Common use of REASONS FOR THE TRANSACTIONS Clause in Contracts

REASONS FOR THE TRANSACTIONS. The Service Agreements are renewal of the existing service agreements and were entered into by Hysan Group in the ordinary course of its businesses of leasing and property management. The entering into of the Service Agreements is in line with Hysan Group’s policy of centralizing the leasing activities, lease administration and property management of its portfolio. The Directors (including Independent Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) are of the view that the transactions contemplated under the Service Agreements are on normal commercial terms, in the ordinary and usual course of business of Hysan Group after due negotiations and on arm’s length basis with reference to the prevailing market conditions, the terms of the Service Agreements are fair and reasonable and in the interests of the Company and its shareholders as a whole. The Directors (including Independent Non- Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) also believe that the Annual Caps for the Service Agreements are fair and reasonable. REGULATORY ASPECTS Barrowgate is a non-wholly owned subsidiary of the Company and a connected person of the Company under the Listing Rules by virtue of Jebsen & Co. holding 10% issued shares in Barrowgate. Jebsen & Co. is an associate of Xx. Xxxxxx, a Non-Executive Director of the Company and therefore a connected person of Hysan at the listed issuer level. HLCL and HPML are wholly-owned subsidiaries of the Company. Accordingly, the Service Agreements and transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Due to the interest of an associate of Xx. Xxxxxx in the Service Agreements, Xx. Xxxxxx abstained from voting on the relevant resolutions for approving the Service Agreements in the meeting of the Board. Given that certain applicable percentage ratios in respect of the Annual Caps for the Service Agreements on an annual aggregated basis are more than 0.1% and less than 5%, the Service Agreements fall under Rule 14A.76(2) of the Listing Rules and are only subject to the announcement, reporting and annual review requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Service Agreements will be disclosed in the relevant annual reports and accounts of Hysan in accordance with Rule 14A.71 of the Listing Rules.

REASONS FOR THE TRANSACTIONS. The Service Agreements are renewal core business of the existing service agreements Group includes port and were entered into by Hysan Group in port-related business. It has been the ordinary course of its businesses of leasing and property management. The entering into strategy of the Service Agreements is Group to strengthen and develop its port business and port-related business through investment in line with Hysan Group’s policy new projects, acquisition of centralizing high quality port-related business and properties, leasing properties and warehouse, providing cargo management services and expanding in container related logistics services. Further, the leasing activities, lease administration and property management of its portfolio. The Directors (including Independent Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) are of the view that the transactions contemplated under Group will also continue to benefit from the Service Agreements ship berthing services agreement and various services framework agreements as such services are essential to enable the Group to offer various port and port-related services in a more cost-effective way. The Directors, including the independent non-executive Directors, are of the view that the 2021 Ship Berthing Services Agreement was entered into on normal commercial terms, terms and in the ordinary and usual course of business of Hysan Group after due negotiations and on arm’s length basis with reference to the prevailing market conditionsCompany. Taking into account the historical amounts for the ship berthing fees payable under previous ship berthing services agreements, the Directors, including the independent non-executive Directors, are of the view that the terms of the Service Agreements 2021 Ship Berthing Services Agreement and the proposed annual cap for the ship berthing fees payable for the year ending 31 December 2021 are fair and reasonable and in the interests of the Company and its the shareholders of the Company as a whole. The Directors Directors, including the independent non-executive Directors, are of the view that the 2021 CMPG Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical prices for the provision of port and port-related services by members of the Group to members of the CMPG Group and the provision of port and freight forwarding services by members of the CMPG Group to members of the Group for the year ending 31 December 2020, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2021 CMPG Services Framework Agreement and the proposed annual caps for (i) the service fees receivable by members of the Group from members of the CMPG Group (including Independent Non- Executive the Mawan Companies) for the provision of port and port-related services and (ii) the services fees payable by members of the Group to members of the CMPG Group (including the Mawan Companies) for the their provision of port and freight forwarding services for the year ending 31 December 2021 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view the 2021 CMHIT Comprehensive Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical amounts for the service fees payable under the 2020 CMHIT Comprehensive Services Framework Agreement, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2021 CMHIT Comprehensive Services Framework Agreement and the proposed annual cap for the service fees payable by the Group to CMHIT for the year ending 31 December 2021 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view the 2021 CMPG IT Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical amounts for the service fees receivable under the Existing CMPG IT Services Framework Agreement, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2021 CMPG IT Services Framework Agreement and the proposed annual cap for the service fees receivable by CMHIT for the year ending 31 December 2021 are fair and reasonable and in the interest of the Company and the shareholders of the Company as a whole. None of the Directors but excluding Xx. Xxxxxx who has have a material interest in the transactions) also believe that the Annual Caps for the Service Agreements are fair and reasonable. REGULATORY ASPECTS Barrowgate is a non-wholly owned subsidiary of the Company and a connected person of the Company under the Listing Rules by virtue of Jebsen & Co. holding 10% issued shares in Barrowgate. Jebsen & Co. is an associate of Xx. Xxxxxx, a Non-Executive Director of the Company and therefore a connected person of Hysan at the listed issuer level. HLCL and HPML are wholly-owned subsidiaries of the Company. Accordingly2021 Ship Berthing Services Agreement, the Service Agreements 2021 CMPG Services Framework Agreement, the 2021 CMHIT Comprehensive Services Framework Agreement, and transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Due 2021 CMPG IT Services Framework Agreement nor are they required to the interest of an associate of Xx. Xxxxxx in the Service Agreements, Xx. Xxxxxx abstained abstain from voting on the relevant resolutions for approving the Service Agreements in the meeting of the Board. Given that certain applicable percentage ratios in respect of the Annual Caps for the Service Agreements on an annual aggregated basis are more than 0.1% and less than 5%, the Service Agreements fall under Rule 14A.76(2) of the Listing Rules and are only subject to the announcement, reporting and annual review requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Service Agreements will be disclosed in the relevant annual reports and accounts of Hysan in accordance with Rule 14A.71 of the Listing Rulesboard resolutions.

