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

REASONS FOR AND BENEFITS OF THE TRANSACTION. The Company is actively looking for a strategic partner with strong capital base and business presence in Hangzhou to cooperate with it in the development of the Property Project. The Company believes that it will be able to leverage on the local market expertise and knowledge of such strategic partner which will be beneficial to the long-term development of the Property Project and other future projects of the Company in Hangzhou. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project. Based on the above, the Directors (excluding the independent non-executive Directors who would render their views on the terms of the Transction after having been advised by the independent financial adviser) consider the terms of the Agreement and the Transaction are normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Sound Plan holds the entire issued share capital in the Target Company. The Target Company is the registered holder of a 30% interest in the Project Companies, which in turn are indirect subsidiaries of the Company. As such, Sound Plan is a substantial shareholder of the indirect subsidiaries of the Company, and therefore a connected person of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company under the Listing Rules. As the highest of the applicable percentage ratios in respect of the Transaction exceed 2.5% but less than 25%, the Transaction is subject to the reporting and announcement requirements under the Listing Rules and is also subject to independent Shareholders’ approval at the EGM. A circular containing, among other things, further details of the Transaction, a letter from the Independent Board Committee to the independent Shareholders and a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders, together with a notice convening the EGM will be despatched to the Shareholders as soon as practicable.

REASONS FOR AND BENEFITS OF THE TRANSACTION. The Company transaction contemplated under the Fund Entrustment Agreement is actively looking for a strategic partner with strong capital base principal-guaranteed upon maturity and business presence in Hangzhou enables Sany Heavy Equipment to cooperate with it in the development enjoy higher return than demand deposits generally offered by PRC commercial banks. The Directors are of the Property Project. The Company believes view that it will be able to leverage on (i) the local market expertise and knowledge of such strategic partner transaction contemplated under the Fund Entrustment Agreement provided the Group with a better return than demand deposits generally offered by PRC commercial banks; (ii) the transaction contemplated under the Fund Entrustment Agreement was funded from the Group’s temporarily idle funds, which will be beneficial to would not affect the long-term development working capital or the operation of the Property Project Group; and other future projects of (iii) the Company investment return in Hangzhouconnection with the transaction contemplated under the Fund Entrustment Agreement increases the Group’s earnings. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project. Based on the aboveAccordingly, the Directors (excluding including the independent non-executive Directors who would render their views on Directors) believe that the terms of transaction contemplated under the Transction after having been advised by the independent financial adviser) consider the terms of the Fund Entrustment Agreement and the Transaction are normal commercial terms, which are is fair and reasonable and in the interests of the Company Group and the Shareholders as a whole. IMPLICATION UNDER THE LISTING RULES IMPLICATIONS Sound Plan holds the entire issued share capital in the Target Company. The Target Company is the registered holder of a 30% interest in the Project Companies, which in turn are indirect subsidiaries AND NON-COMPLIANCE WITH THE LISTING RULES As one or more of the Company. As suchapplicable percentage ratios exceed 25% but none of them exceeds 100%, Sound Plan is the transaction contemplated thereunder constitutes a substantial shareholder major transaction of the indirect subsidiaries Company and is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the CompanyListing Rules. However, and therefore a connected person at the relevant time, as the transaction under the Fund Entrustment Agreement is principal- guaranteed in nature, accordingly the finance staff of Sany Heavy Equipment believed that the entering into of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company Fund Entrustment Agreement was similar in nature to fixed deposits which do not constitute “transactions” under Chapter 14 of the Listing Rules. As a result of such belief, the highest finance staff of Sany Heavy Equipment did not seek internal or external legal advice or promptly report the entering into of the applicable percentage ratios in respect of the Transaction exceed 2.5% but less than 25%, the Transaction