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

REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities of the Group comprise the distribution and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the PRC and Southeast Asia. The Purchaser was established in 1934 and is one of the leading manufacturers for measuring instruments in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities Against the backdrop of the Group comprise outbreak of Coronavirus Disease 2019 in the distribution PRC at the beginning of 2020, demand for hydraulic press products has been further affected by the conditions and maintenance growth of a wide range the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of machine toolsfixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained in the PRC, precision measuring instrumentsit is expected that the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. Furthermore, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing hydraulic press industry in Hong Kongthe PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the PRC volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and Southeast Asiapotential instability with respect to its business performance and results of operations. The Purchaser was established in 1934 and is It has been one of the leading manufacturers for measuring instruments Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser hydraulic press industry in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target , the Directors believe that the Disposal may allow the Company has been an authorised distributor to realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Group to dispose Company in respect of its interests in the Target CompanyDisposal, he has voluntarily abstained from voting on the Purchaser has also agreed to appoint resolutions of the Group as its preferred distributor in Southern China after Board approving the Equity Transfer Agreement and the Disposal. Given that The Directors consider that, although the Group is already Equity Transfer Agreement and the authorised distributor for Disposal are not in the Purchaser’s products in Central ordinary and Northern Chinausual course of business of the Group, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation terms of the cooperation arrangement with the Purchaser in the Target Company upon CompletionEquity Transfer Agreement are fair and reasonable, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. As disclosed in the interim report of the Company for the six months ended 30 June 2019, the revenue and gross profit decreased significantly compared to that for the six months ended 30 June 2018. In view of the current market environment and business prospects of the property market in the PRC, and having regard to the uncertain business operation environment of the property leasing market in the PRC, the Company expects that the Group can benefit from the Disposal as it can obtain positive cash flow from the Disposal which will strengthen the financial position of the Group comprise the distribution and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery will provide funds for the manufacturing industry general working capital of the Group and settlement of its outstanding liabilities. The Company has requested different property agents to sell the Properties for more than half a year. As informed by the property agents, few people inquired about the Properties with those who inquired demanding for a lower price from time to time. In addition, as the Properties comprise 8 commercial premises on the same floor which involved a large sum of the Consideration, it’s difficult to identify a willing purchaser in Hong Konga short period of time. As a result, when the Purchaser was identified, the Vendor grasped the opportunity and entered into the Sale and Purchase Agreement with the Purchaser. In view of the outstanding liabilities detailed in the section headed “Use of Proceeds” above, the Company entered into the placing agreement dated 20 September 2019. In addition, taking into consideration the uncertain development of property market in PRC as detailed below, the Company has put its 9 properties, i.e. the Properties and a residential house in Shenzhen for sale or lease to realise their value for settlement of outstanding liabilities of the Group. As at the date of this announcement, the residential house in Shenzhen is vacant with no pledge or mortgage for which no potential purchaser was identified. The Company has conducted researches with reference to public information on the office market in the PRC and Southeast Asiain particular, Shenzhen. The Purchaser was established According to certain research reports on the PRC real estate market in 1934 2019 prepared and published by famous and trustworthy property valuers, there is one of the leading manufacturers for measuring instruments approximately 58% decline in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong net absorption rate and the PRC. The Target Company has been an authorised distributor of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due vacancy rate rose to the keen competition 20.9% in the measuring equipment second quarter of 2019 for the office market in Southern China 17 major cities in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated vacancy rate will continue to increase due to the expected large supply. The oversupply, together with the slowdown in the PRC economy will inevitably impose downward pressure to the office market in Shenzhen. It is noticed that the geopolitical