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

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance of guarantee for each project is costly and administratively burdensome for the Group, as security deposit will be required and fees will be charged by the bank for each such issue and it is time-consuming to repeatedly apply for their issuance. The provision of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx Complex, and also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual caps. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from voting) are of the view that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement were entered into in the ordinary and usual course of business of the Group after arm’s length negotiation between the parties, reflect normal commercial terms and the terms of the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules; and (ii) the transactions contemplated under the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but below 5%, the transactions contemplated thereunder are only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As advised and confirmed by SHK, Xx. Xxxxx, Xx. Xxxxxxx and a team of 4 employees of SHK Group were previously operating inside SHK Group and managing internal capital, and are now or soon be transferred to the Manager which is independent from SHK Group. The Entrustment Guarantee Manager’s strategy, which seeks to generate attractive risk-adjusted returns over full market cycles by way of investing in a diversified and uncorrelated portfolio of mainly credit securities and/or instruments in global credit markets, remains unchanged. As advised and confirmed by SHK, SHK Group is committed to build the infrastructure of fund management platform by strengthening and expanding its professional team. The entering into of the Cooperation Agreement The issuance is consistent with SHK Group’s strategy to establish long term partnerships with suitably qualified teams across the alternatives spectrum in such structures or relationships to develop and grow an independent third-party asset management business. Upon completion of guarantee for each project is costly the transactions contemplated under the Cooperation Agreement, the Manager and administratively burdensome for the Group, as security deposit Fund will be required and fees one of SHK Group’s fund management vehicle specialised in offering long-short credit strategy to the market. Furthermore, the SHK Group will be charged entitled to receive cooperation fee from the Manager’s introduction of new assets under management, while not increasing the SHK Group’s global credit exposure by in-specie subscription arrangement under the bank for each such issue Cooperation Agreement. As advised and it is time-consuming to repeatedly apply for their issuance. The provision confirmed by SHK, the entering into of the Guarantee by Xxxxx Holding can help reduce such administrative expenses Loan Agreement serves to build a long-term cooperation relationship between SHK Group and facilitate Xxxxx Engineering the Manager and to obtain ensure the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLCfinancial stability of the Manager to run its asset management business during the investment period. In addition, the dispensation of payment of Guarantee as advised and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied confirmed by the GroupSHK, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx Complex, and also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses loan is part of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual caps. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from voting) are of the view that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement were entered into in the ordinary and usual course of business of SHKFC. As advised and confirmed by SHK, in view of the Group after arm’s length negotiation between above, the parties, reflect normal commercial terms and SHK Directors are of the view that the terms of the transactions contemplated thereunder under the Cooperation Agreement, the Loan Agreement and the Share Charge are on normal commercial terms and the transactions are fair and reasonable, and in the interests of SHK and its shareholders taken as a whole. Based on the information and the confirmation provided by SHK and to the best knowledge, information and belief of the AGL Directors, the AGL Directors consider that the transactions contemplated under the Cooperation Agreement, the Loan Agreement and the Share Charge are fair and reasonable and in the interests of the Company AGL and its shareholders taken as a whole. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules; and (ii) the transactions contemplated under the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but below 5%, the transactions contemplated thereunder are only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance Prior to the entering into of guarantee for each project is costly the Master Lease Agreement, the Group has been leasing and/or licensing certain commercial premises and administratively burdensome for the Group, as security deposit will be required ancillary facilities including but not limited to offices and fees will be charged car parking spaces beneficially owned by the bank for each such issue and it is time-consuming to repeatedly apply for their issuanceLessor Group under the Existing Leases. The provision Based on the total rent payable annually under the Existing Leases, the Existing Leases constitute a de minimis transaction under Rule 14A.76 of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx ComplexListing Rules. The Group occupies certain premises at anticipates that based on the Xxxxx Complex as its offices. For administrative, operational, marketing, promotional and sales needs, it will have to continue the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as Existing Leases and may have to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx Complexrenew such Existing Leases when they expire, and also provide flexibility