jinheming are owned as to 50CITIC Capital (Tianjin) respectively holds 13.41% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 1510% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries the Target Company (a subsidiary of the Company. Classic Winner ), and Jinheming are therefore (ii) each of the New Minmetals Investors is a wholly-owned subsidiary of Minmetals Assets Management, thus each of Minmetals Assets Management, CITIC Capital (Tianjin) and the New Minmetals Investors is a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result level under Rule 14A.07(1) of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementListing Rules. Therefore, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Restructuring constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect Under Rule 14A.101 of the Fourth HK Lease Renewal Agreement Listing Rules, since (1) each of Minmetals Assets Management, CITIC Capital (Tianjin) and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are New Minmetals Investors is a connected persons person of the Company at the subsidiary level; , (ii2) the Directors have Board has approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementRestructuring; and (iii3) the independent non-executive Directors have confirmed that (excluding Xx. Xx Xxxxxxx who abstained from the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and voting to approve the transactions contemplated under the Fourth HK Lease Renewal Agreement Restructuring Agreement) have confirmed that (i) the terms of the Restructuring are fair and reasonable; (ii) the PRC Lease Supplemental Agreement are Restructuring is on normal commercial terms, in ; and (iii) the ordinary and usual course of business of the Group and Restructuring is in the interests of the Company and its Shareholders shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are Restructuring is subject to the reporting and announcement requirements, but are and is exempt from the circular, independent financial advice and independent Shareholdersshareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. In accordance with HKFRS 16 “Leases”, the Company will recognize a right-of-use asset on its consolidated statement of financial position in respect of the Lease. Accordingly, the entering into of the Lease will be regarded as an acquisition of asset by the Group for the purpose of the Listing Rules. As the Tenant is an indirect wholly-owned subsidiary of the Company, the entering into of the Lease is regarded as a transaction for the Company under the Listing Rules as the definition of “listed issuer” under the Listing Rules includes the listed issuer’s subsidiaries. As at the date of this announcement, Classic Winner and Jinheming are owned the Company is held as to 50% and 50approximately 62.61% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectivelyAPL, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries being a Substantial Shareholder of the Company. Classic Winner The Landlord is an indirect wholly-owned subsidiary of APL and Jinheming are therefore is regarded as a connected persons person of the Company at under the subsidiary levelListing Rules. In accordance with HKFRS 16 applicable to the CompanyAccordingly, as a result of the entering into of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will would constitute one- off a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1exceeds 0.1% but is less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole%, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are is subject to the reporting and announcement requirements, requirements but are is exempt from the circular, circular (including independent financial advice advice) and independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.76(2) of the Listing Rules. None As at the date of this announcement, (i) Xx. Xxx Xxxx Xxxxx (the Group Executive Chairman and an Executive Director of the Company), Xx. Xxx Xxxx Xxx and Xx. Xxx Xx Xxxx are the trustees of Xxx and Xxx Xxxxx, being a discretionary trust which together with the personal interest of Xx. Xxx Xxxx Xxx, controls approximately 74.95% interest in the total number of shares in issue of AGL, which is directly and indirectly interested in an aggregate of approximately 74.99% of the total number of shares in issue of APL; and (ii) the provision of residential accommodation is part of Xx. Xxx Xxxx Xxxxx’x employment contract. Accordingly, Xx. Xxx Xxxx Xxxxx is deemed to be interested in the Lease and has abstained from voting on the relevant board resolutions of the Company. Apart from the above, none of the Directors has any material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director or is required to abstain from voting on the relevant board resolutions of the Board Company approving the sameOffer Letter and the transactions contemplated thereunder. The Company is a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange. The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are financing and investing. In terms of financing, the Group operates businesses that engage in consumer finance, specialty finance and mortgage loans. In terms of investing, the Group is engaged in investment management and strategic investments. As at the date of this announcement, the Company is beneficially owned as to approximately 62.61% by APL.

LISTING RULES IMPLICATIONS. As at At the date material time of this announcementthe entering into of the Loan Transaction, Classic Winner Yingtan was a non-wholly owned subsidiary of the Company and Jinheming are was owned as to 50% and 5051% by Xxthe Borrower, 46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, respectively. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries At the material time of the Companyentering 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. Classic Winner and Jinheming are therefore 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 persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result level under Chapter 14A of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementListing Rules. Accordingly, the Group shall recognise an additional asset representing its right to use Loan Transaction constituted a connected transaction on the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions part of the Company under Chapter 14A of the Listing Rules. As one or more all of the applicable percentage ratios ratio(s) (as defined under the Listing Rules) in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement Loan Transaction are more than 1% but less than below 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole%, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are Loan Transaction constituted a connected transaction which is subject to the reporting and announcement requirements, requirements but are is exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to 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. None Rules in respect of the Directors has Loan Transaction, as and when such obligations arose. Regrettably, due to the oversight of a then executive Director who failed to report the Loan Transaction to the Board at the material interest time, the requirements to comply with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules had been overlooked. On 4 November 2020, the Borrower, being an indirect wholly-owned subsidiary of the Company, as borrower, entered into the Loan Agreement with the Lender, as lender, pursuant to which a loan in the Fourth HK Lease Renewal Agreement, amount of RMB10,000,000 (equivalent to approximately HK$11,647,000) at an interest rate of 2% per month was advanced by the PRC Lease Supplemental Agreement and Lender to the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the sameBorrower.

