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

REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in software development and the provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. EC-Founder Group is principally engaged in distribution of information products in Hong Kong and in the PRC. As the profit margin attributable to the software development business of the Group is higher than the profit margin attributable to the distribution of information products business of EC- Founder Group, the Directors consider that the Group should focus on its expertise in software development and provision of systems integration services relating to the media and non- media industries whereas EC-Founder Group should continue to focus on its distribution of information products in Hong Kong and the PRC. The Directors believe that the current market price of the Company’s shares does not fully reflect the intrinsic value of the Group’s interest in EC-Founder and that EC-Founder’s financial results may have an adverse effect on the Group’s financial results due to the existing vertical corporate shareholding structure. By unlocking this existing structure, the undesirable effect on the Company’s share price will be eliminated. More importantly, the Board believe that the simplified horizontal corporate shareholding structure will provide greater clarity to the shareholders and the market with regard to the principal business of each of the Company and EC-Founder and will potentially enhance investors’ interest in the Company and/or EC-Founder and as a result, may improve liquidity in the Company’s shares. Through reorganizing the existing vertical shareholding structure, the Directors believe that the Company may find it easier to attract strategic investors’ attention in the Group’s business. As a result of the Disposal, the Directors expect that the Group will record an unaudited gain from the Disposal of approximately HK$7.7 million. The gain from the Disposal is calculated by taking into account the net asset value of EC-Founder and goodwill on acquisition of EC- Founder in the Company’s audited financial statements as at 31 December 2010. Proceeds from the Disposal will be used by the Group for the general working capital purposes. Currently, the Company owns 363,265,000 shares in EC-Founder, representing approximately 32.84% of the total issued shares of EC-Founder. After Completion, the Company will no longer have any shareholding interests in EC-Founder. In view of the above and having considered the terms of the Disposal Agreement, the Directors (excluding the Independent Director whose view will be based on the opinion of an independent financial adviser) consider that the Disposal is (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and its shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group is principally engaged Against the backdrop of the outbreak of Coronavirus Disease 2019 in software development the PRC at the beginning of 2020, demand for hydraulic press products has been further affected by the conditions and growth of 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 provision levels of systems integration services relating to fixed asset investment. Although the media and non-media industries including financial institutions, enterprises and government departments. EC-Founder Group is principally engaged sector showed signs of fast resumption in distribution of information products in Hong Kong and industrial activities after the coronavirus pandemic was contained in the PRC, it is expected that the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. As the profit margin attributable to the software development business of the Group is higher than the profit margin attributable to the distribution of information products business of EC- Founder GroupFurthermore, the Directors consider that hydraulic press industry in the Group should focus on its expertise PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in software development last two years and provision has faced pricing and margin pressure from the impact of systems integration services relating to the media and non- media industries whereas EC-Founder Group should continue to focus on its distribution of information products in Hong Kong higher raw material costs and the PRCsustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. The Directors believe that Meanwhile, the current market price volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one of the Company’s shares does not fully reflect the intrinsic value of the Group’s interest in EC-Founder business development strategies to make appropriate business decisions and that EC-Founder’s financial results may have an adverse effect on the Group’s financial results due adjustments according to the existing vertical corporate shareholding structureoverall business environment. By unlocking this existing structure, Considering the undesirable effect on the Company’s share price will be eliminated. More importantly, the Board believe that the simplified horizontal corporate shareholding structure will provide greater clarity to the shareholders impact of cyclicality and the market with regard to the principal business of each of the Company and EC-Founder and will potentially enhance investors’ interest conditions in the Company and/or EC-Founder and as a result, may improve liquidity hydraulic press industry in the Company’s shares. Through reorganizing the existing vertical shareholding structurePRC, the Directors believe that the Disposal may allow the Company may find it easier to attract strategic investors’ attention realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses of the Group’s business. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a result consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the Disposal. The Directors expect that consider that, although the Group will record an unaudited gain from Equity Transfer Agreement and the Disposal of approximately HK$7.7 million. The gain from the Disposal is calculated by taking into account the net asset value of EC-Founder and goodwill on acquisition of EC- Founder in the Company’s audited financial statements as at 31 December 2010. Proceeds from the Disposal will be used by the Group for the general working capital purposes. Currently, the Company owns 363,265,000 shares in EC-Founder, representing approximately 32.84% of the total issued shares of EC-Founder. After Completion, the Company will no longer have any shareholding interests in EC-Founder. In view of the above and having considered the terms of the Disposal Agreement, the Directors (excluding the Independent Director whose view will be based on the opinion of an independent financial adviser) consider that the Disposal is (i) are not in the ordinary and usual course of business of the Group; (ii) , the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms; and (iii) fair and reasonable so far as the Independent Shareholders are concerned, terms and in the interests of the Company and its shareholders the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in software development and the provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. EC-Founder Group is principally engaged in distribution of information products in Hong Kong and in the PRC. As the profit margin attributable to the software development business principal activities of the Group is higher than the profit margin attributable to comprise the distribution and maintenance of information products business a wide range of EC- Founder Groupmachine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the Directors consider that 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 should focus on 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 expertise in software development and provision of systems integration services relating to the media and non- media industries whereas EC-Founder Group should continue to focus on its distribution of information products customers in Hong Kong and the PRC. The Directors believe that the current market price Target Company has been an authorised distributor of the Company’s shares does not fully reflect the intrinsic value products of the Group’s interest Purchaser in EC-Founder Southern China. To the best knowledge, information and that EC-Founder’s financial results may have an adverse effect on belief of the Group’s financial results Directors having made all reasonable enquiries, due to the existing vertical corporate shareholding structure. By unlocking this existing structurekeen competition in the measuring equipment market in Southern China in recent years, the undesirable effect on 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’s share price will be eliminated. More importantly, the Board believe that Purchaser has also agreed to appoint the simplified horizontal corporate shareholding structure will provide greater clarity to the shareholders and the market with regard to the principal business of each of the Company and EC-Founder and will potentially enhance investors’ interest Group as its preferred distributor in the Company and/or EC-Founder and as a result, may improve liquidity in the Company’s shares. Through reorganizing the existing vertical shareholding structure, the Directors believe that the Company may find it easier to attract strategic investors’ attention in the Group’s business. As a result of Southern China after the Disposal, the Directors expect . Given that the Group will record an unaudited gain 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 of approximately HK$7.7 millionwould allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The gain intended use of proceeds from the Disposal is calculated by taking into account the net asset value of EC-Founder and goodwill on acquisition of EC- Founder set out in the Company’s audited financial statements as at 31 December 2010section headed “Intended Use of Proceeds” below. Proceeds from Based on the above, the Directors consider that the Disposal will be used contemplated by the Group for the general working capital purposes. Currently, the Company owns 363,265,000 shares in EC-Founder, representing approximately 32.84% of the total issued shares of EC-Founder. After Completion, the Company will no longer have any shareholding interests in EC-Founder. In view of the above Sale and having considered Purchase Agreement is on normal commercial terms and the terms of the Disposal Agreement, the Directors (excluding the Independent Director whose view will be based on the opinion of an independent financial adviser) consider that the Disposal is (i) in the ordinary Sale and usual course of business of the Group; (ii) on normal commercial terms; and (iii) Purchase Agreement are fair and reasonable so far as the Independent Shareholders and are concerned, and in the interests of the Company and its shareholders the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group Board considers that the online media advertising agency business operated by Xxxx Media is principally engaged in software development and not the provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. EC-Founder Group is principally engaged in distribution of information products in Hong Kong and in the PRC. As the profit margin attributable to the software development core business of that the Group is higher than the profit margin attributable to the distribution focusing on. The disposal of information products business of EC- Founder Group, the Directors consider that Xxxx Media will allow the Group should focus to concentrate its financial and management resources on its expertise in software development and provision of systems integration