may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and Xxxxx Holding when adjustments the Lessor have entered into the Master Lease Agreement to agree on the floor space occupied by different parties are requiredAnnual Caps and set out a framework of the terms for the Leases to be made or renewed. The 2023 Service Agreement One In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s businesses is the provision requirements in terms of engineering, procurement premises required for its usual course of business; and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees amount payable by the relevant Group Companies pursuant to Xxxxx Group the Existing Leases were not above the market rent and the Lessor agreed that the amount payable under the 2023 Service Agreement are negotiated after arm’s length discussions Leases to be entered into will be determined based on and reflect normal commercial termswill not be exceeding the market rent, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual caps. The Directors (including the independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from votingDirectors) are of the view consider that the Entrustment Guarantee Agreement, Leases contemplated under the 2023 Property Leasing Framework Master Lease Agreement and the 2023 Service Agreement were would be entered into in the ordinary and usual course of business of the Group and the Master Lease Agreement (together with the Annual Caps) has been entered into on normal commercial terms (or better to the Group) after arm’s length negotiation negotiations between the parties, reflect normal commercial terms and the terms of the transactions Leases contemplated thereunder under the Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its shareholders Shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding companyAs Xx. The principal activity of the Group is the provision of chemical engineeringXxx Che-xxx, procurement and construction managementXx. Xxxxxxx Xxx Xxx Xxxx, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical supportXx. Xxxxx Engineering is Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the principal operating subsidiary executive Directors of the Company, are the beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the Master Lease Agreement and the transactions contemplated thereunder. Xxxxx Holding The Lessor is a connected person of the Company’s holding company and is an investment holding company. It is directly Company within the meaning of the Listing Rules by virtue of its being a wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control subsidiary of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering servicesCWL, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding which is a controlling substantial shareholder of the Company which is indirectly interested in holding approximately 75.8259.29% of the total issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of Company within the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A meaning of the Listing Rules; and (ii) . Hence, the transactions contemplated under entering into of the 2023 Property Leasing Framework Master Lease Agreement and the 2023 Service Agreement constitute constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above are more than 0.1% but below less than 5%, the Master Lease Agreement and the transactions contemplated thereunder are only subject to the reportingannouncement, reporting and annual review and announcement requirements set out in the Listing Rules requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance New Heat Supply Contracts have been entered into for the purpose of guarantee for each project is costly and administratively burdensome obtaining heat for the Group’s production process and for its facilities. Regarding contract numbers 1 and 2 in the table above, as security deposit will be required Khakass Utility Systems LLC is a monopolist in the territory of Sayanogorsk in the supply of thermal energy and fees will be charged the rates are regulated by the bank for each such issue State Committee on tariffs and it energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts were entered into. Regarding contract number 3 in the table above, Baikal Energy Company LLC is time-consuming the only entity that produces thermal energy in hot water in the Irkutsk region and the rates are regulated by the tariff service of the Irkutsk region, therefore the relevant New Heat Supply Contract was entered into. Regarding contract numbers 4 to repeatedly apply for their issuance7 in the table above, JSC “Baikalenergo” is a monopolist in the transport of heat in Taishet and the territory of Sayanogorsk, and the rates are regulated by the tariff service of the Irkutsk region and the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts were entered into. The provision of Company considers that the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx Complex, and also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services transactions contemplated under the 2023 Service Agreement and its familiarity with New Heat Supply Contracts are for the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up benefit of the Group and Company as there is no alternative supplier available in the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual capsregion. The Directors (including the independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from votingDirectors) are of the view consider that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement New Heat Supply Contracts are on normal commercial terms which are fair and reasonable and the 2023 Service Agreement were entered into transactions contemplated under the New Heat Supply Contracts are in the ordinary and usual course of business of the Group after arm’s length negotiation between the parties, reflect normal commercial terms and the terms of the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders as a whole. GENERAL INFORMATION OF THE PARTIES None of the Directors has a material interest in the transactions contemplated under the New Heat Supply Contracts, save for Xx. Xxxxxxxxxx Xxxxxxx, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO — executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo”. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxxxxx Xxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Heat Supply Contracts. The ultimate beneficial owner of each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo” is En+, which holds more than 90% of the issued share capital of each entity. Each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo” is an investment holding company. The principal activity indirect subsidiary of En+, and is therefore the Group associate of En+, which in turn is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary substantial shareholder of the Company. Xxxxx Holding is the Company’s holding company Accordingly, each of Khakass Utility Systems LLC, Baikal Energy Company LLC and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding JSC “Baikalenergo” is a connected person of the CompanyCompany under the Listing Rules. As each Regarding the contract numbers 1-6 in the table above, when they were entered into, the applicable percentage ratios for the estimated annual aggregate transaction amount of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a continuing connected person transactions under such contracts and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2022 were less than 0.1% and hence were de minimis under the Listing Rules and were fully exempted. After the entering into of the Companycontract number 7 in the table above, the applicable percentage ratios for the estimated annual aggregate transaction amount of the continuing connected transactions under the New Heat Supply Contracts and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2022 are expected to be more than 0.1% but less than 5%. Accordingly, (i) the financial assistance provided pursuant to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A Rule 14A.76 of the Listing Rules; and (ii) , the transactions contemplated under these contracts are subject to the 2023 Property Leasing Framework Agreement announcement requirements set out in Rules 14A.35 and 14A.68, the annual review requirements set out in Rules 14A.49, 14A.55 to 14A.59, 14A.71 and 14A.72 and the 2023 Service Agreement constitute continuing connected transactions requirements set out in Rules 14A.34 and 14A.50 to 14A.54 of the Company Listing Rules and these transactions are exempt from the circular and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets Details of the Group, the Guarantee is fully exempted from the reporting, announcement New Heat Supply Contracts and independent shareholders’ approval requirements set out Previously Disclosed Heat Supply Contracts will be included in the Listing Rules relevant annual report and accounts of the Company in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 14A.71 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but below 5%, the transactions contemplated thereunder are only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Ruleswhere appropriate.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee HYG has been leasing the Factory from Mr. X Xxxxx and Mr. X Xxxxx for use as factory purpose for more than seven years, and intends to continue the lease after the expiry of the Previous Dongguan Factory Lease Agreement The issuance of guarantee for each project is costly and administratively burdensome for through the Group, as security deposit will be required and fees will be charged by the bank for each such issue and it is time-consuming to repeatedly apply for their issuanceDongguan Factory Lease Agreement. The provision of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering above property is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so rented as to better utilise the Group’s assets and to generate returns for practical business needs of the Group. The Directors consider that By entering into of the 2023 Property Leasing Framework Dongguan Factory Lease Agreement will ensure consistent treatment to renew the lease, HYG can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for different moving into new properties. HYG has been leasing the Dormitory from Mr. X Xxxxx Holding Entities leasing premises at the and Mr. X Xxxxx Complexfor use as staff dormitory purpose for more than seven years, and also provide flexibility intends to continue the lease after the expiry of the Previous Dongguan Dormitory Lease Agreement through the Dongguan Dormitory Lease Agreement. The above property is rented as to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One practical business needs of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise By entering into of the Group in Dongguan Dormitory Lease Agreement to renew the provision of the services contemplated under the 2023 Service Agreement lease, HYG can avoid incurring removal fees, renovation fees and its familiarity with the businesses of Xxxxx Group; (ii) the efficiency all other incidental cost and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter expenses for moving into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual capsnew properties. The Directors (including the independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from votingDirectors) consider that the terms of the Lease Agreements (including the annual cap) are of the view that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement on normal commercial terms and the 2023 Service Agreement were entered into in the ordinary and usual course of business of the Group after arm’s length negotiation between the partiesGroup, reflect normal commercial terms and the terms of the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders Shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company Having considered the material interest of Mr. X Xxxxx and Mr. X Xxxxx as the landlords under the Lease Agreements, each of Mr. X Xxxxx and Mr. X Xxxxx has abstained from voting on the resolutions of the Board approving the Lease Agreements and the transactions contemplated