Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In the event that any Annual Cap of the Existing CCTs or Annual Cap of the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereof, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, where applicable.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each entering into of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature Disposal constitute a major transaction on the part of the transactions being similar); (b) SCA to Ambadell Company under Chapter 14 of the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% Listing Rules and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review announcement and announcement requirements but exempted from the independent shareholdersShareholders’ approval requirements under Chapter 14 of the Listing Rules. As Xx. Xxxx is a connected person of the Company, the entering into of the Agreement and the transactions contemplated thereunder constitute a connected transaction on the part of the Company under Chapter 14A of the Listing Rules. In As the event that any Annual Cap of the Existing CCTs or Annual Cap of the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereofrelevant percentage ratios on an annual basis are more than 5%, the Company will comply with Agreement and the reportingtransactions contemplated thereunder are subject to, annual reviewamong others, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An EGM will be convened and held for the Independent Shareholders to approve the Agreement and the transactions contemplated thereunder. Xx. Xxxx and his associates shall abstain from voting regarding the relevant resolution(s) approving the Agreement and the transactions contemplated thereunder at the EGM. As at the date of this announcement, where applicable.Xx. Xxxx is interested in 82,920,000 Shares, representing approximately 1.70% of the issued share capital of the Company. Save as disclosed, to the best knowledge, information and belief of the Directors and having made reasonable enquiries, no other Shareholder is involved in or interested in the Disposal which requires him to abstain from voting on the proposed resolution(s) to approve the Disposal at the EGM. Xx. Xxxx has abstained from voting at the board meeting approving the Agreement due to his interests in the Agreement and the Disposal. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders regarding the Agreement and the transactions contemplated thereunder. The Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. A circular containing, among others, (1) details of the Agreement; (2) letter from the Independent Board Committee setting out the recommendation in relation to the Agreement;

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements Contractual Arrangements constitute continuing connected transactions of our Company under the Listing Rules upon [REDACTED] as two of the parties to the Contractual Arrangements, namely Xiangshang Investment and Hygeia Hospital Management, are connected persons of our Company. Our Directors (including the independent non-executive Directors) are of the view that the Contractual Arrangements and the Existing CCTs Agreements transactions contemplated thereunder are fundamental to the legal structure and business of our Group, that such transactions have been and will exceed 0.1% but all be entered into in the ordinary and usual course of thembusiness of our Group, both individually are on normal commercial terms and are fair and reasonable and in aggregatethe interests of our Company and our Shareholders as a whole. Accordingly, will notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements related thereto or renewal of existing transactions, contracts and agreements to be less than 5%entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, and accordingly such any member of our Group (the “New Intergroup Agreements”) technically constitute our continuing connected transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In Rules after the event [REDACTED], our Directors consider that, given that any Annual Cap of our Group is placed in a special situation in relation to the Existing CCTs or Annual Cap of connected transactions rules under the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements Contractual Arrangements, it would be unduly burdensome and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereofimpracticable, the and would add unnecessary administrative costs to our Company will comply if such transactions are subject to strict compliance with the reporting, annual review, announcement and independent shareholders’ approval requirements set out under Chapter 14A of the Listing Rules, where applicableincluding, among others, announcement, circular and independent Shareholders’ approval requirements. In respect of the Hospital Management and Operation Agreements, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Hospital Management and Operation Agreements pursuant to Rule 14A.105 of the Listing Rules, and (ii) the requirement of limiting the term of the Hospital Management and Operation Agreements to three years or less under Rule 14A.52 of the Listing Rules, subject to the condition that the annual caps stated above are not exceeded.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCAcquisition exceed 5% but are under 25%, the GENM GroupAcquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the GENS Group and Acquisition also constitutes a connected transaction of the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be Company which is subject to the reporting, annual review announcement and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the event that any Annual Cap Acquisition and has abstained from voting on the board resolutions of the Existing CCTs or Annual Cap Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the 2017 Services Agreements is exceeded or any Company to approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the 2017 Services Agreements entire issued share capital of the Company) as at the date of this announcement, and Existing CCTs Agreements its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is further renewed or materially varied required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the terms thereof, Acquisition; (iv) the Company will comply with letter of advice from the reporting, annual review, announcement independent financial adviser to the Independent Board Committee and independent shareholders’ approval requirements under Chapter 14A the Independent Shareholders in respect of the Listing Rules, where applicable.Acquisition; and