uncertainty derived from China-US trade tension and the extra tariff on Chinese exports to the US and consequent reduction in import/export activity has cast a shadow over the business confidence in the PRC. Shenzhen, as a leader of the PRC economy at the forefront of its economic reform may be affected immediately and directly. The challenging outlook for the PRC economy in light of the ongoing trade war and the increasing competition in nearby cities brought by The Planning of the Guangdong-Hong Kong-Macau Greater Bay Area may deteriorate the property market in Shenzhen in the future. It might cause and intensify the negative impact on the fair value of the Properties. As such, due to a worsening economic outlook of the PRC and high vacancy rate of office market in Shenzhen, it is understandable that the current market value of the Properties is different from the Disposal would allow market value of the Group to reduce Properties when it was acquired in 2015 and its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing businesslatest book value as at 31 December 2018. The intended use Directors are not optimistic to the office market in Shenzhen in the coming future as the office market in Shenzhen is in a downward trend. In order to eliminate the risk of proceeds from potential further loss of the Properties and in consideration of the funding needs of the Group, the Directors decided to proceed with the Disposal and are of the view that the Disposal at the Consideration which is set out similar to the valuation of the Properties disclosed in the section headed “Intended Use of ProceedsConsideration and payment terms” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are is in the interests best interest of the Shareholders and the Company as a whole. UPDATE ON THE PLACING Reference is made to the announcement of the Company dated 20 September 2019 in relation to the placing of new Shares under general mandate of the Company. The placing agent has identified more than 6 placees, and completion of the placing will take place in accordance with the placing agreement. The long stop date for fulfillment of the conditions precedent of the placing is 31 October 2019. Net proceeds from the placing are expected to be approximately HK$8.4 million. UPDATE ON THE ACQUISITION Reference is made to the announcement of the Company dated 17 July 2017. Skyline Top Limited (“Skyline Top”, a subsidiary of the Company) entered into an agreement with Yardley Wealth Management Limited (“Yardley”) to acquire the remaining 50% interests in Delightful Hope Limited (“DHL”), which indirectly wholly owns the Vendor, for cash consideration of HK$55 million (the “Acquisition”). On 19 March 2019, the parties agreed to extend the long stop date of the Acquisition to 31 March 2020. As stated in the table on page 6 of this announcement, part of the net proceeds from the Disposal are intended to be used to settle the remaining balance of HK$10 million of the consideration in relation to the Acquisition. DHL is a joint venture company incorporated in the British Virgin Islands and a non-wholly owned subsidiary of the Company. It is owned as to 50% by the Company and its principal business is investment holding. There is no change in the business operation of DHL since its incorporation. Part of the net proceeds from the Disposal are intended to be used for the settlement of the remaining balance of HK$10 million of the consideration in relation to the Acquisition and the interest accrued, upon payment of which completion of the Acquisition will take place. Save for disclosed, no other agreement or arrangement was made between Skyline Top and Yardley in relation to the Consideration. Notwithstanding the Acquisition has not been completed, the Group is legally entitled to proceed with the Disposal and fully receive the Consideration. Pursuant to the agreement for the Acquisition dated 17 July 2017 (as amended by the supplemental agreements dated 31 July 2017, 17 January 2018 and 19 March 2019), all conditions precedent have been fulfilled. It is the obligation of Skyline Top to make the balance of the consideration upon completion of the Acquisition. In view of the cashflow of the Group and after arm’s length negotiation between the parties, Xxxxxxx agreed to postpone the completion of the Acquisition pending the payment of the remaining balance of the consideration. Even though the completion of the Acquisition has not taken place and in consideration of the downturn of the Shenzhen property market, Xxxxxxx agreed to receive the remaining balance upon Completion. As such, the Disposal does not constitute a material change of the Acquisition. In addition, DHL also indirectly owns the residential house in Shenzhen with the book value of approximately RMB19.5 million (equivalent to approximately HK$22.2 million) as at 31 December 2018 based on the valuation report as at 31 December 2018 which was carried in the books of the Company using an exchange rate of RMB1 to HK$1.1386 quoted on 31 December 2018 which is an investment property for sale or lease. It is fair and reasonable and the contractual obligation of Skyline Top to proceed with the Acquisition after the Completion. GEM LISTING RULES IMPLICATIONS As one of the applicable percentage ratios calculated in accordance with the GEM Listing Rules in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of the Company under the GEM Listing Rules. A circular containing, among other things, further details of the Disposal, notice of the SGM and other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders as a wholeon or before 19 November 2019. As the Disposal is subject to, amongst others, Shareholders’ approval at the SGM and may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities Group is principally engaged in (i) the provision of factoring services; (ii) financial investments; (iii) winery and wine related business; and (iv) property development and investment. In recent years, the real estate business of the Group comprise has been growing rapidly. According to the distribution and maintenance interim report of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery the Group for the manufacturing industry six months ended 31 December 2016, the substantial increase in profit attributable to the owners of the Company during the reporting period as compared to that for the preceding corresponding period was mainly driven by the fair value gain on Xxxxxx Financial Global Centre, an investment property of the Group situated in Kowloon Bay, Hong Kong. In order to capture the benefits from the recent growth in property market in Hong Kong, the PRC Group has been actively expanding its real estate portfolio through various steps including but not limited to the acquisition of a land parcel situated in Xxxxxx Xxxxx Street, Ho Man Tin, Hong Kong in March 2016 and Southeast Asiathe development of a residential property development project at the Ho Man Tin Station Package One Property Development in December 2016. The Purchaser was established in 1934 and is one In view of the leading manufacturers for measuring instruments improving transport connectivity in Kowloon East, the world, and has a long-standing relationship with Board believes the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor prospects of the products existing property projects of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop strengthened, and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from that the Disposal would allow the Group to reduce its indebtedness level, explore effectively allocate and pursue new business opportunities and allocate devote its resources into other business segments with promising prospects including its real estate business in the future. In addition, by offsetting the Consideration against the amount payable by the Vendor to expand the Purchaser arising from the previous acquisition as stipulated under the 2015 Tianjin Sale and Purchase Agreement, liabilities of the Group would be reduced upon Completion, thereby providing the Group with financial flexibility for its existing businessfuture business development. The intended use of proceeds Group expects to recognise a gain from the Disposal of approximately HK$759,000 (subject to adjustment and audit) in its accounts for the year ending 30 June 2017. The gain on Disposal is estimated based on the Consideration less the unaudited consolidated net assets of the Disposal Group as at 31 May 2017, the shareholder’s loan of the Disposal Group as at 31 May 2017 and the release of translation reserve of the Disposal Group arising from exchange rate changes. No sale proceed is expected to be arisen from the Disposal. In light of the reasons set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors (excluding Mr. Xxx and Xx. Xxxx but including all independent non-executive Directors) consider that the terms of the Disposal contemplated by the Sale are fair and Purchase Agreement is reasonable, on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities of Company is principally engaged in investment holding and the Group comprise is principally engaged in the distribution property development of properties for sale in the PRC, the investment of commercial and maintenance residential properties located in the PRC for rental income potential and/or for capital appreciation, the provision of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry project management services in Hong Kong, the PRC and Southeast Asia. The Purchaser was established the provision of investment services in 1934 relation to investment in and is one sale of the leading manufacturers for measuring instruments property development and old village land redevelopment projects in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Disposal Company has been an authorised distributor was in a net liability position as at 31 March 2023 and this position is expected to remain at the same level upon settlement of the products legal case amounted to RMB296,304,000 (equivalent to approximately HK$323,920,000), when Hengxiang Real Estate will transfer the properties held under the Anshan Coastal Xintiandi Project for settlement purposes as disclosed under the section headed “Information on the Disposal Company” in this announcement. The net liability position of the Purchaser Disposal Company is mainly attributable to the trade and other payables in Southern Chinathe amount of approximately HK$368 million and tax payable in the amount of approximately HK$37.6 million as at 31 March 2023. To As the best knowledge, information and belief Disposal Company will not have any operations subsequent to the transfer of the Directors having made all reasonable enquiriesAnshan Coastal Xintiandi Project for settlement of the legal case and the completion of the title transfer process of the Beijing Bay Project, due its net liability position is expected to worsen when it continues to incur day-to-day expenses. Given the keen competition in current financial position and the measuring equipment market in Southern China in recent years, future prospects of