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

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit XXXXX in further strengthening those existing vendor relationships, providing an extension of the product offer to better serve the customers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with WGL Group. As WGL is a substantial shareholder of the Company, the Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since certain of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Aggregate Annual Cap Amount are greater than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Transactions are exempt from, inter alia, independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the renewal term as set out in the Renewal Master Concession Agreement, no further announcement will be issued by the Company during the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amount not being exceeded.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit XXXXX has accumulated relatively mature management experience and possessed competent management skill in further strengthening those existing vendor relationships, providing an extension the aspects of the product offer management business in relation to better serve toll, road maintenance, information and electrical technology and road property safety. Entering into the customersEntrusted Management Agreements shall further expand and diversify the road property portfolio managed by the Company. The directors It will also facilitate the Company to pool its resources for professional management, which is conducive to centralised resource allocation, management cost reduction, performance enhancement and competitiveness improvement of the Company believe that in the entering into expressway management and maintenance market. The Directors (including independent non-executive Directors) are of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenienceopinion that, the Renewal Master Concession Agreement offers flexibility for further expansion Entrusted Management Agreements are entered into the usual and ordinary course of business of the synergetic partnership with WGL GroupCompany on normal commercial terms, the terms of which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As WGL at the date of this announcement, Communications Group is a substantial controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, (i) Shensuzhewan Branch is a branch of Communications Group, (ii) Ningbo Yongtaiwen Co is a non-wholly owned subsidiary of Communications Group; and (iii) Santongdao South Connection Co is an indirect non-wholly owned subsidiary of Communications Group. Therefore, each of Shensuzhewan Branch, Xxxxxx Xxxxxxxxxx Co and Santongdao South Connection Co is a connected person of the Company and as a result, the Transactions respective transactions contemplated under the Entrusted Management Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Since certain of the applicable percentage ratios set out in Pursuant to Rule 14.07 of the Listing Rules in respect of the Aggregate Annual Cap Amount are greater than the 0.1% threshold under 14A.81 to Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) 14A.83 of the Listing Rules, the Transactions respective transactions contemplated under the Entrusted Management Agreements are required to be aggregated with the respective transactions contemplated under the Previous Agreements. As the highest applicable percentage ratio in respect of the aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the Previous Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Entrusted Management Agreements and the Previous Agreements will be subject to the reporting, announcement and annual review requirements but exempt from, inter alia, from the independent shareholdersShareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. requirement under Chapter 14A of the Listing Rules. Going forwardXx. Xx Xxxxxxx, during the renewal term as set out Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Renewal Master Concession Agreement, no further announcement will be issued Entrusted Management Agreements as they are currently also employed by Communications Group and have abstained from voting on the Company during the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as relevant Board resolutions. Other than those Directors mentioned above, particularly none of the Directors have a material interest in the transactions contemplated under the Entrusted Management Agreements, and none are required to abstain from voting on the relevant Aggregate Annual Cap Amount not being exceededresolutions of the Board.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are Master Agreement provides a formal and unified framework of operations for the retailing procurement of their upmarket shoes, bags and accessories products which have complemented JBHL Products by the Group from the Supplier’s Group’s own fashion products well, . It is expected that the Master Agreement and the arrangements have created synergetic value benefiting both JBHL transactions contemplated thereunder will likely to enable the Group and WGL Groupto obtain more favourable pricing compared with that generally offered by other suppliers. The Company believes that such concession arrangements with WGL Group’s Concessionaire(sDirectors (including the independent non-executive Directors) will continue to benefit XXXXX in further strengthening those existing vendor relationships, providing an extension are of the product offer to better serve view that the customers. The directors terms of the Master Agreement, the transactions contemplated thereunder and the New Annual Caps amounts in respect thereof are on normal commercial terms which are fair and reasonable and in the interests of the Company believe that and the entering into Shareholders as a whole. As none of the Renewal Directors have a material interest in the Master Concession Agreement is necessary for or the continuous growth proposed transactions contemplated thereunder, no Director had abstained from voting on the relevant