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

REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is principally engaged in the operation of department stores in the PRC. The Directors and the NWD Directors believes that the Acquisition will further enhance the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will provide an opportunity for the Company to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors consider that the terms of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the Group and the shareholders of the Company as a whole. The NWD Directors also consider that the terms of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the NWD Group and the shareholders of NWD as a whole. As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing Rules. As the Company is a subsidiary of NWD and one of the applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but is less than 25%, the Acquisition also constitutes a discloseable transaction for NWD under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing Rules.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is principally engaged in (i) property development and investment; (ii) winery and wine related business; (iii) the operation provision of department stores in the PRCfactoring services; and (iv) financial investments business. The Directors consider the Land Parcel is located at a strategic location, which is in the center of Kai Tak Development and will be served by the future Shatin to Central Link-Kai Tak MTR Station, and is of good development potential. Considering the growing population and the NWD continued growth in demand for residential units in Hong Kong, the Directors believes that believe the Acquisition will further enhance the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will residential property market is an attractive area for investment to provide an opportunity long-term growth for the Company to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors consider that the Acquisition is in line with the business strategy of the Group and would build up the Group’s land portfolio for its property development business, thereby increasing Shareholders’ value. Based on the above, the Directors consider the Acquisition is in the Group’s ordinary and usual course of business, the terms of the Acquisition and the Memorandum of Agreement are fair and reasonable and are on normal commercial terms and that the Acquisition is in the interests of the Group Company and the shareholders of the Company Shareholders as a whole. The NWD Directors also consider that the terms LISTING RULES IMPLICATIONS Since one of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the NWD Group and the shareholders of NWD as a whole. As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5exceeds 25% but are is less than 25100%, the Acquisition constitutes a discloseable major transaction for the Company under Chapter 14 for the purposes of the Listing Rules and is therefore subject to the announcement requirements under Rule 14.07 of the Listing Rules. As the Group’s principal businesses include property development, the Company is regarded as a subsidiary of NWD ‘‘Qualified Issuer’’ and one the Acquisition is regarded as a ‘‘Qualified Property Acquisition’’ under Rule 14.04(10B) and (10C) of the applicable percentage ratio calculated Listing Rules. Accordingly, the Acquisition is subject to reporting and announcement requirements but is exempt from Shareholders’ approval requirement pursuant to Rule 14.07 14.33A of the Listing Rules Rules. The Tenderer is a wholly-owned subsidiary of Gold Flair, which is in respect turn a wholly- owned subsidiary of Golden Sphere. Golden Sphere is owned as to 60% indirectly by the Company and as to 40% by Gold Vibe, a company wholly owned by Mr. Xxx who is the Chairman of the Acquisition exceed 5% but Board, an executive Director and the controlling Shareholder as at the date of this announcement. Mr. Xxx is less than 25%, therefore a connected person of the Company under the Listing Rules and the Acquisition also constitutes a discloseable connected transaction for NWD under the Company pursuant to Chapter 14 14A of the Listing Rules and is therefore subject to Rules. As disclosed in the announcement of the Company dated 5 September 2016, the Company entered into the JV Agreement with Mr. Xxx, pursuant to which the parties agreed to form special purpose entities, which will be owned as to 60% and 40% by the Company and Mr. Xxx respectively, for the purpose of participating in tender(s) for land acquisition(s) in accordance with the relevant requirements under specified by the HK Government or a PRC Governmental Body (as defined in the Listing Rules) up to an aggregate value of HK$20 billion. Formation of any special purpose entities shall be governed by the terms of the JV Agreement. The Company has sought advance mandate from the Independent Shareholders at a special general meeting held on 1 November 2016 in respect of the JV Agreement. As the formation of Golden Sphere and the Tenderer and the Acquisition are in accordance with the terms of the JV Agreement and within the aforesaid mandate, no further approval is required from the Independent Shareholders for the Acquisition. For details regarding the business scope and status of the special purpose entities to be formed under the JV Agreement, the dividend and distribution policy as well as financial and capital commitment, which are applicable to Gold Sphere and the Tenderer, please refer to the circular of the Company dated 14 October 2016.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group subsidiary of Zhongbei Kiln is principally engaged the largest and most influential organizer for professional technical exhibition of composite materials in the operation Asia Pacific region. Through the Acquisition, China Composites will realize the unification of department stores in the PRCexhibition sponsor and organizer. The Directors and the NWD Directors believes that the Acquisition will This is conducive to further enhance the Company’s comprehensive influence of China Composites, which is in line with the Shanghai marketdevelopment direction and positioning of the main business of China Composites. The Directors and Board (including the NWD Directors also believes that the Acquisition will provide an opportunity for the Company to increase its interests in department store business in the eastern part independent non-executive Directors) is of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors consider view that the terms of the Acquisition and the Agreement are fair and reasonable reasonable. The Acquisition is conducted in the ordinary and usual course of business of the Group on normal commercial terms terms, and that the Acquisition is in the interests of the Group Company and the