LISTING RULES IMPLICATIONS. Pursuant to the Listing Rules, if the Company proposes to revise the annual cap for continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transactions. As at BYD is the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are controlling Shareholder indirectly interested in 15approximately 65.76% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries the issued share capital of the Company. Classic Winner and Jinheming are therefore , it is a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Xx. XXXX Xxxxx-xx, being a non-executive Director, is also an executive director and chairman of the board of directors of BYD and is interested in approximately 19.00% of the total issued share capital of BYD as at the date of the Supplemental Agreement. Accordingly, Xx. XXXX Xxxxx-xx, being a Director who may have a material interest, had voluntarily abstained from voting on the board resolutions of the Company concerning the Supplemental Agreement. As one or more the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a wholeexceed 5%, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement constitute Non-Exempt Continuing Connected Transactions of the Company, which, together with the Proposed Annual Cap, are subject to the reporting and announcement requirementsreporting, but are exempt from the circularannouncement, independent financial advice annual review and independent Shareholdersshareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. None The Company, being a non wholly-owned subsidiary of BYD, is not a connected person of BYD under Rule 14A.16(1) of the Listing Rules as, to the best knowledge, information and belief of the Directors has material interest in after making all reasonable enquiry, (a) none of the Fourth HK Lease Renewal Agreementconnected persons of BYD is or are (individually or together) entitled to exercise, or control the PRC Lease Supplemental Agreement exercise of, 10% or more of the voting power at any general meeting of the Company; and (b) the Company is not an associate of the connected persons of BYD. Accordingly, the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on under the relevant resolutions Supplemental Agreement do not constitute connected transaction for BYD under Chapter 14A of the Board approving the sameListing Rules.

LISTING RULES IMPLICATIONS. As the Lessor was an indirect wholly-owned subsidiary of Huarong Investment, a former listed company on the Stock Exchange, the Credit Framework Agreement was a discloseable transaction of Huarong Investment at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result time of the entering into of the Fourth HK Lease Renewal Agreement transaction in 2017. Subsequent to Huarong Investment being privatized by the Company and the PRC Lease Supplemental Agreementlisting of its shares being withdrawn in November 2020, the Group shall recognise Lessor has become an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions indirect wholly- owned subsidiary of the Company Company, and thus the entering into the Settlement Agreement by the Lessor constitutes a provision of financial assistance by the Group under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under the Listing Rules in respect of the Fourth HK Lease Renewal Settlement Agreement and exceed 25%, the PRC Lease Supplemental Settlement Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons constitutes a major transaction for the Company under Chapter 14 of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement Listing Rules and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are is therefore subject to the reporting and announcement requirementsreporting, but are exempt from the announcement, circular, independent financial advice and independent Shareholders’ approval requirements pursuant requirements. As none of the Directors has a material interest in Settlement Agreement, no Director has abstained from voting on the relevant board resolutions. Pursuant to Chapter 14A Rule 14.44 of the Listing Rules. None of the Directors , (i) as no Shareholder has a material interest in the Fourth HK Lease Renewal Settlement Agreement, none of the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director Shareholders is required to abstain from voting on if the relevant resolutions Company were to convene a general meeting for the approval of the Board Settlement Agreement; and (ii) the Company intends to obtain a written shareholders’ approval from Camellia Pacific Investment Holding Limited and Right Select International Limited (佳擇國際有限公司), holding 1,830,117,664 and 2,611,438,440 shares of the Company, respectively (in aggregate representing approximately 51% of the total issued shares of the Company) for the approval of the Settlement Agreement and the transactions contemplated thereunder. As a result, no special general meeting will be convened by the Company to approve the Settlement Agreement. A circular setting out, among others, (i) further details of the Settlement Agreement; (ii) financial information of the Group; and (iii) other information required to be disclosed under the Listing Rules, is expected to be despatched to the Shareholders within 15 business days (as defined in the Listing Rules) of the publication of this announcement. However, as no special general meeting will be convened for approving the sameSettlement Agreement, the circular will be published for Shareholders’ information purpose only and will not contain any notice of the special general meeting.