is subject Fund Entrustment Agreement to the reporting Company, which eventually caused the Company to fail to comply with the reporting, announcement and announcement requirements under the Listing Rules and is also subject to independent Shareholders’ approval at the EGM. A circular containing, among other things, further details requirements for major transactions under Chapter 14 of the Transaction, a letter from the Independent Board Committee to the independent Shareholders and a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders, together with a notice convening the EGM will be despatched to the Shareholders as soon as practicableListing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTION. The Company is actively looking for considers that the Transaction will enable the Group to relocate its resources to its other business and help streamline its businesses to achieve better return and value to the Company and its Shareholders as a strategic partner with strong capital base and business presence in Hangzhou to cooperate with it in the development of the Property Projectwhole. The Company believes that it will be able to leverage on the local market expertise and knowledge of such strategic partner which will be beneficial to the long-term development of the Property Project and other future projects of the Company in Hangzhou. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project. Based on the above, the Directors (excluding those Directors who have abstained from voting on the relevant resolutions at the Board approving the Amended and Restated Sale and Purchase Agreement and the Transaction and the independent non-executive Directors who would render will express their views on after considering the advice from the Independent Financial Adviser) consider that the terms of the Transction after having been advised by the independent financial adviser) consider the terms of the Amended and Restated Sale and Purchase Agreement and the Transaction are normal commercial terms, which are fair and reasonable and are on normal commercial terms, and the Transaction is in the interests of the Company and the Shareholders its shareholders as a whole. As each of Xx. Xxxxx Xxxxxxx, Xx. Xxxx Xxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xxxx Xxxxx and Xx. Xxxxx Xxxxxxxx holds positions within Shuifa Group Co., Ltd and its wholly- owned subsidiary, Shuifa Energy Group Limited, they are deemed to have material interest in the Amended and Restated Sale and Purchase Agreement and the Transactions contemplated thereunder. Hence, they have abstained from voting on the relevant resolutions at the Board meeting approving the Amended and Restated Sale and Purchase Agreement and the Transactions contemplated thereunder. USE OF PROCEEDS It is expected that the Consideration and the proceeds from the Transaction will be used as general working capital of the Group and for its future business development. LISTING RULES IMPLICATIONS Sound Plan holds the entire issued share capital in the Target Company. The Target Company is the registered holder of a 30% interest in the Project CompaniesWater Development (HK) Holding Co., which in turn are indirect subsidiaries of the Company. As such, Sound Plan Limited is a substantial shareholder controlling Shareholder and it is an indirect wholly-owned subsidiary of the Shuifa Group Co., Ltd.. As Lukong Water is an indirect subsidiaries wholly-owned subsidiary of the CompanyShuifa Group Co., and therefore Ltd., it is a connected person of the Company. Accordingly, the The Transaction constitutes a connected transaction for of the Company Company, and is therefore subject to the reporting, announcement, circular, independent financial advice and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As The Transaction has been a discloseable transaction and is now a connected transaction, and is therefore subject to the highest reporting, announcement, circular, independent financial advice and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. While there are no substantial changes to the underlying target assets and consideration, as one or more of the applicable percentage ratios in respect under Chapter 14 of the Listing Rules for the Transaction exceed 2.525% but all are less than 25%75% as at the date of this announcement, the Transaction is subject to the reporting and announcement requirements under the Listing Rules and is may also subject to independent Shareholders’ approval at the EGM. A circular containing, among other things, further details constitute a major transaction of the Transaction, Company if it is treated as a letter from new transaction. The Company would consult the Independent Board Committee to the independent Shareholders Stock Exchange and a letter from the independent financial adviser to the Independent Board Committee make further announcement(s) as and the independent Shareholders, together with a notice convening the EGM will be despatched to the Shareholders as soon as practicablewhen appropriate.

