Common use of REASONS FOR AND BENEFITS OF THE ACQUISITION Clause in Contracts

REASONS FOR AND BENEFITS OF THE ACQUISITION. The principal activities of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering. In view of the ongoing trade war between the PRC and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition in the oil trading business arising from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the Company will further explore the possibility of transforming the existing vessels or hiring vessels to shipping cargoes such that the Group could further use its own resources to extend its business into logistics services. With the view to strengthen the Group’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie images. The Consideration, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of the Company. In the view of all above, the Board (including the independent non-executive Directors) considers that the Acquisition is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The principal activities Group is principally engaged in jewelry business in Hong Kong and the PRC, as well as solar energy business in the PRC. The Group has been expanding its solar energy business since the end of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering2015. In view of the ongoing trade war between imminent need of factory premises for its business operation, the PRC Company entered into the Framework Tenancy Agreement with the Vendor in 2015 for the Group’s proposed lease of the Factory upon its construction by the Vendor. The Company intended to use the Factory as the production plant of the Coolstore cooling-stored pipes. Having undergone the testing stage for solar-powered interior climate products, the Group commenced sales of solar photovoltaic products in 2016. With the established international sales channels by making use of the network of Suncool AB, a leading energy conservation technologies development company in Sweden, and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition optimistic prospects under favourable policy environment in the oil trading business arising from slowing down of PRC, the international trade and Company expected the demand for oil such products would increase gradually. To facilitate the production capacity in order to meet the growing demand of solar photovoltaic products, the Company, the Purchaser and oil products; (iii) tightening of bank credits available the Vendor entered into the MOU in 2017 in relation to the Group; and (iv) ongoing legal proceedings against proposed acquisition of the Company. ThereforeFactory, as well as the Group considers to diversify its business into other business sectorsinterim use of the Factory. The entering into of the SPA could therefore conclude the Acquisition is a good opportunity for which would enable the Group to diversify cope with its business stream and mitigate future development while at the risks arising from same time saving rental cost of the international trade. The Target Group’s business Factory in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and long run. Considering the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the Company will further explore the possibility of transforming the existing vessels or hiring vessels to shipping cargoes such that the Group could further use its own resources to extend its business into logistics services. With the view to strengthen the Group’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie images. The Consideration, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of the Company. In the view of all above, the Board Directors (including the excluding Mr. Xx Xxx Xx, Xxxxx and all independent non-executive Directors) considers are of the view that the Acquisition is terms of the SPA and the transactions contemplated thereunder are on normal commercial terms after arm’s length negotiations, fair and reasonable and is in the interests of the Company and its the Shareholders as a whole. LISTING RULES IMPLICATIONS As the highest applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition is above 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules. As Xx. Xx Xxxxx, a Controlling Shareholder, is effectively the indirect beneficial owner of approximately 34.5% in the registered capital of the Vendor, under Rule 14A.12(1)(c) of the Listing Rules, the Vendor is an associate of Xx. Xx Xxxxx and therefore, under Rule 14A.07(4) of the Listing Rules, becomes a connected person of the Company. The transaction contemplated under the SPA constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules, which is subject to, among other things, the Independent Shareholders’ approval at the EGM. Save and except for Mr. Xx Xxx Xx, Xxxxx, a non-executive Director, in his capacity as a director of the Vendor, none of the other Directors has a material interest in the SPA and the transactions contemplated thereunder or is required to abstain from voting on the Board resolution. Mr. Xx Xxx Xx, Xxxxx is not a shareholder of the Vendor. He abstained from voting at the Board meeting approving the SPA and the transactions contemplated thereunder. Given Xx. Xx Xxxxx and Mr. Xx Xxx Xx, Xxxxx are connected persons of the Company and have material interest in the Acquisition, Xx. Xx Xxxxx and Mr. Xx Xxx Xx, Xxxxx (and their respective associates), who are respectively interested in 207,454,000 Shares and 2,736,000 Shares, representing approximately 62.85% and approximately 0.83% of the issued share capital of the Company as at the date of this announcement, will abstain from voting at the EGM for approving the SPA and the transactions contemplated thereunder. An Independent Board Committee will be established to advise the Independent Shareholders regarding the terms of the SPA and the transactions contemplated thereunder. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the SPA and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. None of the members of the Independent Board Committee will have any material interest in the SPA and the transactions contemplated thereunder.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The principal activities In the convention and exhibition industrial chain, the upstream main contracting business generally has higher overall efficiency than other business links. As an exhibition sponsoring and undertaking company focusing on light assets operation model, the Target Company has been operating a series of the Group are investment holding, manufacturing well-known and trading of printed circuit boards well-established international business exhibitions such as China Refrigeration Expo (the “Printed Circuit Boards Business”中國製冷展), trading of petroleum Transportation Engineering Exhibition (交通工程展) and energy products and related business Franchise China (the “Petroleum and Energy Business”特許加盟展), and vessel chartering. In view of among which China Refrigeration Expo has two international authoritative certifications, namely the ongoing trade war between the PRC UFI and the US FCS, and has become the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition largest professional exhibition in the oil trading business arising global HVAC&R industry. Benefiting from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing convention and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipmentexhibition projects, the Target Group Company has established its own brand stable operating cash flow and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenuegreat development potential. Furthermore, in negotiating Through the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development group of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group Capital Convention will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing further strengthen the upstream convention and packagingexhibition sponsoring and undertaking business layout, brand labelling and other logistics services to its existing customers. As accelerate the Group has an existing vessel chartering business, the management improvement of the Company operation mode of the whole industry chain of the convention and exhibition industry, give full play to the advantages of interconnection, complementarity and synergistic development among various business forms, which will further explore be conducive to enhancing the possibility profitability and sustainable operation capability of transforming the existing vessels or hiring vessels to shipping cargoes such that convention and exhibition segment and better serve the Group could further use its own resources to extend its business building of Beijing into logistics services. With “four centres (i.e. the view to strengthen political centre, cultural centre, international exchange centre and technological innovation centre) of the Groupnation”, in line with the Company’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie imagesstrategic development plan. The ConsiderationCompany will pay the consideration out of its self-owned funds, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of have a material impact on the Company’s operating cash flow and financial position. In the view of all above, the Board The Directors (including the independent non-executive Directors) considers have confirmed that the terms of the Acquisition are fair and reasonable, the Acquisition is fair on normal commercial terms or better and reasonable in the ordinary and usual course of business of the Group, and is in the interests of the Company and its Shareholders shareholders as a whole. Given Mr. XX Xxx-Xxxx and Xx. XX Xxx also act as directors in BNSIGC, and Xx. XXXXX Xxx-Xxx and Xx. XXX Xxxxx are also directors and supervisors of subsidiaries of BNSIGC, they are deemed to have material interest in the Acquisition. They all have abstained from voting on approving the Equity Transfer Agreement in the Board meeting pursuant to the requirements under the Listing Rules. Save as disclosed above, none of the Directors has any material interest in the Acquisition.