LISTING RULES IMPLICATIONS. TCL Corporation, being the ultimate controlling shareholder of the Company, is a connected person of the Company under the Listing Rules. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50TCL Corporation is holding approximately 60.74% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries the issued share capital of the Company. Classic Winner and Jinheming are therefore connected persons As one or more of the Company at applicable percentage ratios (other than the subsidiary level. In accordance profits ratio) calculated with HKFRS 16 applicable reference to the Company, as a result annual caps of the entering into the Fourth HK Master Lease Renewal (2015) Agreement and the PRC Lease Supplemental Agreementexceed 0.1% but are less than 5%, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the continuing connected transactions contemplated under the Fourth HK Master Lease Renewal (2015) Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off are continuing connected transactions of the Company exempt from circular (including independent financial advice) and Shareholders' approval requirement under Rule 14A.76(2)(a) but are subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that The Directors (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) including the independent non-executive Directors have confirmed Directors) consider that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions Leases contemplated under the Fourth HK Master Lease Renewal Agreement and the PRC Lease Supplemental (2015) Agreement are on normal commercial terms, entered into or expected to be entered into in the ordinary and usual course of business of the Group Group, and the terms of the Master Lease (2015) Agreement entered into (i) are fair and reasonable; (ii) on normal/better commercial terms and in the ordinary and usual course of business of the Group; and (iii) are in the interests of the Company and its Shareholders as a whole. Xx. XX Xxxxxxxxx, Xx. XXXX Xxxxxx, Xx. XXX Xxxxxxx and Xx. XXXXX Xxxxx, being Directors, have certain interests in TCL Corporation, the percentage of which ranges from approximately 0.004% to approximately 8.57% of the issued share capital of TCL Corporation. Notwithstanding their respective interests in TCL Corporation, as each of their shareholdings is not substantial, none of them is considered as having a material interest in the transactions contemplated under the Fourth HK Master Lease Renewal Agreement (2015) Agreement. Accordingly, all Directors are entitled to vote at the Board meeting pursuant to the Company’s memorandum and articles of association. 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 Lease Supplemental Agreement are subject to and over 160 countries throughout the reporting Americas, Europe, the Middle East, Africa and announcement requirements, but are exempt from the circular, independent financial advice Asia Pacific. The Group operates its highly efficient manufacturing plants and independent Shareholders’ approval requirements pursuant to Chapter 14A research and development centres in various provinces of the Listing RulesPRC with its headquarters in Shenzhen, the PRC. None For more information, please visit the Group’s official website at xxxx://xxxxxx.xxx.xxx (the information that appears in this website does not form part of this announcement). TCL Corporation and its Subsidiaries (including the Group) is a major PRC conglomerate that designs, develops, manufactures and markets a wide range of the Directors has material interest electronic, telecommunications, information technology and electrical products. For more information on TCL 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). DEFINITIONS Unless the Fourth HK Lease Renewal Agreementcontext otherwise required, the PRC Lease Supplemental Agreement and following terms shall have the transactions contemplated respectively thereunder and hence no Director is required meaning set opposite to abstain from voting on them in this announcement: "Board" the relevant resolutions board of the Board approving the same.Directors

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity the aggregate interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 millionTrust exceeds 30%. As such, the transactions Trustee (in its capacity as the trustee of the Trust) and BVI Holding Company are associates of connected persons of the Company and therefore, they are connected persons of the Company under Rule 14A.12(1)(b) of the Fourth HK Lease Renewal Listing Rules. As such, the Referable Amount Framework Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will transactions contemplated thereunder constitute one- off continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As one or more the highest applicable percentage ratios in respect ratio of the Fourth HK Lease Renewal proposed annual caps under the Referable Amount Framework Agreement exceeds 0.1% but is less than 5%, the Referable Amount Framework Agreement and the PRC Lease Supplemental Agreement transactions contemplated thereunder are more than 1% subject to the reporting, announcement and annual review requirements but less than 5% and given that (i) Classic Winner and Jinheming are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules. Reference is made to the announcement of the Company dated 8 July 2024 in relation to the grant of Restricted Shares. Immediately following the grant of Restricted Shares, the aggregate interest of connected persons of the Company at in the subsidiary level; (ii) Trust exceeded 30%. As such, the Directors have approved Trustee and its wholly-owned subsidiary, BVI Holding Company, became associates of connected persons of the Fourth HK Lease Renewal Agreement and Company. The Company’s payments to BVI Holding Company designated by the PRC Lease Supplemental Agreement; and (iii) Trustee for purchasing Restricted Shares in the independent non-executive Directors have confirmed open market constitute connected transactions of the Company. Given that the Company may make payments to BVI Holding Company during the financial period ending 31 December 2024 to 2026 for purchasing Shares to satisfy the vesting of the Restricted Shares under the Restricted Share Award Scheme, the Company entered into a Referable Amount Framework Agreement with the Trustee and BVI Holding Company on 8 August 2024, pursuant to which, the Company agreed that the relevant payments shall be made by the Company or via the person designated by the Company (including a subsidiary of the Company) with its own funds to BVI Holding Company for purchasing Shares in the open market during the term of the Agreement. The principal terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Referable Amount Framework Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.set out below: 8 August 2024

LISTING RULES IMPLICATIONS. As Since the arrangement contemplated under the Framework Agreement will constitute a non- exempt continuing connected transaction for the Company under the Listing Rules, it is subject to the approval of the independent shareholders of the Company at general meeting unless the date conditions in Rule 14A.43 can be satisfied, in which case a written shareholder’s approval as referred to therein may be accepted in lieu of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries holding a formal shareholders' meeting of the Company. Classic Winner and Jinheming are therefore connected persons As GDH holds 536,380,868 shares of the Company (approximately 59.23% of the Company's existing issued share capital) giving the right to attend and vote at the subsidiary level. In accordance with HKFRS 16 applicable to the Company's shareholders' meeting, as a result and none of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions shareholders of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on if the relevant resolutions Company were to convene a general meeting for the purpose of approving the Continuing Connected Transaction, and the Company is in the process of obtaining a written approval from GDH to approve the Continuing Connected Transaction in lieu of holding a formal shareholders' meeting of the Board approving Company (and the sameCompany does not foresee any difficulty in obtaining such approval), upon the receipt of GDH’s approval as aforesaid and the Stock Exchange granting the waiver pursuant to Rule 14A.43, no shareholders' meeting of the Company will therefore be required for the said purposes of the Listing Rules. A circular containing, among others, (i) further details of the Continuing Connected Transaction; (ii) a letter from the independent board committee of the Company to the independent shareholders of the Company in relation to the Continuing Connected Transaction; and (iii) a letter of advice from the independent financial adviser to the independent board committee and the independent shareholders of the Company in relation to the Continuing Connected Transaction, will be sent to the shareholders in due course.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% COLI is the controlling shareholder of the Company by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are virtue of it being interested in 15approximately 39.63% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries the issued share capital of the Company. Classic Winner and Jinheming are therefore Accordingly, Huayi Design, being a subsidiary of COLI, is a connected persons person of the Company at the subsidiary levelCompany. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the The transactions contemplated under the Fourth HK Lease Renewal New Framework Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated for the Company in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are Caps is more than 10.1% but all are less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole%, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental New Framework Agreement are only subject to the reporting reporting, announcement and announcement requirements, annual review requirements but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to requirement under Chapter 14A of the Listing Rules. The Shareholders should note that the Caps represent the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. The Caps bear no direct relationship to, nor should they be taken to have any direct bearings on, the Group’s financial or potential financial performance. The Group may or may not engage the Huayi Design Group to provide Services up to the level of the Caps, if at all, as its engagement is subject to the tendering procedures which are open to other independent third party service providers. None of the Directors has is regarded as having a material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental New Framework Agreement and the transactions contemplated respectively thereunder thereunder. However, Xx. Xxxxxx Xxxx, being the Chairman and hence no Executive Director is required to abstain of the Company, vice chairman and non-executive director of COLI and director of COHL, and Xx. Xxx Xxxxxxxx, being the Non-executive Director of the Company and executive director and vice-president of COLI, have voluntarily abstained from voting on the relevant resolutions board resolution(s) of the Board Company approving the sameNew Framework Agreement and the transactions contemplated thereunder. The Group is principally engaged in property investment and development, property leasing and investment holding. The Huayi Design Group, wholly owned by COLI, is mainly engaged in public and civil building engineering design, urban design, residential planning, interior design, preliminary consulting, architectural planning and research. COLI Group is principally engaged in the business of property development and investment, and other operations. CSCEC (a state-owned corporation in the PRC) is the ultimate controlling shareholder of the Company and COLI. CSCEC, together with its subsidiaries (excluding those listed on any stock exchange), is a conglomerate principally engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design and prospecting.