REASONS FOR AND BENEFITS OF THE TRANSACTION. The Company is actively looking for a strategic partner with strong capital base and business presence in Hangzhou to cooperate with it in board of directors of NWCL believes that the development disposal of the Property Projectis in line with NWCL Group’s strategy to realise its investment and secure presales at suitable opportunity given the prevailing slow-down and unfavourable market sentiment in the property market. The Company believes disposal will also enhance the working capital position of the NWCL Group. The board of directors of NWDS considers that the Framework Agreement is expected to further enhance the influence of NWDS Group in the retail market in the PRC as well as to facilitate NWDS Group to lay a solid foundation for a retail roadmap in the PRC. The directors of NWDS believe that the Framework Agreement will further enhance the business of NWDS Group and enrich the revenue stream of NWDS Group. The Framework Agreement will provide an opportunity for NWDS to increase its interests in department store business in the northeastern part of the PRC. Accordingly, the directors of NWDS believe that it is now an opportune time to proceed with the Framework Agreement which, upon completion, will be able further enhance the strategy of “multiple presences in a single city” in order to leverage on increase its market share and enjoy economies of scale and synergy effect within the local market expertise and knowledge of such strategic partner which will be beneficial to the long-term development northeastern region of the Property Project and other future projects PRC. The terms of the Company in HangzhouFramework Agreement have been determined through arm’s length negotiations between the parties and reflect normal commercial terms. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project. Based on the above, the Directors The directors (excluding the independent non-executive Directors who would render their directors of NWDS whose views on will be contained in the terms of circular to be despatched by NWDS after considering the Transction after having been advised by advice from the independent financial adviser) of each of NWCL and NWDS consider that the terms of the Framework Agreement and the Transaction are normal commercial terms, which are fair and reasonable and in the interests of the Company NWCL and the Shareholders NWDS, respectively, and their respective shareholders as a whole. INFORMATION ON THE VENDOR The Vendor is principally engaged in the property investment, development and operation of hotels in the PRC. INFORMATION ON THE PURCHASER The Purchaser is principally engaged in the operation of department stores in the PRC. INFORMATION ON NWCL NWCL is principally engaged in property development, property related investments as well as rental and hotel operation in the PRC. INFORMATION ON NWDS NWDS is principally engaged in the operation of department stores in the PRC. LISTING RULES IMPLICATIONS Sound Plan holds As at the entire issued share capital in the Target Company. The Target Company is the registered holder date of a 30this announcement, NWD held an approximately 70% attributable interest in the Project Companies, which in turn are indirect subsidiaries of the CompanyNWCL. As such, Sound Plan Since NWDS is a substantial shareholder subsidiary of the indirect subsidiaries of the CompanyNWD, and therefore NWDS is a connected person of NWCL and the Company. Accordingly, transaction contemplated under the Transaction Framework Agreement constitutes a connected transaction for of NWCL under Chapter 14A of the Company Listing Rules. As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) is below 5%, the transaction under the Framework Agreement is subject to the reporting and announcement requirements, but exempt from the independent shareholders’ approval of NWCL under the Listing Rules. As at the highest date of this announcement, NWD held an approximately 72.29% attributable interest in NWDS. Since NWCL is a subsidiary of NWD, NWCL is a connected person of NWDS and the transaction contemplated under the Framework Agreement constitutes a connected transaction of NWDS under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in respect Rule 14.07 of the Transaction exceed 2.5% but less than 25Listing Rules) exceeds 5%, the Transaction transaction under the Framework Agreement is subject to the reporting and announcement requirements and the independent shareholders’ approval of NWDS under the Listing Rules Rules. In addition, based on the applicable percentage ratios, the transaction under the Framework Agreement also constitutes a discloseable transaction of NWDS under Rule 14.08 of the Listing Rules. NWD, its associates and is also subject any shareholder of NWDS who has a material interest in the Framework Agreement will abstain from voting on the resolution to independent Shareholders’ approval approve the Framework Agreement at the EGM. A circular containing, among other things, further details of the Transaction, a letter from the Independent Board Committee to the independent Shareholders and a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders, together with a notice convening the EGM will be despatched to the Shareholders as soon as practicable.