the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Disposal Company, the Purchaser has also agreed to appoint Board is of the Group as its preferred distributor in Southern China after the Disposal. Given view that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would Disposal will enable the Group to expand realise its distribution business investment in the PRC. Furthermore, after cessation Disposal Company and improve the balance sheet of the cooperation arrangement with Group as the Purchaser in Disposal Company will cease to be a subsidiary of the Target Group and the assets and liabilities of the Disposal Company upon will no longer be consolidated into the consolidated financial statements of the Group. Following Completion, the Group would will continue to operate the following projects in terms of its operations in the property development segment: Project Use Market value as at 31 March 2023 Development stage GFA of the development Total revenue expected to be able recognised for the whole project Timeline of revenue recognition Whether the revenue will be consolidated into the Company’s financial statements (RMB’000) (sq.m.) (RMB’000) Shahekou District, Dalian Mixed 50,700 Completed for sale 217,200 55,620 Starting from fourth quarter of 2024 Yes Jinzhou District, Dalian Medical and hygiene 172,000 To be developed 123,046 250,000 Starting from fourth quarter of 2025 Yes Sujiatun District, Shenyang Mixed 598,000 To be developed 1,914,900 5,000,000 Starting from third quarter of 2027 Yes Chaoyang District, Beijing* Commercial No commercial value as no relevant State- owned Land Use Rights Certificate was granted To be developed 45,000 6,800,000 Starting from 2030 Yes Remaining parts of the Chongqing Silo City Project# Residential 29,085 Completed for sale 12,291 35,333 Starting from second quarter of 2024 Yes Remaining parts of the Dalian Jianzhu Project# Residential 73,800 Completed for sale 4,697 62,233 Starting from first quarter of 2025 Yes * The Group intends to develop the project for the investment purpose and expand its own measuring instrument business it is expected that the property will generate aggregate rental income in the PRC without any contractual restrictionestimated amount of RMB6.8 billion over the course of 35 years starting from 2030. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in # As disclosed under the section headed “Intended Use Information of Proceedsthe Disposal Company” belowof this announcement, approximately 29.8% of the Chongqing Silo City Project and approximately 24.05% of the Dalian Jianzhu Project will be transferred by the Group in settlement of a legal case and the remaining parts of the Chongqing Silo City Project and the Xxxxxx Xxxxxxx Project will continue to be operated by the Group. Based on the aboveAs such, the Directors consider that figures stated herein represent the Disposal contemplated by value for the Sale projects remaining after such transfer. The Group is expected to continue to generate its revenue mainly from its property development segment, which involves the sale of completed properties, and Purchase Agreement is on normal property investment segment, which involves the investment of the Group in commercial terms and residential properties located in the PRC for rental income potential and/or capital appreciation. The Group develops quality residential estates for upper to middle class domestic market for its property development segment. For its property investment segment, the Group holds some of its properties, including commercial and residential properties located in the PRC, for investment purposes. In managing its investment property portfolio, the Group takes into account the long-term growth potential and overall market conditions of the properties and the terms Group may sell some of the Sale and Purchase Agreement are fair and reasonable and are investment properties when it is in its interests to do so. For the interests six months ended 30 September 2023, the revenue derived from its property development segment represented approximately 5.2% of the total revenue of the Company for the period, whereas the revenue derived from its property investment segment represented approximately 94.8% of the total revenue of the Company for the period. The revenue derived from the Group’s property development segment contracted for the six months ended 30 September 2023 in view of current down cycle of the PRC real estate industry, such that the Group has adopted a more conservative approach in investing in new development projects. However, the Group continues to look for opportunities to realise its investment in its development projects as part of the Group’s business activities in the property development segment in order to reduce its debts. As illustrated in the table above, Shahekou District Dalian project, the remaining parts of Chongqing Silo City Project and the Shareholders as a whole.Dalian Jianzhu Project are expected to generate revenue for the Group for the financial year ending 31 March 2025. It is estimated that for the financial year ending 31 March 2025