LISTING RULES IMPLICATIONS. As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in relation to the Disposal is more than 5% but less than 25%, the entering into the Equity Transfer Agreements and the transactions contemplated thereunder constitute a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. Further, as at the date of this announcementthe Equity Transfer Agreements, Classic Winner and Jinheming are the Second Vendor is a substantial shareholder of the Target Company, being a non-wholly owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries subsidiary of the Company. Classic Winner , and Jinheming are therefore hence a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result level under Chapter 14A of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementListing Rules. Accordingly, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Disposal also constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are the Second Vendor is a connected persons person of the Company at the subsidiary level; (ii) the Directors have Board has approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementDisposal; and (iii) the independent non-executive Directors have confirmed that the Disposal is on normal commercial terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement its terms are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its the Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are Disposal is subject to the reporting and announcement requirements, but are and is exempt from the circular, independent financial advice and independent Shareholdersshareholders’ approval requirements pursuant to Chapter 14A under Rule 14A.101 of the Listing Rules. None On 26 December 2019, the Purchaser, the Guarantors to the First Vendor and the First Vendor entered into the First Equity Transfer Agreement, pursuant to which the Purchaser conditionally agreed to purchase and the First Vendor, an indirect wholly owned subsidiary of the Directors has material interest in Company, conditionally agreed to sell the Fourth HK Lease Renewal First Sale Shares, representing 70% of the entire issued share capital of the Target Company for a consideration of RMB77,000,000 subject to the terms and conditions of the First Equity Transfer Agreement. On the same date, the Purchaser, the Guarantors to the Second Vendor and the Second Vendor entered into the Second Equity Transfer Agreement, pursuant to which the PRC Lease Supplemental Agreement Purchaser conditionally agreed to purchase and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions Second Vendor, a substantial shareholder of the Board approving Target Company, conditionally agreed to sell the same.Second Sale Shares, representing 30% of the entire issued share capital of the Target Company for a consideration of RMB33,000,000 subject to the terms and conditions of the Second Equity Transfer Agreement. The principal terms of the Equity Transfer Agreements are set out below:

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner the Project Company is an indirect non-wholly owned subsidiary of the Company of which 51% of its equity interest is owned by the Group, and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15the remaining 49% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries is owned by Guizhou Guian Asset Investment. As Guizhou Guian Asset Investment is a substantial shareholder of the Company. Classic Winner Project Company and Jinheming are therefore hence a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Entrustment Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off constitutes a connected transactions transaction of the Company under the requirement of Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect Pursuant to Rule 14A.101 of the Fourth HK Lease Renewal Agreement Listing Rules, a connected transaction between the listed issuer’s group and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are a connected persons of the Company person at the subsidiary level; level on normal commercial terms or better is exempt from the circular, independent financial advice and shareholders’ approval requirements if: (ii1) the Directors listed issuer’s board of directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreementtransactions; and (iii2) the independent non-executive Directors directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement transaction are fair and reasonable 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 under thereunder respectively, and the Fourth HK Lease Renewal 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 PRC Lease Supplemental Agreement transactions contemplated thereunder respectively are fair and reasonable, and that the aforementioned transactions are on normal commercial terms, in the ordinary and usual course of business of the Group terms or better and in the interests of the Company and its 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 under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement thereunder are only subject to the reporting and announcement requirements, but and are exempt exempted from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. As at the date Purchaser is an associate of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors a substantial shareholder of certain subsidiaries a subsidiary of the Company. Classic Winner and Jinheming are therefore , the Purchaser is a connected persons person of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to Accordingly, the Disposal constitutes a connected transaction of the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that Board (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) including the independent non-executive Directors have Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement that its terms are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its the Shareholders as a whole, the transactions Disposal contemplated under the Fourth HK Lease Renewal Equity Transfer Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt is exempted from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A Rule 14A.101 of the Listing Rules. None Further, given that one or more of the Directors 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 Fourth HK Lease Renewal Agreement, Disposal under the PRC Lease Supplemental 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 transactions contemplated respectively thereunder 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 hence the Disposal in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the Disposal. As such, the Company is not required to convene a special general meeting to consider and approve the Equity Transfer Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Disposal, no Director is was required to abstain from voting on the relevant resolutions resolution of the Board approving in respect of the same.Disposal. A circular containing, among other things, further information in respect of the Disposal will be despatched to the Shareholders for their information on or before 24 June 2016. In order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of this announcement. 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. 12 May 2016

LISTING RULES IMPLICATIONS. As at Tianjin Jinan is a subsidiary of Tianjin Port Group (which is the date controlling shareholder of this announcementthe Company), Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries is therefore a connected person of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementAccordingly, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Transaction constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more On 28 March 2023, Fourth Company entered into the applicable percentage ratios Existing Agreement with Tianjin Jinan, details of which are set out in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons announcement of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms dated 28 March 2023. Pursuant to Rule 14A.81 of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a wholeListing Rules, the transactions contemplated under the Fourth HK Lease Renewal Existing Agreement and the PRC Lease Supplemental Sale and Purchase Agreement are shall be aggregated and the total consideration is RMB43,896,900 (tax inclusive). As all of the applicable percentage ratios (as defined in the Listing Rules) are, in aggregate, more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements, but are is exempt from the circular, circular (including independent financial advice advice) and independent Shareholdersshareholders’ approval requirements pursuant to under Chapter 14A of the Listing Rules. None Date : 29 August 2023 Parties : (1) Purchaser: Fourth Company (2) Seller: Xxxxxxx Xxxxx Asset to be acquired : Two sets of portal cranes, whereas the Seller shall also provide related services including but not limited to the design, manufacturing, assembly, testing and adjustment, as well as quality guarantee period and after-sales service. Within 120 days after the Sale and Purchase Agreement becoming effective, the Seller shall deliver such portal cranes to a location designated by the Purchaser and complete the installation as well as testing and adjustment. Consideration : The consideration is RMB27,916,000 (tax inclusive), and is payable by instalments in accordance with the progress of the Directors has material interest delivery and installation of the portal cranes in the Fourth HK Lease Renewal following manner:- (i) upon the Sale and Purchase Agreement becoming effective, and within 28 days after receiving and verifying the relevant documents and receipts submitted by the Seller, the Purchaser shall pay 30% of the total consideration as an advance payment to the Seller; (ii) after the Seller has delivered all the equipment according to the Sale and Purchase Agreement, and within 28 days after receiving and verifying the PRC Lease Supplemental Agreement relevant documents and receipts submitted by the Seller, the Purchaser shall pay 40% of the total consideration to the Seller; (iii) after the testing and adjustment of the equipment is completed and the transactions contemplated respectively thereunder conditions for use are met, and hence no Director is required to abstain from voting on within 28 days after receiving and verifying the relevant resolutions documents and receipts submitted by the Seller, the Purchaser shall pay 25% of the Board approving total consideration to the sameSeller; and (iv) within 28 days after receiving and verifying the expiry certificate of the quality guarantee period (which is 12 months from the date of acceptance inspection) and the original of the relevant financial receipts submitted by the Seller, the Purchaser shall pay 5% of the total consideration to the Seller. Such consideration was determined pursuant to a tender process held by Fourth Company in accordance with the relevant PRC laws and regulations. It is expected that the consideration will be funded by internal resources of the Group.

LISTING RULES IMPLICATIONS. As at one of the date applicable Percentage Ratios in respect of this announcementthe Disposal is higher than 25% but below 75%, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries the Disposal constitutes a major transaction of the Company. Classic Winner , and Jinheming are therefore connected persons is subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Company at Listing Rules. As the Purchaser is an indirect wholly owned subsidiary level. In accordance with HKFRS 16 applicable to of COSCO, the ultimate controlling Shareholder, and hence a connected person of the Company, as a result the Disposal (including the financial assistance to be provided by the Company to the Purchaser in connection with the Purchaser’s deferred payment of the entering into part of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Consideration after Completion) also constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more The Disposal (including the applicable percentage ratios financial assistance to be provided by the Company to the Purchaser in respect connection with the Purchaser’s deferred payment of the Fourth HK Lease Renewal part of the Consideration after Completion) is subject to the approval by the Independent Shareholders at the SGM. COSCO Pacific Investment Holdings Limited and COSCO Investments Limited (both being indirect subsidiaries of COSCO and hence, associates of the Purchaser), which together hold an aggregate of approximately 43.20% of the total issued share capital of the Company as at the date of this announcement, and other associates of the Purchaser shall abstain from voting at the SGM to approve the Agreement and the PRC Lease Supplemental Agreement Disposal. Xx. XXXX Xxxxxx, Xx. XXXX Xxx and Xx. XXXX Xxxxxxxx are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons directors of both the Company at and the Guarantor and therefore have abstained from voting on the relevant board resolutions approving the Agreement. Save as disclosed above, no other Directors has a material interest in the Disposal, but Dr. FAN XXX Xxx Xxx, Xxxx, an independent non-executive Director, has voluntarily abstained from voting on the relevant board resolutions approving the Agreement for the reason that she is also an independent non- executive director of China COSCO, a subsidiary level; (ii) of COSCO. Save for the Directors who have approved the Fourth HK Lease Renewal Agreement abstained from voting as mentioned above and the PRC Lease Supplemental Agreement; and (iii) the other independent non-executive Directors have confirmed who would render their views after having been advised by the independent financial adviser, the Directors are of the view that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial termsterms and are fair and reasonable, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole. The Independent Board Committee comprising Xx. Xxxxxxx Xxxxxx FRESHWATER, Xx. Xxxxxx Xxxxx XX Xxx Xxx and Mr. IP Sing Chi, all being independent non-executive Directors, has been formed to advise the transactions contemplated under Independent Shareholders as to whether the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Disposal are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote, taking into account the recommendation of the independent financial adviser. Asia Investment Management Limited has been appointed as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Disposal. A circular containing, among other things, (i) further details of the Agreement are subject and the Disposal; (ii) the recommendation of the Independent Board Committee to the reporting and announcement requirements, but are exempt Independent Shareholders; (iii) the advice from the circular, independent financial advice adviser to the Independent Board Committee and independent the Independent Shareholders’ approval ; and (iv) a notice of the SGM, will be despatched to the Shareholders on or around 24th May 2013 in accordance with the relevant requirements pursuant to Chapter 14A of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries each of the Company. Classic Winner and Jinheming are therefore connected persons applicable percentage ratios under Rule 14.07 of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result Listing Rules in respect of the entering into amount of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementLoan granted to Customer A is less than 5%, the Group shall recognise an additional asset representing its right to use grant of the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will Loan does not constitute one- off connected transactions a notifiable transaction of the Company under Chapter 14A 14 of the Listing Rules. Notwithstanding the above, as (i) the ultimate beneficial owner of Customer A, Customer C and Customer D is Customer B; and (ii) the Loan Agreement and the Existing Loan Agreements were entered into within a 12-month period, the transactions contemplated under the Loan Agreement and the Existing Loan Agreements are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Fourth HK Lease Renewal Agreement aggregate amount of the Loan and the PRC Lease Supplemental Agreement are more than 1Existing Loans exceeds 5% but is less than 5% 25%, the grant of the Loan and given that the Existing Loans in aggregate constitutes a discloseable transaction of the Company and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.58(2) of the Listing Rules, the identities of the Customers are required to be disclosed. Since (i) Classic Winner and Jinheming the granting of the Loan (which have been aggregated with the Existing Loans) are connected persons not regarded as a material transaction of the Company at as compared to the subsidiary levelCompany’s overall financial position; (ii) the Directors Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers have approved confirmed to the Fourth HK Lease Renewal Agreement and Group that they will not consent to the PRC Lease Supplemental Agreementdisclosure of their identities in this announcement; and (iii) the independent non-executive Directors have confirmed that the terms disclosure of the Fourth HK Lease Renewal Agreement identities of the Customers does not reflect their financial standing or repayment abilities and thus will serve little purpose in assisting the Shareholders to evaluate their creditworthiness and the PRC Lease Supplemental Agreement are fair risks and reasonable exposure of the Loan and the transactions contemplated under Existing Loans; and (iv) the Fourth HK Lease Renewal Agreement Company has made alternative disclosures in respect of the Loan and the PRC Lease Supplemental Agreement are on normal commercial termsExisting Loans in this announcement, in including but not limited to the ordinary and usual course of business details of the Group collateral and in the interests loan-to-value ratio of the Company collateral in respect of the Loan and its the Existing Loans, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loan and the Existing Loans as a wholewell as the repayment abilities of the Customers, the transactions contemplated under Company has applied to the Fourth HK Lease Renewal Agreement Stock Exchange, and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirementsStock Exchange has granted, but are exempt a waiver from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A strict compliance with Rule 14.58(2) of the Listing Rules. None of the Directors has material interest in the Fourth HK Lease Renewal Agreement, the PRC Lease Supplemental Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the same.

LISTING RULES IMPLICATIONS. As at the applicable percentage ratio (namely, the revenue ratio) in relation to the Acquisition is more than 100%, the Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Xx. Xxxxx and Xx. Xxxx, being the Vendors held 70% and 30% of the Target’s equity interest respectively. Xx. Xxxxx is also currently a director of the Purchaser, a wholly-owned subsidiary of the Company and Xx. Xxxx was a former director of the Purchaser within 12 months preceding the date of this announcementthe Agreement. Save as disclosed, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx there is no other connected relationship between the Company and Xx. Xx Xxxxx respectivelyand Xx. Xxxx. Therefore, who the Vendors are interested in 15% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries connected persons of the Company. Classic Winner and Jinheming are therefore connected persons of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementAccordingly, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off Acquisition also constitutes a connected transactions of transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules. As one or more The Acquisition is however only a connected transaction between the applicable percentage ratios in respect Company and the Vendors at the subsidiary level on normal commercial terms, therefore such connected transaction is exempt from the circular, independent financial advice and shareholders’ approval requirements under rule 14A.101 of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and Listing Rules given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementAcquisition; and (iiiii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement Acquisition are fair and reasonable and reasonable, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are Acquisition is on normal commercial terms, in the ordinary and usual course of business of the Group terms and in the interests of the Company and its Shareholders as a whole, . To the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and independent Shareholders’ approval requirements pursuant to Chapter 14A best of the Listing Rules. None knowledge, information and belief of the Directors has Directors, having made all reasonable enquiries, no Shareholders have any material interest in the Fourth HK Lease Renewal AgreementAcquisition which is different from other Shareholders and none of the Vendors and their respective associates holds any Share as at the date of this announcement. Therefore, it is expected that no Shareholders are required to abstain from voting at the PRC Lease Supplemental SGM to