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each As of the annual amounts date of this announcement, (i) payable by (a) SCHK CDB holds 64.40% equity interest of the Company, and is therefore the Controlling Shareholder of the Company. Meanwhile, as CDB directly and indirectly holds approximately 31.93% equity interest of CDB New Energy through CDB Capital, a wholly-owned subsidiary of CDB, CDB New Energy is therefore a connected person of the Company pursuant to Xxxx Xxxx Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell CDB New Energy Finance Lease Service Framework Agreement constitute continuing connected transactions of the Company under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services AgreementListing Rules; and (ii) receivable by given that Three Gorges Corporation is the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps substantial Shareholder of the Existing CCTs Company, and Three Gorges Capital PRC (a subsidiary of Three Gorges Corporation) directly and indirectly holds 100% equity interest in aggregate with the Annual Caps in Three Gorges Leasing, Three Gorges Leasing is therefore a connected person of the 2017 Services Agreements, some or all Company pursuant to Chapter 14A of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCListing Rules. Accordingly, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements Three Gorges Leasing Finance Lease Service Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules. As the highest applicable percentage ratios for the proposed annual caps of the CDB New Energy Finance Lease Service Framework Agreement and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less Three Gorges Leasing Finance Lease Service Framework Agreement are more than 5%, respectively, the transactions contemplated under the CDB New Energy Finance Lease Service Framework Agreement and accordingly such transactions will be the Three Gorges Leasing Finance Lease Service Framework Agreement are subject to the reporting, announcement, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In As the event that any Annual Cap highest applicable percentage ratios for the proposed annual caps of the Existing CCTs or Annual Cap CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement are more than 5% but less than 25%, the transactions contemplated under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement constitute discloseable transactions of the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereof, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A 14 of the Listing Rules, where applicableand are subject to the announcement requirement, but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. Since the duration of certain Specific Agreements Concerned under the CDB New Energy Finance Lease Service Framework Agreement and the Three Gorges Leasing Finance Lease Service Framework Agreement may be longer than three years, pursuant to Rule 14A.52 of the Listing Rules, the Company must appoint an independent financial adviser to explain why the Specific Agreements Concerned require a longer period and to confirm that it is normal business practice for agreements of this type to be of such duration. For this purpose, the Company has engaged Maxa Capital as the Independent Financial Adviser.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each As both Ferry Company and Jiuzhou Port Company are connected subsidiaries of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx Company under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature Rule 14A.16 of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; Listing Rules and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it Jiuzhou Passenger Development Company is anticipated that when the Annual Caps a connected person of the Existing CCTs aggregate with the Annual Caps Company under Rule 14A.07(4) of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCListing Rules, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and 2019-20 New Marine Tourism Line AM Fee Agreement thus constitute CCTs for the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements Company under Chapter 14A of the Listing Rules. In the event that any Annual Cap Pursuant to Rule 14A.54 of the Existing CCTs or Annual Cap of Listing Rules, if the 2017 Services Agreements is exceeded or any of Company proposes to revise the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereofannual caps for a continuing connected transaction, the Company will must re-comply with the reportingprovisions of Chapter 14A of the Listing Rules in relation to the relevant connected transaction. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the 2019–20 New Marine Tourism Line AM Fee Agreement and the Short Term New Marine Tourism Line AM Fee Agreement shall be aggregated as if they were one transaction. As the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected aggregate amount of (1) the portion of the Marine Tourism AM Fees and Utility Surcharges receivable by Jiuzhou Port Company from Ferry Company; and (2) the Marine Tourism AM Fees and Utility Surcharges payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Passenger Development Company, both of which shall constitute the annual reviewcaps for the CCTs contemplated under the Short Term New Marine Tourism Line AM Fee Agreement and the Revised Annual Caps for the CCTs contemplated under the 2019-20 New Marine Tourism Line AM Fee Agreement for each of FY2019 and FY2020 are expected to be more than 0.1% and less than 5%, announcement the transactions contemplated under the 2019-20 New Marine Tourism Line AM Fee Agreement (after aggregating with the transactions contemplated under the Short Term New Marine Tourism Line AM Fee Agreement) shall constitute partially-exempt CCTs under Rule 14A.76(2) of the Listing Rules and independent shareholdersare subject to the annual review and disclosure requirements but exempt from Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. The Company has complied with the requirements for CCTs under Chapter 14A in relation to the transactions contemplated under the 2018-20 Jiuzhou AM Fee Agreements, where applicable.including obtaining the approval by the Independent Shareholders at the special general meeting held on 18 January 2018 for the 2018-20 Jiuzhou AM Fee Agreements and the related expected annual caps for FY2018, FY2019 and FY2020 (which revised annual caps for FY2018, FY2019 and FY2020 for the CCTs contemplated under the 2018-20 Jiuzhou AM Fee Agreements were also approved by the Independent Shareholders at the special general meeting held on 30 October 2018). For such reason, despite the subject matter of the 2019-20 New Marine Tourism Line AM Fee Agreement and the Short Term New Marine Tourism Line AM Fee Agreement is in relation to the operation of a new ferry line and such agreements were entered into among the same parties of the 2018-20 Jiuzhou AM Fee Agreements, the transactions contemplated under each of the 2019-20 New Marine Tourism Line AM Fee Agreement and the Short Term New Marine Tourism Line AM Fee Agreement were not aggregated with the transactions contemplated under the 2018- 20 Jiuzhou AM Fee Agreements for the purpose of determining the requirements for CCTs under Chapter 14A.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each provision of the annual amounts (i) payable Entrusted Loan by (a) SCHK the Company to Xxxx Xxxx Nanyang Properties constituted a discloseable transaction under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature Chapter 19 of the transactions being similar); (b) SCA GEM Listing Rules and would have been subject to Ambadell under reporting and announcement requirements. The provision of the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable Entrusted Loan by the GENHK Group from Company to Nanyang Properties also constituted financial assistance provided by the 3rd Valley Group under Company not in the GHK Services Agreement, are under 0.1% ordinary and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirementsusual course of business for the benefit of a connected person. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the Entrusted Loan Agreement were more than 2.5% and the total annual amounts payable by (a) value of the GENHK Group to GMCassistance exceeded HK$10,000,000, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be Entrusted Loan would have been subject to the reporting, annual review announcement and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A 20 of the GEM Listing Rules. In the event that any Annual Cap Further, pursuant to Rule 17.15 of the Existing CCTs or Annual Cap GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the 2017 Services Agreements is Entrusted Loan exceeded or any the 8% threshold of the 2017 Services Agreements assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and Existing CCTs Agreements is further renewed or materially varied in respect 20 of the terms thereofGEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will comply with not convene a general meeting to approve the reporting, annual review, announcement Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and independent shareholders’ approval requirements under Chapter 14A the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Listing RulesCompany to approve the Entrusted Loan Agreement. A circular containing, where applicableamong others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.

LISTING RULES IMPLICATIONS. The relevant transactions contemplated under the Finance Leasing Framework Agreement will constitute transactions under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated in accordance with the Listing Rules in respect of the transactions contemplated under the Finance Leasing Framework Agreement exceed 25% but less than 100%, the transactions contemplated thereunder constitute a major transaction for the Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Nanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in-law of Xx. Xxx Xxxxxxxx, one of the Controlling Shareholders, and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the Group and the non-executive Director. For the purpose of the connected transaction rules under the Listing Rules, the Directors considered Nanshan Group to be deemed connected persons under Rule 14A.21 of the Listing Rules. Accordingly, the Finance Leasing Framework Agreement will also constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under Annual Caps are more than 5%, the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they transactions contemplated thereunder are aggregated due subject to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreementannouncement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In the event that any Annual Cap of the Existing CCTs or Annual Cap of the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereofaddition, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.52 of the Listing Rules, where applicableas the term of the Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may exceed three (3) years, the Company has appointed Lego as the Independent Financial Adviser to explain why the Individual Agreement requires a longer period and to confirm that it is a normal business practice for agreements of this type to be of such duration.