thereunder. Save as disclosed above, to the best of knowledge of the Directors having made all reasonable enquiries, none of the other Directors has a material interest in the Lease Agreements and the transactions contemplated thereunder and thus, was required to abstain from voting on the resolutions of the Board approving the Lease Agreements and the transactions contemplated thereunder. Each of Mr. X Xxxxx and Mr. X Xxxxx is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement executive Director and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding is a controlling shareholder of the Company which and is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules; and (ii) the transactions contemplated under the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement Lease Agreements will constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group transactions contemplated under the 2023 Property Leasing Framework Agreement, (iii) Lease Agreements on an aggregate basis is more than 5% but all the highest annual cap applicable percentage ratios are less than 25% and the transaction amount for the amounts payable by the Group transactions contemplated under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap Lease Agreements for the amounts receivable by the Group under the year ending 31 March 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but below 5%less than HK$10.00 million, the transactions contemplated thereunder are only under the Lease Agreements will be subject to the reporting, announcement and annual review and announcement requirements set out in the Listing Rules but are exempt will be exempted from the independent shareholdersShareholders’ approval requirement under requirements pursuant to Rule 14A.76 of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. BITCL has been engaged by TEDA to manage the Disposal Subsidiaries after completion of the Disposal Agreement in May 2009. The Entrustment Guarantee Agreement The issuance Company considers that the business operations of guarantee the Target Subsidiaries have improved and are worth re-investing in by the Group. Currently, the Target Subsidiaries are mainly engaged in the production of liquefied petroleum gas and compressed natural gas. They have not undertaken any reform of gas sources and are currently unable to satisfy the great demand for each project is costly gas from the residents in their respective local areas as a result of the rapid development of the economy and administratively burdensome for the substantial amount of residential construction projects. With the support of favorable policies of the local government, the volume of sale of gas can be substantially increased after the introduction of gas sources by the Group, as security deposit will be required and fees will be charged which can boost the volume of sale of gas by the bank for each such issue and it is time-consuming to repeatedly apply for their issuance. The provision of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLCTarget Subsidiaries. In addition, the dispensation of payment of Guarantee Target Subsidiaries own the exclusive operation right in their respective local areas and security deposits will also allow the Group to put its cash to more efficient use thus hold pricing advantages in charging connection fees and to lower its receivablesgas prices. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is Company anticipates that taking control over the legal owner Target Subsidiaries again will enhance the value of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Group does not intend to repurchase any other Disposed Subsidiaries after acquiring the Target Subsidiaries. The Company understands that TEDA is in the process of handling the matters in relation to the dissolution or liquidation of certain Disposed Subsidiaries. After TEDA has finished handling such process, BITCL will terminate the agreement with TEDA to manage the Disposed Subsidiaries. The Directors (including the Independent Non-Executive Directors) consider that entering into the 2023 Property Leasing Framework Termination Agreements and the Repurchase Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at are fair and reasonable and on normal commercial terms and that the Xxxxx Complex, Termination Agreements and also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties Repurchase Agreement are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived by the Group by utilizing the information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up interests of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual caps. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from voting) are of the view that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement were entered into in the ordinary and usual course of business of the Group after arm’s length negotiation between the parties, reflect normal commercial terms and the terms of the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders Shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company. The principal activity None of the Group is Directors have a material interest in the provision of chemical engineering, procurement and construction management, or EPC, servicesTransactions. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding As TEDA HK is a controlling substantial shareholder of the Company which is indirectly interested in holding approximately 75.8250.13% of the total issued share capital Shares, TEDA HK and Nicetime are connected persons of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement GEM Listing Rules. The Transactions accordingly constitute connected transactions of the Company under Chapter 14A 20 of the Listing Rules; and (ii) the transactions contemplated under the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the GEM Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets relevant percentage ratios calculated pursuant to Rule 19.07 of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the GEM Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above Transactions are more than 0.1% but below and less than 5%, the transactions contemplated thereunder are Transactions is only subject to the reporting, annual review reporting and announcement requirements set out in the Listing Rules but and are exempt from the independent shareholders’ approval requirement requirements under Chapter 20 of the GEM Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance principal business of guarantee for each project the Company is costly the provision of finance leasing and administratively burdensome for advisory services to its customers in the Group, as security deposit will be required and fees will be charged by the bank for each such issue and it is time-consuming to repeatedly apply for their issuancePRC. The provision entering into of the Guarantee by Xxxxx Holding can help reduce such administrative expenses Sale and facilitate Xxxxx Engineering Leaseback Arrangement is in the ordinary and usual course of business of the Company and will enable the Company to obtain earn an aggregate income of approximately RMB11,581,132 (exclusive of value-added tax in a total amount of RMB694,868) over the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLClease term. In additionBefore entering into the Agreements, the dispensation of payment of Guarantee Company, through the business department and security deposits will also allow risk management department, has performed due diligence and a credit assessment on the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease Lessee in the market so as to better utilise accordance with the Group’s assets and to generate returns for internal assessment policies, among others, on the Group. The Directors consider that entering into the 2023 Property Leasing Framework Agreement will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the Xxxxx ComplexLessee’s management team, financial status, credit history, repayment capabilities, business operation, future prospect, and also provide flexibility purpose of the funds from the Sale and Leaseback Arrangement to be applied by the Lessee and the fair value of the Lease Assets. Based on the information available to the Company and Xxxxx Holding when adjustments that the Lessee has a good repayment history in relation to the floor space occupied by different parties are required. The 2023 Service Factoring Agreement One of I, the Group’s businesses is Company satisfied that the provision of engineering, procurement Lessee has a good credit standing and construction management services. Xxxxx Group has an information technology team and a legal and compliance team where thus offered the Group has in the past utilized some of their services in a small scale. In view of (i) the expertise of the Group in the provision of the services contemplated terms under the 2023 Service Agreement and its familiarity Agreements which are determined with reference to the businesses of Xxxxx Group; (ii) the efficiency and economies of scale which can be derived terms offered by the Group by utilizing the information technology services Company to Independent Third Party customers with similar due diligence and legal credit assessment results, and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the Group’s legal and compliance requirements; and (iii) the fees receivable by the Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the 2023 Service Agreement are negotiated after arm’s length discussions and reflect on normal commercial terms. The Company would review the Lease Assets on a regular basis, including performing on-site visit to inspect the Company considers it desirable to enter into status of the 2023 Service Agreement in its ordinary course Lease Assets, and reviewing financial conditions, business expansion plan, and change of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president the shareholders or employees of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving Lessee during the Entrustment Guarantee term of the Lease Agreement, so as to identify potential default and take prompt appropriate action under the 2023 Property Leasing Framework Agreement and the 2023 Service Lease Agreement, as well as their respective proposed annual caps. The Directors (including independent non-executive Directors but excluding Xx. Xxx Xxxxxxx who have abstained from voting) are of the view Given that the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement Sale and the 2023 Service Agreement were Leaseback Arrangement is being entered into in the ordinary and usual course of business of the Group after arm’s length negotiation between Company and on the parties, reflect normal commercial terms and that the Company has satisfied with the due diligence and credit assessment results on the Lessee, the Directors (excluding the independent non-executive Directors whose view will be provided in the circular after taking into account the advice of the Independent Financial Adviser) are of the view that the terms of the transactions contemplated thereunder Agreements are fair and reasonable and are in the interests interest of the Company and its shareholders the Shareholders as a whole. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Xxxxxxxx. Xx. Xxx Xxxxxxxx’s principal business activity is the control of the business operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, offshore and marine engineering and new chemical materials. The business of Xxxxx Group covers storage and utilization of resources such as coal, oil and natural gas, onshore energy engineering services, manufacture of marine engineering equipment and development of new downstream chemical materials. LISTING RULES IMPLICATIONS Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company. As each of the Xxxxx Holding Entities is an associate of Xxxxx Holding, each of them is also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules; and (ii) the transactions contemplated under the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but below 5%, the transactions contemplated thereunder are only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules.