Common use of Qualifying Shareholders Clause in Contracts

Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder’s name must appear on the register of members of the Company on the Record Date, which is currently expected to be Wednesday, 27 June 2018 and such Shareholder must not be a Non-Qualifying Shareholder. In order to be registered as a member of the Company on the Record Date, any transfer of Shares (together with the relevant share certificate(s)) must be lodged with the share registrar of the Company for registration by 4:30 p.m. on the Last Day for Transfer. The register of members of the Company will be closed from Thursday, 21 June 2018 to Wednesday, 27 June 2018, both days inclusive. The share registrar of the Company is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 00xx Xxxxx, Xxxxxxxx Xxxxxx, 000 Xxxxx’s Road East, Hong Kong. The last day of dealings in the Shares on a cum-rights basis is Friday, 15 June 2018. The Shares will be dealt with on an ex-rights basis from Tuesday, 19 June 2018. The Latest Time for Acceptance is expected to be 4:00 p.m. on the Final Acceptance Date. Qualifying Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding in the Company will be diluted. The Company expects to send the Rights Issue Documents to the Qualifying Shareholders on or before the Posting Date. Subject to the advice of the Company’s legal advisers in the relevant jurisdiction(s) and to the extent reasonably practicable, the Company will send copies of the Prospectus to the Non-Qualifying Shareholders for their information only, but will not send any PAL or EAF to them. A copy of the Prospectus will also be made available on the respective websites of the Company (xxxx://xxx.xxxxxxxxxxxxx.xxx) and the Stock Exchange (xxx.xxxxxxxx.xx).

Qualifying Shareholders. The Rights Issue will only be available to the Qualifying Shareholders. The Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date but will only send the Prospectus (without the PAL), for information purposes only, to the Non-Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder’s name Shareholder must appear on the register of members be registered as a member of the Company at the close of business on the Record Date, which is currently expected to be Wednesday, 27 June 2018 Date and such Shareholder must not be a Non-Qualifying Shareholder. Shareholders with their Shares held by a nominee (or held in CCASS) should note that the Board will consider the said nominee (including HKSCC Nominees Limited) as one single Shareholder according to the register of members of the Company and are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own names prior to the Record Date. In order to be registered as a member members of the Company at the close of business on the Record Date, any relevant transfer of Shares documents (together with the relevant share certificate(s)certificates) must be lodged with the share registrar of the Company for registration by 4:30 p.m. on the Last Day for Transfer. The register of members of the Company will be closed from ThursdayRegistrar at Shops 1712–1716, 21 June 2018 to Wednesday17th Floor, 27 June 2018Hopewell Centre, both days inclusive. The share registrar of the Company is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 00xx Xxxxx, Xxxxxxxx Xxxxxx, 000 Xxxxx183 Queen’s Road East, Hong KongKong for registration no later than 10:00 a.m. on Tuesday, 21 July 2020. The It is expected that the last day of dealings in the Shares on a cum-rights basis is Friday, 15 June 2018. The 17 July 2020 and the Shares will be dealt with on an ex-rights basis from TuesdayMonday, 19 June 201820 July 2020. The Latest Time for Acceptance is expected to be 4:00 p.m. on the Final Acceptance Date. Qualifying Shareholders who take up their pro pro-rata entitlement in full will not suffer experience any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements, if any). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding in the Company will be diluted. The Company expects to send the Rights Issue Documents to the Qualifying Shareholders on or before the Posting Date. Subject to the advice of the Company’s legal advisers in the relevant jurisdiction(s) and to the extent reasonably practicable, the Company will send copies of the Prospectus to the Non-Qualifying Shareholders for their information only, but will not send any PAL or EAF to them. A copy of the Prospectus will also be made available on the respective websites of the Company (xxxx://xxx.xxxxxxxxxxxxx.xxx) and the Stock Exchange (xxx.xxxxxxxx.xx).

Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder’s name Shareholder must appear on the register of members be registered as a member of the Company at the close of business on the Record Date, which is currently expected to be Wednesday, 27 June 2018 Date and such Shareholder must not be a Non-Qualifying Shareholder. In order to be registered as a member members of the Company at the close of business on the Record Date, any transfer all transfers of the Adjusted Shares (together with the relevant share certificate(s)) and/or instrument(s) of transfer) must be lodged with the share registrar of the Company for registration Registrar at Level 54, Hopewell Centre, 000 Xxxxx’x Xxxx Xxxx, Xxxx Xxxx, by 4:30 4: 30 p.m. on 10 January 2022. It is expected that the Last Day for Transfer. The register of members of the Company will be closed from Thursday, 21 June 2018 to Wednesday, 27 June 2018, both days inclusive. The share registrar of the Company is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 00xx Xxxxx, Xxxxxxxx Xxxxxx, 000 Xxxxx’s Road East, Hong Kong. The last day of dealings in the Adjusted Shares on a cum-rights basis is Friday6 January 2022, 15 June 2018. The and the Adjusted Shares will be dealt with on an ex-rights basis from Tuesday7 January 2022. Subject to the Capital Reorganisation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, 19 June 2018. The Latest Time for Acceptance is expected the Company will despatch the Prospectus Documents to be 4:00 p.m. the Qualifying Shareholders on the Final Acceptance DateProspectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non- Qualifying Shareholder for their information only. Qualifying Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does do not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted. Rights of Overseas Shareholders (if any) The Company expects Prospectus Documents are not intended to send be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue Documents to the Qualifying Shareholders on or before the Posting Dateas explained below. Subject to the advice In compliance with Rule 17.41(1) of the Company’s legal advisers in the relevant jurisdiction(s) and to the extent reasonably practicableGEM Listing Rules, the Company will send copies make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The basis for excluding the Non-Qualifying Shareholders(s), if any, from the Rights Issue will be set out in the Prospectus to be issued. The Company will send the Prospectus (without the PAL) and a letter explaining the circumstances in which the Non-Qualifying Shareholders are not permitted to participate in the Rights Issue to the Non-Qualifying Shareholders for their information only. Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealing in the nil-paid Rights Shares end. The proceeds of such sale of individual portion of nil-paid Rights Shares of relevant Non-Qualifying Shareholder, but less expenses and stamp duty, of more than HK$100 will be paid pro rata to the Non-Qualifying Shareholders. In view of administrative costs, the Company will retain individual amounts of HK$100 or less for the benefit of the Company. Any unsold entitlement of Non- Qualifying Shareholders will be taken up by the Underwriter in accordance with the terms of the Underwriting Agreement. The Rights Shares which would otherwise have been provisionally allotted to the Non- Qualifying Shareholders in nil-paid form that have not send been sold by the Company, i.e. the NQS Unold Rights Shares, together with the Unsubscribed Rights Shares, shall be subject to the Compensatory Arrangements, as further described in the paragraph headed ‘‘Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares, and the Compensatory Arrangements’’ below. Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company. Closure of register of members The register of members of the Company will be closed from 11 January 2022 to 13 January 2022 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Adjusted Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Adjusted Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or EAF a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to themthe Rights Shares On the basis of three (3) Rights Shares for every one (1) Adjusted Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. A copy Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Share certificates and refund cheques for the Rights Issue Subject to the fulfilment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before 11 February 2022. If the Underwriting Agreement is terminated or not becoming unconditional, refund cheques will be despatched on 11 February 2022 by ordinary post, at the respective Shareholders’ own risk, to their registered addresses. Application for listing of the Rights Shares The Company will apply to the GEM Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares in the board lot of size of 96,000 Shares, in both their nil-paid and fully-paid forms. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully- paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement dates of the dealings in the Rights Shares in both their nil-paid and fully-paid forms or such other dates as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealing in the Rights Shares in both their nil-paid and fully-paid forms which are registered in the register of members of the Company in Hong Kong will be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy, investor compensation levy or any other applicable fees and charges in Hong Kong. Shareholders are advised to consult their professional advisers if they are in doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in, the nil-paid Rights Shares or the fully-paid Rights Shares and, regarding Non-Qualifying Shareholders, their receipt of the net proceeds, if any, from sales of the nil-paid Rights Shares on their behalf. Conditions of the Rights Issue The Rights Issue is conditional upon the Underwriting Agreement having become unconditional and not being terminated in accordance with the terms thereof. Irrevocable Undertaking As at the date of this announcement, Mr. Xx, a substantial Shareholder, owns an aggregate of 200,730,224 Existing Shares, representing approximately 13.41% of the issued Existing Shares. Pursuant to the Irrevocable Undertakings, Mr. Xx has provided irrevocable and unconditional undertakings to the Company that (a) all the above Shares held by him will continue to be beneficially owned by him on the Record Date; and (b) he will accept and pay for all the Rights Shares to be provisionally allotted to him under the Rights Issue pursuant to the terms and conditions of the Prospectus Documents. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares, and the Compensatory Arrangements Pursuant to Rule 10.31(2) of the GEM Listing Rules, as Mr. Xx, as the Underwriter, is a substantial Shareholder of an aggregate of 200,730,224 Existing Shares, representing approximately 13.41% of the issued Existing Shares, the Company must make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of the Shareholders to whom they were offered by way of the rights. There will also be made available no excess application arrangements in relation to the Rights Issue as stipulated under Rule 10.31(1)(a) of the GEM Listing Rules. The Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares after the Latest Time for Acceptance to independent placees on a best effort basis, and any premium over the aggregate amount of (i) the Subscription Price for those Rights Shares; and (ii) the expenses of the Placing Agent (including any other related expenses/fees), that is realised from the Placing will be paid to those No Action Shareholders. The Placing Agent will, on a best effort basis, procure, by not later than 4: 00 p.m. on Tuesday, 8 February 2022, acquirers for all (or as many as possible) of those Unsubscribed Rights Shares and the NQS Unsold Rights Shares at a price not less than the Subscription Price. Subject to to the Company satisfying the minimum Public Float Requirement under the Rule 11.23(7) of GEM Listing Rules upon the completion of the Rights Issue, any unsold Unsubscribed Rights Shares and the NQS Unsold Rights Shares under the Compensatory Arrangements will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement. For avoidance of doubt, the Underwriter will not take up all of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares if as a result of which the Company will fall below the minimum Public Float Requirement upon completion of the Rights Issue. Any of the Rights Shares which remain untaken by the Underwriter, as a result of the maintenance of the minimum Public Float Requirement upon completion of the Rights Issue, will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid on pro-rata basis (on the respective websites basis of all Unsubscribed Rights Shares and NQS Unsold Rights Shares) to the Company No Action Shareholders (xxxx://xxx.xxxxxxxxxxxxx.xxxbut rounded down to the nearest cent) and the Stock Exchange (xxx.xxxxxxxx.xx).as set out below:

Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder’s name Shareholder must appear on be registered as a Shareholder at the register close of members of the Company business on the Record Date, which is currently expected to be Wednesday, 27 June 2018 Date and such Shareholder must not be a Non-Qualifying Shareholder. In order to be registered as a member Shareholder at the close of the Company business on the Record Date, any transfer all transfers of the Consolidated Shares (together with the relevant share certificate(s)) and/or instrument(s) of transfer) must be lodged with the share registrar of the Company for registration Registrar at Room 0000X, 00/X., 000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx, by 4:30 4: 30 p.m. on Monday, 2 September 2024. It is expected that the Last Day for Transfer. The register of members of the Company will be closed from Thursday, 21 June 2018 to Wednesday, 27 June 2018, both days inclusive. The share registrar of the Company is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 00xx Xxxxx, Xxxxxxxx Xxxxxx, 000 Xxxxx’s Road East, Hong Kong. The last day of dealings in the Consolidated Shares on a cum-rights basis is FridayThursday, 15 June 2018. The 29 August 2024, and the Consolidated Shares will be dealt with on an ex-rights basis from TuesdayFriday, 19 June 201830 August 2024. The Latest Time for Acceptance is expected Subject to be 4:00 p.m. the Share Consolidation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Final Acceptance DateProspectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Qualifying Shareholder for their information only. Qualifying Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does do not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted. Rights of Overseas Shareholders (if any) The Company expects Prospectus Documents are not intended to send be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue Documents to the Qualifying Shareholders on or before the Posting Dateas explained below. Subject to the advice In compliance with Rule 17.41(1) of the Company’s legal advisers in the relevant jurisdiction(s) and to the extent reasonably practicableGEM Listing Rules, the Company will send copies make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The Company will despatch the Prospectus (without the PAL) to the Non-Qualifying Shareholders for their information onlyonly on the Prospectus Posting Date. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollars, except that the Company will retain individual amounts of less than HK$100 for its own benefit. Overseas Shareholders should note that they may or may not send any PAL or EAF be entitled to them. A copy the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the Prospectus will also be made available on GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the respective websites securities of the Company. Closure of register of members The register of members of the Company will be closed from Tuesday, 3 September 2024 to Monday, 9 September 2024 (xxxx://xxx.xxxxxxxxxxxxx.xxxboth days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Consolidated Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to the Rights Shares On the basis of three (3) Rights Shares for every one (1) Consolidated Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 (after trading hours of the Stock Exchange Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the Placing Period to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) on a best efforts basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best efforts basis, procure, by not later than 4: 00 p.m. on Friday, 4 October 2024, placees for all (xxx.xxxxxxxx.xx).or as many as possible) of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. Any Unsubscribed Rights Shares and NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the Underwriting Agreement and the remaining Rights Shares (if any) will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):