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of As each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of the proposed annual caps of the transactions contemplated under each of (i) the total annual amounts payable by (a) the GENHK Group to GMCMaster Processing Services Agreement, the GENM Group, the GENS Group Master Comprehensive Services Agreement and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group Holvrieka Management Agreement and the 3rd Valley Group in relation to proposed aggregated annual caps of the continuing connected transactions contemplated under the 2017 Services Technology Agreements for the three years ending 31 December 2009, 2010 and the Existing CCTs Agreements will exceed 2011 exceeds 0.1% but all of them, both individually and in aggregate, will be is less than 52.5%, and accordingly such transactions will be are subject to the reporting, annual review reporting and announcement requirements but under Rule 14A.34 of the Listing Rules and are exempted from the independent shareholders’ approval requirements under of Chapter 14A of the Listing Rules. In the event that any Annual Cap As each of the Existing CCTs or Annual Cap relevant percentage ratios of the 2017 Services Agreements is exceeded or any proposed aggregated annual caps of the 2017 Services Agreements transactions contemplated under the Master Supply of Spare Parts Agreement and Existing CCTs Agreements is further renewed or materially varied in respect the Holvrieka Master Supply of Spare Parts Agreement and the proposed annual caps of the terms thereoftransactions contemplated under each of the Master Sale of Products Agreement and the Holvrieka Master Sale of Tanks Agreement for the three years ending 31 December 2009, 2010 and 2011 exceeds 2.5%, such transactions and the Company will comply with relevant proposed annual caps for the three years ending 31 December 2009, 2010 and 2011 are subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under in accordance with the requirements of Chapter 14A of the Listing Rules. The Independent Financial Adviser is of the view that the Master Supply of Spare Parts Agreement, where applicablethe Master Sale of Products Agreement, the Holvrieka Master Supply of Spare Parts Agreement and the Holvrieka Master Sale of Tanks Agreement and the transactions contemplated thereunder will be entered into in the ordinary and usual course of the business of the Restructured Group, on normal commercial terms which are fair and reasonable and in the interest of the Shareholders as a whole and the proposed annual caps for such transactions are fair and reasonable. The Directors (including the independent non-executive Directors) consider that the Master Agreements and the Technology Agreements and the transactions contemplated thereunder have been and will be entered into in the ordinary and usual course of business of the Restructured Group, on normal commercial terms, and are fair and reasonable and in the interest of the Shareholders as a whole, and that the proposed annual caps of each of such transactions disclosed above are fair and reasonable and in the interests of the Shareholders as a whole.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements Contractual Arrangements constitute continuing connected transactions of our Company under the Listing Rules upon [REDACTED] as two of the parties to the Contractual Arrangements, namely Xiangshang Investment and Hygeia Hospital Management, are connected persons of our Company. Our Directors (including the independent non-executive Directors) are of the view that the Contractual Arrangements and the Existing CCTs Agreements transactions contemplated thereunder are fundamental to the legal structure and business of our Group, that such transactions have been and will exceed 0.1% but all be entered into in the ordinary and usual course of thembusiness of our Group, both individually are on normal commercial terms and are fair and reasonable and in aggregatethe interests of our Company and our Shareholders as a whole. Accordingly, will notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements related thereto or renewal of existing transactions, contracts and agreements to be less than 5%entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, and accordingly such any member of our Group (the “New Intergroup Agreements”) technically constitute our continuing connected transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In Rules after the event [REDACTED], our Directors consider that, given that any Annual Cap of our Group is placed in a special situation in relation to the Existing CCTs or Annual Cap of connected transactions rules under the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements Contractual Arrangements, it would be unduly burdensome and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereofimpracticable, the and would add unnecessary administrative costs to our Company will comply if such transactions are subject to strict compliance with the reporting, annual review, announcement and independent shareholders’ approval requirements set out under Chapter 14A of the Listing Rules, where applicableincluding, among others, announcement, circular and independent Shareholders’ approval requirements. In respect of the Hospital Management and Operation Agreements, we have applied to the Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Hospital Management and Operation Agreements pursuant to Rule 14A.105 of the Listing Rules subject to the condition that the annual caps stated above are not exceeded.

