Common use of REASONS FOR THE TRANSACTION Clause in Contracts

REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the New Licence Agreement to ensure the continued provision of the services to the customers as well as to maintain a close business relationship and collaboration with AEON Stores. The Directors, including the independent non-executive Directors, consider that the New Licence Agreement was entered into in the ordinary and usual course of business of the Company, the terms of the New Licence Agreement are on normal commercial terms, and both the terms of the New Licence Agreement and Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 60.59% owned by AEON Co., Ltd., which in turn is a controlling shareholder of the Company interested in approximately 67.13% of the issued shares of the Company. As the Term is of 12 months or less and the New Licence Agreement does not contain any purchase options, the Group has elected to apply the recognition exemption under HKFRS 16 and will not recognise the New Licence Agreement as a one-off acquisition of a right-of-use asset. Instead, the New Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps exceed 01% but are less than 5%, the New Licence Agreement is subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As none of the Directors has a material interest in the transactions contemplated under the New Licence Agreement, no Director has abstained from voting on the Board resolutions approving the New Licence Agreement.

REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services and insurance-related advisory services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the New 2024 TM Licence Agreement to ensure support the continued provision of the services to the customers at the Premises, as well as to maintain a close business relationship and collaboration with AEON Stores. The Directors, including the independent non-executive Directors, consider that the New 2024 TM Licence Agreement was is entered into in the ordinary and usual course of business of the Company, the terms of the New 2024 TM Licence Agreement are on normal commercial terms, and both the terms of the New 2024 TM Licence Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 60.59% owned by AEON Co., Ltd., which in turn is a controlling shareholder of the Company interested in approximately 67.1368.32% of the issued shares of the Company. As the Term is of 12 months or less and the New Licence Agreement does not contain any purchase options, the Group has elected elects to apply the recognition exemption under HKFRS 16 and will not recognise the New lease of the Premises under the 2024 TM Licence Agreement as a one-off acquisition of a right-of-use asset. Insteadasset under HKFRS 16, the New lease of the Premises under the 2024 TM Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Payment of Outgoings from the Company to AEON Stores under the 2024 TM Licence Agreement constitutes a continuing connected transaction. Given that none of the applicable percentage ratios in relation to the Annual Caps exceed 0.1%, the continuing connected transaction with respect to payment of Outgoings under the 2024 TM Licence Agreement constitutes a de minimis transaction of the Company and is exempt from reporting, announcement, annual review (as applicable) and independent shareholders’ approval requirements. As one or more of the applicable percentage ratios in respect of the Annual Caps right to use the Premises under the 2024 TM Licence Agreement exceed 010.1% but are less than 5%, the New 2024 TM Licence Agreement is subject to the reporting, reporting and announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As none of the Directors has a material interest in the transactions contemplated under the New 2024 TM Licence Agreement, no Director has abstained from voting on the Board resolutions approving the New 2024 TM Licence Agreement.

REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the New 2021 Licence Agreement to ensure the continued provision of the services to the customers as well as to maintain a close business relationship and collaboration with AEON Stores. The Directors, including the independent non-executive Directors, consider that the New 2021 Licence Agreement was entered into in the ordinary and usual course of business of the Company, the terms of the New 2021 Licence Agreement are on normal commercial terms, and both the terms of the New 2021 Licence Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 60.59% owned by AEON Co., Ltd., which in turn is a controlling shareholder of the Company interested in approximately 67.13% of the issued shares of the Company. As the Remaining 2020 Term is of 12 months or less and the New Licence Agreement does not contain any purchase optionsTerm combined exceeds 12 months, the Group has elected to apply the recognition exemption under HKFRS 16 and will not recognise the New lease of the Premises under the 2021 Licence Agreement as a one-off acquisition of a right-of-use assetasset under HKFRS 16. InsteadAccordingly, the New lease of the Premises under the 2021 Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Payment of outgoings under the 2021 Licence Agreement, comprising the Rates, Management Fee and Utility Charges, to be made by the Company to AEON Stores, constitutes a continuing connected transaction. As one or more of the applicable percentage ratios in respect of the Annual Caps right to use the Premises under the 2021 Licence Agreement exceed 010.1% but are less than 5%, the New 2021 Licence Agreement is subject to the reporting, reporting and announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Given that none of the applicable percentage ratios in respect of the Annual Caps exceed 0.1%, the continuing connected transaction with respect to payment of outgoings under the 2021 Licence Agreement constitutes a de minimis transaction of the Company and is exempt from reporting, announcement, annual review and independent shareholders’ approval requirements. As none of the Directors has a material interest in the transactions contemplated under the New 2021 Licence Agreement, no Director has abstained from voting on the Board resolutions approving the New 2021 Licence Agreement.

REASONS FOR THE TRANSACTION. The Company is using the Premises as a branch office of the Company for the provision of consumer credit finance services to the customers of both the Company and AEON Stores. The Company considers it beneficial to enter into the New 2022 Licence Agreement to ensure support the continued provision of the services to the customers as well as to maintain a close business relationship and collaboration with AEON Stores. The Directors, including the independent non-executive Directors, consider that the New 2022 Licence Agreement was entered into in the ordinary and usual course of business of the Company, the terms of the New 2022 Licence Agreement are on normal commercial terms, and both the terms of the New 2022 Licence Agreement and the Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS AEON Stores is a connected person of the Company within the meaning of the Listing Rules by virtue of its being 60.59% owned by AEON Co., Ltd., which in turn is a controlling shareholder of the Company interested in approximately 67.13% of the issued shares of the Company. As the Remaining 2021 Term is of 12 months or less and the New Licence Agreement does not contain any purchase optionsTerm combined exceeds 12 months, the Group has elected to apply the recognition exemption under HKFRS 16 and will not recognise the New lease of the Premises under the 2022 Licence Agreement as a one-off acquisition of a right-of-use assetasset under HKFRS 16. InsteadAccordingly, the New lease of the Premises under the 2022 Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Payment of outgoings under the 2022 Licence Agreement, comprising the Rates, Management Fee and Utility Charges, to be made by the Company to AEON Stores, constitutes a continuing connected transaction. As one or more of the applicable percentage ratios in respect of the Annual Caps right to use the Premises under the 2022 Licence Agreement exceed 010.1% but are less than 5%, the New 2022 Licence Agreement is subject to the reporting, reporting and announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Given that none of the applicable percentage ratios in respect of the Annual Caps exceed 0.1%, the continuing connected transaction with respect to payment of outgoings under the 2022 Licence Agreement constitutes a de minimis transaction of the Company and is exempt from reporting, announcement, annual review and independent shareholders’ approval requirements. As none of the Directors has a material interest in the transactions contemplated under the New 2022 Licence Agreement, no Director has abstained from voting on the Board resolutions approving the New 2022 Licence Agreement.