its shareholders of the Company as a whole. The NWD Except that five Directors also consider that (including Xx. Xxx Xxxxxxxx, Xx. Xxxxx Xxxxxxx, Xx. Xxxx Xxxx, Xx. Xx Xxxxxxxx and Xx. Xxxx Xxxxxxx) who are employed by the terms Parent or its subsidiaries other than the Group and thus need to abstain from voting on the Board resolution approving the Acquisition, none of the Acquisition Directors have a material interest in the Acquisition. As the Parent has a direct and indirect equity interest of approximately 43.02% in aggregate in the Company, it is therefore a substantial shareholder of the Company. CNBM Assets Management is a wholly-owned subsidiary of the Parent and thus constitutes a connected person of the Company. Accordingly, the entering into of the Agreement and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests transaction contemplated thereunder constitute connected transactions of the NWD Group and the shareholders of NWD as a wholeCompany. As one or more of the applicable percentage ratios calculated pursuant to (as defined under Rule 14.07 of the Listing Rules Rules) in respect of the Acquisition exceed 50.1% but all such applicable percentage ratios are less than 255%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements, but is exempt from the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Upon completion of the Company is Acquisition, Zhongbei Kiln will become a subsidiary of NWD the Company and one cease to be a connected person of the applicable percentage ratio calculated pursuant Company. Prior to Rule 14.07 this, there were no continuing connected transactions between members of the Listing Rules in respect Group and Zhongbei Kiln. After the completion of the Acquisition exceed 5% but is less than 25%Acquisition, the Acquisition also constitutes a discloseable transaction for NWD under Chapter 14 continuing transactions (if any) between members of the Listing Rules Group and is therefore subject to Zhongbei Kiln will no longer constitute continuing connected transactions of the announcement requirements under the Listing RulesGroup.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The current production facilities of Zhejiang Jinyuan have been in use for over 15 years. The Group is principally engaged in need of additional space to cope with its business development and expansion. In addition, the operation of department stores in Group is contemplating to relocate its research and development centre to Wuyuan Town, Haiyan County, Zhejiang Province, the PRC. The It is planned that the Property will be used as workshop for maintenance of production facilities, warehouse, research and development centre and staff quarters. Having considered the location and investment value of the Property, the Group’s business expansion plan in the long run and available financial resources, the Directors and are of the NWD Directors believes view that the Acquisition will further enhance the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will provide an opportunity for the Company be beneficial to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisitionbusiness development. The Directors and Directors, including the NWD Directors believe that the earnings of the Group will be enhanced. The Directors independent non-executive Directors, consider that the terms of the Acquisition Sale and the Purchase Agreement are fair and reasonable and was entered on normal commercial terms and that the Acquisition is in the interests of the Group and the shareholders of the Company as a whole. The NWD Directors also consider that the terms of the Acquisition and the Agreement transaction contemplated thereunder are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests interest of the NWD Group Company and the shareholders of NWD Shareholders as a whole. As at the date of this announcement, Kingdom Creative is owned as to 71.64% by Xx. Xxx Xxxxxxx, the chairman of the Board and an executive Director. Kingdom Creative is therefore a connected person of the Company and the Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5are more than 0.1% but all are less than 255%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore will be subject to the reporting, announcement and annual review requirements but exempt from independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the The Company is an investment holding company. Its subsidiaries, including Zhejiang Jinyuan, are principally engaged in the manufacture and sale of linen and hemp yarn. The Group is the leading exporter of linen yarn in the PRC. Kingdom Creative is a subsidiary of NWD joint stock company established in the PRC with limited liability. It has a diversified investment portfolio including retail business, banking, finance leasing and one biotechnology companies. It is owned as to 71.64% by Xx. Xxx Xxxxxxx, the chairman of the applicable percentage ratio calculated pursuant to Rule 14.07 Board and an executive Director. The executive Directors of the Listing Rules in respect Company, namely Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx, Xx. Xxxxx Xxxxxxx and Ms. Xxxx Xxxx, are directors of the Acquisition exceed 5% but is less than 25%, the Acquisition also constitutes a discloseable transaction for NWD under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing RulesKingdom Creative.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is principally engaged strives to expand and strengthen its real estate business segment so as to accelerate the growth of its core businesses. Through the acquisition of the premier Qing Pu land resources from its parent group, the Group further increases its investment in the operation real estate segment. Upon Completion, the parcels of department stores in land acquired under the PRCAcquisition will be available to the Group for development into low density residential areas and villas. The Acquisition will enhance the earnings base of the Group’s real estate business, and bring momentum to the continued development of the segment. The Group will pursue the possibility of further acquiring adjacent parcels of land for development use. The Directors and (excluding the NWD independent non-executive Directors believes that who will express their view after considering the Acquisition will further enhance advice from the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will provide an opportunity for the Company to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors independent financial adviser) consider that the terms of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the Group and the shareholders of the Company Shareholders as a whole. The NWD Directors also consider that Since the terms Vendor is an indirect wholly owned subsidiary of SIIC, the controlling shareholder of the Acquisition and Company, the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition Vendor is in the interests a connected person of the NWD Group and the shareholders of NWD as a whole. As the applicable percentage ratios calculated pursuant to Rule 14.07 of Company under the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, and the Acquisition constitutes a discloseable connected transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing Rules. As the Company is a subsidiary of NWD and one of consideration ratio for the applicable percentage ratio Acquisition calculated pursuant to under Rule 14.07 of the Listing Rules (by aggregating the maximum amount payable by the Group as a result of the Acquisition, being the Consideration, the Capital Commitment and the loans due from Xxxx Xxx Shanghai and Feng Qi Shanghai to Shanghai SIIC as well as the maximum interest to be accrued thereon) exceeds 2.5% and the total maximum amount payable by the Group as a result of the Acquisition is more than HK$10,000,000, the Acquisition is subject to the reporting, disclosure and independent shareholders’ approval requirements under the Listing Rules. The Company will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Agreement and the transactions contemplated thereunder. The votes at the EGM shall be taken by poll. As SIIC has a material interest in the Acquisition and the transactions contemplated under the Agreement by reason of it being the holding company of the Vendor, SIIC and its associates shall abstain from voting on the resolution to be proposed at the EGM to approve the Agreement and the transactions contemplated thereunder. The Independent Board Committee has been established to advise the Independent Shareholders as to the Acquisition and the Agreement and an independent financial adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition exceed 5% but is less than 25%and the Agreement. A circular containing, amongst other things, details of the Acquisition and the Agreement, the Acquisition also constitutes letter of advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders, the recommendation of the Independent Board Committee to the Independent Shareholders, the valuation report in respect of the Feng Mao Property and the Feng Qi Property, the notice convening the EGM and other information as required under the Listing Rules will be despatched to the Shareholders as soon as practicable. As Shanghai SIIC is a discloseable wholly owned subsidiary of SIIC, the controlling shareholder of the Company, it is a connected person of the Company under the Listing Rules. Accordingly, each of the Feng Mao Shanghai Loan and the Feng Qi Shanghai Loan shall constitute a continuing connected transaction for NWD the Company under Chapter 14 the Listing Rules after Completion if such loan remains outstanding after Completion. The Directors confirm that (i) the terms of the Feng Mao Shanghai Loan were on normal commercial terms to Feng Mao Shanghai and the Group and no security over the assets of Xxxx Xxx Shanghai or the Group was or will be granted; and (ii) the terms of the Feng Qi Shanghai Loan were on normal commercial terms to Xxxx Xx Shanghai and the Group and no security over the assets of Feng Qi Shanghai or the Group was or will be granted. Accordingly, the Feng Mao Shanghai Loan and the Feng Qi Shanghai Loan shall after Completion be exempted continuing connected transactions for the Company under Rule 14A.65(4) of the Listing Rules and is therefore are not subject to the announcement any announcement, reporting or shareholders’ approval requirements under the Listing Rules.

REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is a property developer in the PRC and is principally engaged in the operation businesses of department stores property development, property investment and hotel operations in the PRC. The Company believes that the Acquisition represents a valuable opportunity to acquire two quality residential projects located in Shanghai where the Group has a strong foothold. The Acquisition will help the Group achieve its strategic goals of continuing building its property portfolio in core first-tier and second-tier cities in the PRC. The Directors and (including the NWD Directors believes that the Acquisition will further enhance the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will provide an opportunity for the Company to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors independent non-executive Directors) consider that the Share Transfer Agreement has been made on normal commercial terms and in the ordinary and usual course of business of the Acquisition Group, and the Agreement that its terms are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the Group Company and the shareholders of the Company Shareholders as a whole. The NWD Directors also consider Given that the terms one or more of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the NWD Group and the shareholders of NWD as a whole. As the applicable percentage ratios calculated pursuant to under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 525% but are less than 25%none of such percentage ratios is 100% or above, the Acquisition constitutes a discloseable major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition under the Share Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Share Transfer Agreement and the Acquisition. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Company under Chapter 14 Share Transfer Agreement and the Acquisition in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Share Transfer Agreement and the Acquisition. As such, the Company is therefore subject not required to convene a special general meeting to consider and approve the announcement requirements Share Transfer Agreement and the Acquisition as permitted under Rule 14.44 of the Listing Rules. As the Company is a subsidiary of NWD and one none of the applicable percentage ratio calculated pursuant Directors is considered to Rule 14.07 have a material interest in the Acquisition, no Director was required to abstain from voting on the resolution of the Listing Rules Board in respect of the Acquisition. A circular containing, among other things, further information in respect of the Acquisition exceed 5% but is less than 25%will be despatched to the Shareholders for their information on or before 25 November 2016. In order to allow sufficient time to prepare the information to be included in the circular, the Acquisition also constitutes Company will apply to the Stock Exchange for a discloseable transaction for NWD under Chapter 14 waiver from strict compliance with Rule 14.41(a) of the Listing Rules and is therefore subject Rules, which requires the circular to be despatched to the announcement requirements under Shareholders within 15 business days after the Listing Rulespublication of this announcement.