LISTING RULES IMPLICATIONS. JD Shareholder is a substantial shareholder and a connected person of the Company. JD Shareholder is a subsidiary of JD, and accordingly, JD and its associates are connected persons of the Company. Thus, each member of the JD Group is a connected person of the Company. The relevant transactions contemplated under the Lease Framework Agreement therefore constitute continuing connected transactions of the Company in accordance with the Listing Rules. Since one or more of the applicable percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx caps under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Framework Agreement collectively (they is/are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMChigher than 5%, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be Lease Framework Agreement are subject to the reporting, announcement, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In The Company has established an Independent Board Committee comprising all the event that any Annual Cap independent non-executive Directors to advise the Independent Shareholders in connection with the entering into of the Existing CCTs Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Crescendo Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on this matter. Mr. Fu Bing, non-executive Director, for reason of his position as the vice-president of JD and head of logistics strategy and innovative business department of JD Logistics Group, the logistics arm of JD, has abstained on a voluntary basis from voting on the resolutions passed by the Board in connection with the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Other than the aforesaid, no other Director has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder or Annual Cap is required to abstain from voting on the resolutions of the 2017 Services Agreements is exceeded or any of Board approving the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of the terms thereof, the Company will same. To comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A Rule 14A.36 of the Listing Rules, where applicablethe Company will convene the EGM to seek the Independent Shareholders’ approval for the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Any Shareholder with a material interest in the Lease Framework Agreement and the transactions contemplated thereunder and his/her/its associates shall abstain from voting on the resolutions approving the same. To the best of knowledge, belief and information of the Directors, having made all reasonable enquiries, JD Shareholder holds Shares representing approximately 10.64% of the issued share capital of the Company as at the date of this announcement. JD Shareholder and its associates, shall abstain from voting in relation to the ordinary resolution to be put forward at the EGM for the purpose of approving the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto. Apart from the above, none of the Shareholders has a material interest in the Lease Framework Agreement and the transactions contemplated thereunder, and therefore no other Shareholder is required to abstain from voting on the proposed resolutions approving the same. A circular containing, among other things, further details of the Lease Framework Agreement, the transactions contemplated thereunder and the annual caps related thereto, the letter from the Independent Board Committee to the Independent Shareholders, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with the notice of EGM, is expected to be despatched to the Shareholders on or before 13 September 2021, as additional time will be required to finalize certain information to be included in the circular.

LISTING RULES IMPLICATIONS. The relevant As of the date of this announcement, the Company owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Company’s controlling shareholder, owns approximately 58.44% of equity interests in Longyuan Power. United Power is therefore an associate of the CHN Energy. As such, United Power is the Company’s connected person, and the transactions between the Group and United Power constitute connected transactions of the Company under the Listing Rules. As one or more of the applicable percentage ratios for the proposed annual caps in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will United Power Master Agreement exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be the proposed annual caps are subject to the reporting, annual review announcement and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In An Extraordinary General Meeting will be held to seek the event that any Annual Cap approval from the Independent Shareholders on entering into United Power Master Agreement and the proposed annual caps for the continuing connected transactions thereunder. CHN Energy and its associates (including GD Power) will abstain from voting at the Extraordinary General Meeting on resolutions to approve United Power Master Agreement as well as the proposed annual caps contemplated thereunder. An Independent Board Committee comprising all the independent non- executive Directors will be established by the Company to advise the Independent Shareholders with regard to the fairness and reasonableness of entering into of United Power Master Agreement and the proposed annual caps contemplated thereunder, taking into account the recommendations of an independent financial adviser. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, further information on the entering into of United Power Master Agreement, the proposed annual caps contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendation of the Existing CCTs or Annual Cap of Independent Board Committee, a letter from Gram Capital to the 2017 Services Agreements is exceeded or any of Independent Board Committee and the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of Independent Shareholders, together with a notice to convene the terms thereofExtraordinary General Meeting to approve, among other things, the Company will comply with entering into of United Power Master Agreement, and the reportingproposed annual caps contemplated thereunder, annual review, announcement is expected to be dispatched to the Shareholders as soon as practicable and independent shareholders’ approval requirements under Chapter 14A within 15 business days after the publication of the Listing Rules, where applicablethis announcement.