resolution proposed at the board meeting of the Company approving the Master Agreement and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Groupthe transactions contemplated thereunder. In addition, for As at the purpose date of administrative conveniencethis announcement, the Renewal Master Concession Agreement offers flexibility for further expansion Gangaram Family, through Radha Japan, holds 25% equity interest in JH Singapore (a non-wholly owned subsidiary of the synergetic partnership with WGL GroupCompany). As WGL Therefore, the Gangaram Family is a substantial shareholder of the Company, the Transactions constitute continuing JH Singapore and a connected transactions for person of the Company under at the Listing Rules. Since certain of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Aggregate Annual Cap Amount are greater than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Transactions are exempt from, inter alia, independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. subsidiary level under Chapter 14A of the Listing Rules. Going forwardAs the Supplier is wholly-owned by the Gangaram Family, during the renewal term as set out Supplier is an associate of the Gangaram Family and thus also a connected person of the Company at the subsidiary level under Chapter 14A of the Listing Rules. The transactions contemplated under the Master Agreement will therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As (i) the Supplier is a connected person of the Company at the subsidiary level only; (ii) the highest applicable percentage ratio in respect of the New Annual Caps for the transactions contemplated under the Master Agreement exceeds 5%; (iii) the Master Agreement has been approved by the Board; and (iv) the terms of the Master Agreement have been confirmed by the independent non-executive Directors to be in the Renewal Master Concession Agreement, no further announcement will be issued by ordinary and usual course of business of the Group and on normal commercial terms which are fair and reasonable and in the interests of the Company during and the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s)Shareholders as a whole, the transactions contemplated under the Master Agreement are only subject to fulfillment the reporting, announcement and annual review requirements under Chapter 14A of the terms and/or conditions stipulated in Listing Rules but are exempt from the Renewal Master Concession Agreement circular, independent financial advice and as mentioned above, particularly independent shareholders’ approval requirements pursuant to Rule 14A.101 of the relevant Aggregate Annual Cap Amount not being exceededListing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Xxxxxxx Xxxxxxx entered into the transaction contemplated under the New Entrusted Operation Management and Marketing Agreement to outsource cold chain management services and business promotion to a professional service provider aiming to save management resources. The concession counters inside XXXXX shops leased negotiation of the terms of New Entrusted Operation Management and Marketing Agreement was conducted by the parties on an arm’s length basis with reference to WGL Group’s Concessionaires are for the retailing market rate of their upmarket shoes, bags cold chain properties of comparable size and accessories products which have complemented JBHL Group’s own fashion products wellfacilities. No Director has any material interest in the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement. The Board (including the independent non- executive Directors) considers that the New Entrusted Operation Management and Marketing Agreement was entered into in the ordinary and usual course of business of Xxxxxxx Xxxxxxxxx, and the arrangements have created synergetic value benefiting both JBHL Group terms contained therein are fair and WGL Group. The Company believes that reasonable, and such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit XXXXX transactions are on normal commercial terms and in further strengthening those existing vendor relationships, providing an extension of the product offer to better serve the customers. The directors interests of the Company believe that and the entering into Shareholders as a whole. Xxxxxxx Xxxxxxx is held as to 60% indirectly by the Company and 20% by Xxxxx Xxxxxxx and 20% by Xxxxx Xxxxxxx respectively. Xxxxxxx Xxxxxxxxx is owned by two shareholders, namely, Xxxxx Xxxxxxx (55% equity interest) and Xxxxx Xxxxxxx (45% equity interest). Therefore, Xxxxxxx Xxxxxxxxx is an associate of the Renewal Master Concession Agreement is necessary for the continuous growth Xxxxx Xxxxxxx and operation ofXxxxx Xxxxxxx, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with WGL Group. As WGL which in turn is a substantial shareholder connected person of the Company. Accordingly, the Transactions New Entrusted Operation Management and Marketing Agreement constitute continuing connected transactions for of the Company under Chapter 14A of the Listing Rules. Since certain the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios (other than the profits ratio) as set out in Rule 14.07 of the Listing Rules in respect are, on an annual basis, more than 1% but all of the Aggregate Annual Cap Amount them are greater less than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5% threshold under Rule 14A.76(2)(a) of the Listing Rules%, the Transactions transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are only subject to the reporting, announcement and annual review requirements but are exempt fromfrom the circular, inter alia, the independent financial advice and the independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Listings Rules. Going forward, during the renewal term as set out in the Renewal Master Concession Agreement, no further announcement will be issued by the Company during the Term on each occasion any Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into any Individual Concession Agreement(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amount not being exceeded.