REASONS FOR AND BENEFITS OF THE DISPOSAL. In 2016, the Group acquired the Target Group, which was then the largest waste management service provider in New Zealand, to promote its brand in overseas market and consolidate its leadership in the environmental industry. In the past few years, the Group has explored synergistic demands, industry integrations and collaborations between its domestic and overseas business and has repeatedly been awarded as the Top Ten Influential Enterprises in the solid waste industry by virtue of outstanding market influence and clear strategic positioning. However, in light of the latest market sentiment and uncertainties in international relations, the Company intends to focus on its waste treatment and waste-to- energy business development in the PRC in the long run. The principal activities Disposal, namely the disposal of the Group’s entire business segment in New Zealand, represents a good opportunity of the Group comprise the distribution to realise its overseas investment for cash and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry reposition its strategic focus in Hong Kong, the PRC and Southeast Asia. The Purchaser was established in 1934 and is one of the leading manufacturers for measuring instruments in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor Disposal is a key step of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its Group’s business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would strategy which will enable the Group to expand reallocate and consolidate the capital and human resources originally used in the Target Group to its distribution business development in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is as set out in the section headed “Intended Use of Proceeds” belowsection above, a considerable amount of the net proceeds will be used to repay the existing loans and liabilities of the Group which will reduce the indebtedness of the Group and strengthen the financial position of the Group. Based on In light of the above, the Directors consider are of the view that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are on normal commercial terms, fair and reasonable reasonable, and are the Disposal is in the interests of the Company and the Shareholders as a whole. VOTING UNDERTAKING On 31 March 2022, BCHK signed an irrevocable undertaking to the Company that it will, after the Disposal is approved by the shareholders at the general meeting of BCPRC, vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. On 31 March 2022, BCG Chinastar signed an irrevocable undertaking to the Company that it will vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. As at the date of this announcement, the number of Shares held by BCHK and BCG Chinastar amounted to 6,449,026,736 Shares and 3,116,767,072 Shares, respectively, representing approximately 45.11% and 21.80% of the total issued Shares, respectively. LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceeds 75%, the Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. None of the Directors has material interest in the Disposal and hence no Director was required to abstain from voting on the relevant resolution(s) of the Board approving the Agreement and the transactions contemplated thereunder.

REASONS FOR AND BENEFITS OF THE DISPOSAL. At the time of this announcement, the Group is principally engaged in the business of property development and investment, and manufacturing and trading of wine products. As reported in the Group’s interim report for the six months ended 30 September 2008, the Group’s wine business conducted by Xxxxxxxxx continued to be disappointing. Fushiwang was in serious financial distress due to lower demand, increasing market competition, upsurge of operating costs and inadequate financial resources. The principal activities Directors believe that with reference to the financial position of the Disposal Group, in particular the losses on operations and the size of net liabilities, it is highly unlikely for the Disposal Group to contribute positively to the profitability of the Group comprise the distribution in short and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the PRC and Southeast Asiamedium term. The Purchaser was established in 1934 and is one Taking into account of the leading manufacturers for measuring instruments in negative net asset value of the world, and has a long-standing relationship with the Disposal Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor of accumulated losses recorded by the products of the Purchaser in Southern China. To the best knowledgeDisposal Group, information and belief of the Directors having made all reasonable enquiries, which were mainly due to the keen competition operating losses of the Disposal Group in the measuring equipment market in Southern China in recent past years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement it is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests best interest of the Company and the Shareholders as a wholewhole to dispose of the entire issued share capital of South Perfect, and hence the investment in Fushiwang, pursuant to the terms and conditions of the Sale and Purchase Agreement. After the Disposal, the Company will be able to deplore its resources to new business opportunities which could generate good revenue for the Group. Based on the audited consolidated financial statements of the Disposal Group for the year ended 31 March 2008, it is estimated that, upon completion of the Disposal, the Group will record a gain on Disposal of approximately HK$21,000,000 for the year ending 31 March 2010, after deducting the commission payable to the Agent and other expenses. Such gain is estimated based on (i) the consideration under the Sale and Purchase Agreement and (ii) reversal of net liabilities attributable to the deconsolidation of the Disposal Group. The final amount of the actual gain as a result of the Disposal will be determined upon completion of the Disposal and subject to review by the Company’s auditors.