LISTING RULES IMPLICATIONS. The relevant As the Framework Agreement is for the formation of the JV Companies, the formation of the TFT-LCD JV Company as announced in the announcement of the Company dated 16 June 2017, which is a discloseable transaction, will be aggregated with the formation of the AMOLED JV Company to calculate the percentage ratios in respect of each for the formation of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under AMOLED JV Company. As certain percentage ratios for the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature formation of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate AMOLED JV Company as aggregated with the Annual Caps formation of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCTFT-LCD JV Company are more than 25% but less than 100%, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and AMOLED JV Agreement constitutes a major transaction of the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%Company under the Listing Rules, and accordingly such transactions will be is subject to the reporting, annual review announcement, circular and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In EGM The Company will hold the event that any Annual Cap EGM to approve the AMOLED JV Agreement and the transactions contemplated under the AMOLED JV Agreement. A circular containing, among other things, further details of the Existing CCTs AMOLED JV Agreement and the transactions contemplated under the AMOLED JV Agreement, and the notice convening the EGM, is expected to be despatched to the Shareholders on or Annual Cap before 28 July 2017. Shareholders and potential investors of the 2017 Services Agreements Company should note that the AMOLED JV Agreement will become effective and legally binding on the AMOLED JV Parties upon fulfilment (or waiver) of certain conditions and is exceeded or any subject to the approval from the Shareholders at the EGM. As such, the formation of the 2017 Services Agreements AMOLED JV Company and Existing CCTs Agreements is further renewed the transactions contemplated under the AMOLED JV Agreement may or materially varied in respect may not be proceed. Accordingly, Shareholders and investors of the terms thereof, Company shall exercise caution when dealing in the Company will comply with Company’s securities. FRAMEWORK AGREEMENT FOR THE TFT-LCD PROJECT AND THE AMOLED PROJECT Reference is made to the reporting, annual review, announcement TFT-LCD Announcement dated 16 June 2017 in relation to the TFT-LCD JV Agreement and independent shareholders’ approval requirements under Chapter 14A the formation of the Listing RulesTFT-LCD JV Company. The Board is pleased to announce that on 14 July 2017 (after trading hours), where applicable.Truly Electronics, an indirectly wholly-owned subsidiary of the Company, entered into a framework agreement with Meishan City People’s Government for the TFT-LCD Project and the AMOLED Project. PRINCIPAL TERMS OF THE FRAMEWORK AGREEMENT Date : 14 July 2017

LISTING RULES IMPLICATIONS. The relevant As at the date of this announcement, the ultimate controlling shareholder of both CMC and Xxxxxx Xxxxxx is Xx. Xx Xxxxxxx who is the chairman, a director and a substantial shareholder of the Company and is interested, through several companies directly or indirectly held by him, in approximately 29.94% of the total issued share capital of the Company. Each of CMC and Xxxxxx Xxxxxx is an associate of Xx. Xx Xxxxxxx and hence a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Cooperation Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx caps for the transactions contemplated under the Xxxx Xxxx Tenancy AgreementCooperation Framework Agreement will, on an annual basis, exceed 5%, the Cooperation Framework Agreement and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they transactions contemplated thereunder are aggregated due subject to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In the event that any Annual Cap Subject to fulfillment of the Existing CCTs or Annual Cap condition precedent of the 2017 Services Agreements Cooperation Framework Agreement including obtaining the approval by the Independent Shareholders, the Cooperation Framework Agreement is exceeded or any for a term of 3 years from 1 June 2022 to 31 May 2025. An EGM will be convened to obtain the Independent Shareholders’ approval of the 2017 Services Agreements Cooperation Framework Agreement, the transactions contemplated thereunder and Existing CCTs Agreements is further renewed or materially varied in respect the proposed annual caps. Xx. Xx Xxxxxxx, CMC and their respective associates will be required to abstain from voting on the resolutions to be proposed at the EGM. A circular containing, among other things, information relating to the Cooperation Framework Agreement and the proposed annual caps, a letter of advice from the independent financial adviser, the recommendation of the terms thereofIndependent Board Committee, and a notice of the Company will comply EGM is expected to be despatched to the Shareholders on or before 16 May 2022 in accordance with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, where applicable.

LISTING RULES IMPLICATIONS. The relevant As at the date of this announcement, the ultimate controlling shareholder of both CMC and Xxxxxx Xxxxxx is Xx. Xx Xxxxxxx who is the chairman, a director and a substantial shareholder of the Company and is interested, through several companies directly or indirectly held by him, in approximately 29.94% of the total issued share capital of the Company. Each of CMC and Xxxxxx Xxxxxx is an associate of Xx. Xx Xxxxxxx and hence a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Cooperation Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. Since the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx caps for the transactions contemplated under the Xxxx Xxxx Tenancy AgreementCooperation Framework Agreement will, on an annual basis, exceed 5%, the Cooperation Framework Agreement and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they transactions contemplated thereunder are aggregated due subject to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In An EGM will be convened to obtain the event that any Annual Cap Independent Shareholders’ approval of the Existing CCTs or Annual Cap Cooperation Framework Agreement and the transactions contemplated thereunder and the proposed annual caps. An Independent Board Committee, comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the 2017 Services Agreements is exceeded or any Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are fair and reasonable, whether the Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are conducted on normal commercial terms and in the ordinary and usual course of business of the 2017 Services Agreements Group and Existing CCTs Agreements is further renewed or materially varied in respect the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the EGM. Crescendo has been appointed by the Company as its independent financial adviser to give recommendations to the Independent Board Committee and the Independent Shareholders as to, among other things, whether terms thereofof the Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are fair and reasonable, whether the Cooperation Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) are conducted on normal commercial terms and in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the EGM. A circular containing, among other things, information relating to the Cooperation Framework Agreement and the proposed annual caps, a letter of advice from Crescendo, the Company will comply recommendation of the Independent Board Committee, and a notice of the EGM is expected to be despatched to the Shareholders on or before 16 May 2022 in accordance with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Group is principally engaged in investments in films, where applicabledrama and non-drama, and artiste and event management. The Company acts as an investment holding company. CMC is principally engaged in businesses of media and entertainment, film and television dramas, games, variety shows, information media, lifestyle and consumption, etc. Xxxxxx Xxxxxx is principally engaged in businesses of media and entertainment, film and television dramas, games, variety shows, information media, lifestyle and consumption, etc. The ultimate controlling shareholder of both CMC and Xxxxxx Xxxxxx is Xx. Xx Xxxxxxx, who is the chairman, a Director and a substantial shareholder of the Company.