approve the Agreement and the transactions contemplated respectively thereunder and hence no Director is required to abstain from voting on the relevant resolutions of the Board approving the samethereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, Classic Winner and Jinheming are owned whilst HOWO Auto Finance Company’s equity interest is held directly by the Company as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively%, who are interested in 15% equity interest in KEE International BVI through Keen New and are the majority of the board of directors of certain subsidiaries HOWO Auto Finance Company is appointed and controlled by the Company, and therefore HOWO Auto Finance Company is a non-wholly owned subsidiary of the Company. Classic Winner and Jinheming are therefore Given that CNHTC, the controlling shareholder of the Company, directly holds 20% of HOWO Auto Finance Company’s equity interest as at the date of this announcement, HOWO Auto Finance Company is also a connected persons subsidiary of the Company at the subsidiary level. In accordance with HKFRS 16 applicable pursuant to the Company, as a result Rule 14A.16 of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental AgreementListing Rules. Accordingly, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 million. As such, the transactions transaction contemplated under the Fourth HK Lease Renewal Capital Increase Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off a connected transactions of the Company transaction under Chapter 14A of the Listing RulesRules on the part of the Company. As one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Fourth HK Lease Renewal Agreement the capital contribution by the Company and Ji’nan Power pursuant to the PRC Lease Supplemental Capital Increase Agreement are more than 10.1% but all are less than 5% and given that (i) Classic Winner and Jinheming are connected persons %, the entering into of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Capital Increase Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions transaction contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement thereunder are subject to the reporting and announcement requirements, requirements but are exempt from the circular, independent financial advice and independent Shareholdersshareholders’ approval requirements pursuant to Chapter 14A of requirement under the Listing Rules. None References are made to the announcements of the Directors has material interest Company dated 31 March 2016 and 30 August 2017, and the circular of the Company dated 26 May 2016, respectively in relation to, among others, the Terminated Agreements. As mentioned in the Fourth HK Lease Renewal 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 PRC Lease Supplemental Agreement and Early Termination Agreements shall become effective and, pursuant to which, the transactions contemplated respectively thereunder and hence no Director 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 abstain from voting on pay any compensation or penalty to the relevant resolutions other party in respect of the Board approving early termination of the sameTerminated Agreements.

LISTING RULES IMPLICATIONS. As one or more of the applicable Percentage Ratios (as defined under Rule 14.07 of the Listing Rules) for the Acquisition are more than 5% but less than 25%, the Acquisition contemplated under the Equity Transfer Agreement constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Classic Winner and Jinheming are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who the Vendor (together with its associates) are interested in 15185,616,600 Domestic Shares in the Company, representing approximately 42.95% equity interest in KEE International BVI through Keen New and are directors of certain subsidiaries of the Company’s entire issued share capital, and hence is a Controlling Shareholder. Classic Winner Furthermore, the Vendor is also an executive Director and Jinheming are therefore connected persons the chairman of the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement, the Group shall recognise an additional asset representing its right to use the HK Property and the PRC Properties, in the total amount of approximately HK$4.0 millionBoard. As such, pursuant to Chapter 14A of the transactions Listing Rules, the Vendor is a connected person of the Company, and the Acquisition contemplated under the Fourth HK Lease Renewal Equity Transfer Agreement and the PRC Lease Supplemental Agreement will be recognised as acquisitions of right-of-use assets which will constitute one- off constitutes a connected transactions transaction of the Company under Chapter 14A of the Listing Rules. As one or more the applicable percentage ratios in respect of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are more than 1% but less than 5% and given that (i) Classic Winner and Jinheming are connected persons of the Company at the subsidiary level; (ii) the Directors have approved the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement; and (iii) the independent non-executive Directors have confirmed that the terms of the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are fair and reasonable and the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole, the transactions contemplated under the Fourth HK Lease Renewal Agreement and the PRC Lease Supplemental Agreement are which is subject to the reporting and announcement requirementsreporting, but are exempt from the announcement, circular, independent financial advice and independent the Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. None The Vendor, being an executive Director and the chairman of the Directors Board, has material interest abstained from voting in the Fourth HK Lease Renewal Agreement, Board meeting approving the PRC Lease Supplemental Equity Transfer Agreement and the transactions contemplated respectively thereunder and hence no Director in accordance with the Listing Rules. Except the aforesaid, none of the Directors has any material interest in the abovementioned transactions nor any of them is required to abstain from voting on the relevant Board resolutions approving the Equity Transfer Agreement. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, except for the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder has a material interest in the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM and accordingly, save and except the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder and his/her/its associates are therefore required to abstain from voting on the relevant resolution(s) to approve, amongst other things, the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM. The Independent Board approving Committee has been established to consider, and to advise the sameIndependent Shareholders on the terms of the Equity Transfer Agreement and the transactions contemplated thereunder. Sorrento Capital Limited has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders on the terms of the Equity Transfer Agreement and the transactions contemplated thereunder.