services relating to core business, hence would effectively reduce the media and non- media industries whereas EC-Founder Group should continue to focus on Group’s operating risks outside its distribution of information products in Hong Kong and the PRCmain business. The Directors believe that (including the current market price independent non-executive Directors but excluding Xx. Xxx who has abstained from voting in the Board), are of the Company’s shares does not fully reflect the intrinsic value of the Group’s interest in EC-Founder and view that EC-Founder’s financial results may have an adverse effect on the Group’s financial results due to the existing vertical corporate shareholding structure. By unlocking this existing structure, the undesirable effect on the Company’s share price will be eliminated. More importantly, the Board believe that the simplified horizontal corporate shareholding structure will provide greater clarity to the shareholders and the market with regard to the principal business of each of the Company and EC-Founder and will potentially enhance investors’ interest in the Company and/or EC-Founder and as a result, may improve liquidity in the Company’s shares. Through reorganizing the existing vertical shareholding structure, the Directors believe that the Company may find it easier to attract strategic investors’ attention in the Group’s business. As a result of the Disposal, the Directors expect that the Group will record an unaudited gain from the Disposal of approximately HK$7.7 million. The gain from the Disposal is calculated by taking into account the net asset value of EC-Founder and goodwill on acquisition of EC- Founder in the Company’s audited financial statements as at 31 December 2010. Proceeds from the Disposal will be used by the Group for the general working capital purposes. Currently, the Company owns 363,265,000 shares in EC-Founder, representing approximately 32.84% of the total issued shares of EC-Founder. After Completion, the Company will no longer have any shareholding interests in EC-Founder. In view of the above and having considered the terms of the Disposal Agreement, Equity Transfer Agreement are fair and reasonable and the Directors (excluding the Independent Director whose view will be based on the opinion of an independent financial adviser) consider that the Disposal transaction contemplated thereunder is (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; terms or better and (iii) fair and reasonable so far as the Independent Shareholders are concerned, and is in the interests of the Company and its shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS Upon completion of the Disposal, Xxxx Media will cease to be a subsidiary of the Company and the Group will cease to have any interest in Xxxx Media. The financial results of Xxxx Media will no longer be consolidated into the financial statements of the Group. With reference to the net assets of Xxxx Media of approximately RMB57.9 million as at 30 April 2021, the Group is expected to record a net gain of approximately RMB10.3 million from the Disposal after deducting expenses in relation to the Disposal. The actual gain or loss from the Disposal may be different from the above and subject to the review and final audit by the Company’s auditor. It is expected that the net proceeds from the Disposal will be used for re-investment for other potential investments and/or business opportunities that may arise and as general working capital of the Group. INFORMATION OF THE PARTIES The Group The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the construction and operation of B2B e-commerce platforms for the trading of, among others, consumer goods, agricultural products, chemicals, plastic raw materials, and black and non-ferrous metals; and (ii) the provision of related services such as finance, logistics, cross-border trading, warehousing and supply chain management in the PRC. The Group is also engaged in the development and operation of large-scale, consumer product-focused wholesale shopping malls in the PRC. The Purchaser Xxxx Venture is a company established under the laws of the PRC with limited liability and principally engages in the provision of venture capital consulting services and venture management services for venture enterprises. As at the date of this announcement, the Purchaser is held as to 99.95% by Xx. Xxx, who is the ultimate beneficial owner of the Purchaser. Xxxx Media Xxxx Media is a company established in the PRC with limited liability and is an indirect non- wholly-owned subsidiary of the Company. Xxxx Media principally engages in the provision of online advertising and integrated marketing solutions consulting services in the PRC. As at the date of this announcement, Xxxx Media is owned as to 86%, 3.6324%, 3.6324%, 3.6317%, 1.7414% and 1.3621% by the Company, Xxx Xxx (劉焱), Xxxx Xxxxxxxxx (趙向東), Xxxx Xxxxxx (陳作濤), Xxxx Xxxxx (陳程) and Xx Xxxxxxx (齊志平), respectively. Set out below is the unaudited financial information of Xxxx Media for the year ended 31 December 2019 and the financial information of Xxxx Media for the year ended 31 December 2020 which is obtained from the Group’s audited consolidated financial statements: For the year ended 31 December 2020 2019 RMB’000 RMB’000 Revenue 32,486 10,711 Net profit before taxation 8,334 2,050 Net profit after taxation 6,210 1,967 The net asset value of Xxxx Media as at 30 April 2021 was approximately RMB57,871,000. LISTING RULE IMPLICATIONS As at the date of this announcement, Xx. Xxx holds 99.95% equity interest in the Purchaser. Xx. Xxx is an executive Director, co-chairman of the Board, co-chief executive officer and a controlling shareholder (as defined under the Listing Rules) of the Company. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the Disposal is higher than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.