LISTING RULES IMPLICATIONS. The relevant XXX is owned by Xx. Xx Xxx Xxxx, who is also an executive Director of the Company, and Xx. Xxx Xxxx as to 50% and 50%, respectively. Xx. Xx Xxx Xxxx and Xx. Xxx Xxxx are spouses of each other. As at the date of this announcement, Xx. Xx Xxx Xxxx and Xx. Xxx Xxxx are also substantial shareholders of the Company who are collectively interested in 220,470,000 Shares, representing 13.07% of the total issued share capital of the Company. Therefore, TEI is a connected person of the Company pursuant to Rule 14A.07 of the Listing Rules and the TEI Framework Purchase Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company. As Xx. Xx Xxx Xxxx and Xx. Xxx Xxxx are the shareholders of TEI, Xx. Xx Xxx Xxxx and Xx. Xxx Xxxx and their associates will abstain from voting in the resolutions to be proposed at the EGM for approving the above matters. As the applicable percentage ratios as set out in respect of each Rule 14.07 of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when Listing Rules for the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group Cap in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will TEI Framework Purchase Agreement are expected to be less higher than 5%, the TEI Framework Purchase Agreement and accordingly such transactions will be the Annual Cap in relation thereto are subject to the reporting, annual review and announcement requirements but exempted from the independent announcement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. In Save and except Xx. Xx Xxx Xxxx, none of the event that any Directors has a material interest in the TEI Framework Purchase Agreement. Accordingly, none of them is required to abstain from voting on the relevant board resolutions to approve the TEI Framework Purchase Agreement and the transactions contemplated thereunder. An independent board committee of the Company, comprising all the independent non-executive Directors, has been appointed to advise the Independent Shareholders on, among other things, whether or not the TEI Framework Purchase Agreement and the Annual Cap are in the interest of the Existing CCTs or Company and are fair and reasonable so far as the Independent Shareholders are concerned. Veda Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of the Company and the Independent Shareholders regarding the TEI Framework Purchase Agreement and the Annual Cap and whether the transactions contemplated thereunder are on normal commercial terms or better and in the ordinary and usual course of business of the 2017 Services Agreements is exceeded or any Group. A circular containing, inter alia, (a) further information on the TEI Framework Purchase Agreement and the Annual Cap in relation thereto; (b) the letter of advice from the independent financial adviser to the independent board committee of the 2017 Services Agreements Company and Existing CCTs Agreements is further renewed or materially varied in respect Independent Shareholders; (c) the recommendation from the independent board committee of the terms thereof, Company; and (d) a notice of the Company EGM will comply be dispatched to the Shareholders on or before 12 December 2022 in accordance with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, where applicable.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect Samoa Company is wholly owned by Xx. Xxx Xxxx Xxxx, a substantial shareholder and a Director. Accordingly, Samoa Company is an associate of each a core connected person of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other Company and the nature entering into of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMC, the GENM Group, the GENS Group Renewed Samoa Master Purchase Agreement and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the transactions contemplated thereunder constitute continuing connected transactions contemplated under for the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements Company under Chapter 14A of the Listing Rules. In Samoa Company is wholly owned by Xx. Xxx Xxxx Xxxx, a substantial shareholder and a Director. Accordingly, Xx. Xxx Xxxx Xxxx, Xx. Xxx Xxx-Xx, who is the event that any Annual Cap father of Xx. Xxx Xxxx Xxxx, and Xx. Xxx Xxx-Lin, who is the Existing CCTs or Annual Cap elder brother of Xx. Xxx Xxxx Xxxx, are considered to be interested in the 2017 Services Agreements is exceeded or any of transactions under the 2017 Services Agreements Renewed Samoa Master Purchase Agreement and Existing CCTs Agreements is further renewed or materially varied therefore abstained from voting on the board resolutions for approving the Renewed Samoa Master Purchase Agreement and the transactions contemplated thereunder. As the applicable percentage ratios (other than profits ratio) in respect of the terms thereoftransactions under the Renewed Samoa Master Purchase Agreement are expected to be more than 5% on an annual basis, the Company transactions contemplated thereunder will comply with be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Xx. Xxx Xxxx Xxxx and his associates will abstain from voting on the proposed resolution approving the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder at the EGM. The Independent Board Committee will be established to advise the Independent Shareholders and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the terms of the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder. A circular containing, where applicableamong other things, information on the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder, the recommendations of the Independent Board Committee to the Independent Shareholders in relation to the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder, a letter of advice from an independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder and the notice for the EGM to approve the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder will be despatched to the Shareholders on or before 11 October 2022.

LISTING RULES IMPLICATIONS. The relevant percentage ratios in respect of each of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCAcquisition exceed 5% but are under 25%, the GENM GroupAcquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the GENS Group and Acquisition also constitutes a connected transaction of the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be Company which is subject to the reporting, annual review announcement and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the event that any Annual Cap Acquisition and has abstained from voting on the board resolutions of the Existing CCTs or Annual Cap Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the 2017 Services Agreements is exceeded or any Company to approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the 2017 Services Agreements entire issued share capital of the Company) as at the date of this announcement, and Existing CCTs Agreements its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is further renewed or materially varied required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the terms thereof, Acquisition; (iv) the Company will comply with letter of advice from the reporting, annual review, announcement independent financial adviser to the Independent Board Committee and independent shareholders’ approval requirements under Chapter 14A the Independent Shareholders in respect of the Listing Rules, where applicableAcquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.

LISTING RULES IMPLICATIONS. The relevant percentage ratios Xx. Xxxx (the Chairman and an executive Director), who is directly and indirectly interested in respect approximately 36.97% of each all issued Midland Shares, is (directly and through his indirect wholly-owned companies, Wealth Builder and Sunluck) interested in 930,463,428 Shares (representing approximately 51.54% of all issued Shares in the Company). By virtue of Midland being an associate of Xx. Xxxx, Midland is a connected person of the annual amounts (i) payable by (a) SCHK to Xxxx Xxxx Company under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature Chapter 14A of the transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirementsListing Rules. As disclosed above, it is anticipated that when the Annual Caps of the Existing CCTs aggregate with the Annual Caps of the 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group to GMCAccordingly, the GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Cross Referral Services Agreements and Framework Agreement (2021) will constitute continuing connected transactions of the Existing CCTs Agreements will exceed 0.1% but all Company under Chapter 14A of themthe Listing Rules. As the highest applicable percentage ratio (other than the profits ratio), both individually and in aggregate, will be less than calculated based on the highest of the Proposed Annual Caps exceeds 5%, and accordingly such transactions the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2021) will be subject to the reporting, annual review review, announcement, circular (including independent financial advice) and announcement requirements but exempted from the independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In Xx. Xxxx, Wealth Builder, Sunluck and any of their respective associates will abstain from voting in relation to the event that any resolution approving the Cross Referral Transactions as contemplated under the Cross Referral Services Framework Agreement (2021) and the Proposed Annual Cap Caps at the EGM. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the terms of the Existing CCTs Cross Referral Services Framework Agreement (2021), the transactions contemplated thereunder and the Proposed Annual Caps. Shinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect. The circular containing (a) further information on the Cross Referral Services Framework Agreement (2021), the transactions contemplated thereunder and the Proposed Annual Caps; (b) the letter from the Independent Board Committee; (c) the letter of advice from the independent financial adviser; and (d) a notice convening the EGM, is expected to be despatched to the Shareholders on or Annual Cap before 23 February 2021. The Company is an investment holding company. The Group is principally engaged in the provision of the 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied property agency services in respect of the terms thereofcommercial and industrial properties and shops, properties investment, credit business and securities investment in Hong Kong. Midland is an investment holding company, the Company will comply with shares of which are listed on the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A Main Board of the Listing RulesStock Exchange. The Midland Group is principally engaged in the provision of property agency services in respect of residential properties in the Relevant Territory, where applicableproperty leasing, immigration consultancy services and money lending services.