REASONS FOR THE TRANSACTIONS. The Service Agreements are renewal of the existing service agreements and were entered into by Hysan Group in the ordinary course of its businesses of leasing and property management. The entering into of the Service Agreements is in line with Hysan Group’s policy of centralizing centralising the leasing activities, lease administration and property management of its portfolio. The Directors (including Independent Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactionsDirectors) are of the view that the transactions contemplated under the Service Agreements and the terms therein are on normal commercial terms, are fair and reasonable and in the interests of the Company and its shareholders as a whole, and that they were entered in the ordinary and usual course of business of Hysan Group after due negotiations and on arm’s length basis with reference to the prevailing market conditions, the terms of the Service Agreements are fair and reasonable and in the interests of the Company and its shareholders as a whole. The Directors (including Independent Non- Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactionsDirectors) also believe that the Annual Caps for of the Service Agreements are fair and reasonable. REGULATORY ASPECTS Barrowgate is a non-wholly owned subsidiary of the Company and a connected person of the Company under the Listing Rules by virtue of it being a non wholly-owned subsidiary of the Company, and also having a substantial shareholder, namely Jebsen & Co. holding 10% issued shares in Barrowgate. Jebsen & Co. which is an associate of Xx. Xxxxxx, a Non-Executive Director of the Company and therefore a connected person of Hysan at the listed issuer levelCompany. HLCL and HPML are wholly-owned subsidiaries of the Company. Accordingly, the Service Agreements and transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Due to the interest of an associate of Xx. Xxxxxx in the Service Agreements, Xx. Xxxxxx he abstained from voting on the relevant resolutions resolution for approving the Service Agreements Agreement in the meeting of the Boardboard of Directors. Given that certain each of the applicable percentage ratios in respect of the Annual Caps for the Service Agreements on an annual aggregated basis are is more than 0.1% and less than 5%, the Service Agreements fall under Rule 14A.76(2) of the Listing Rules and are only subject to the announcement, reporting and annual review requirements but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Service Agreements will be disclosed in the relevant annual reports and accounts of Hysan in accordance with Rule 14A.71 of the Listing Rules.

REASONS FOR THE TRANSACTIONS. The Service Agreements are renewal core business of the existing service agreements Group includes port and were entered into by Hysan Group in port-related business. It has been the ordinary course of its businesses of leasing and property management. The entering into strategy of the Service Agreements is Group to strengthen and develop its port business and port-related business through investment in line with Hysan Group’s policy new projects, acquisition of centralizing the high quality port-related business and properties, leasing activitiesproperties and warehouse, lease administration providing cargo management services and property management of its portfolioexpanding in container related logistics services. The Directors (including Independent Non-Executive Directors but excluding Xx. Xxxxxx who has material interest in the transactions) are of the view that the transactions contemplated under continuous leasing of the Service Agreements land and properties from CMG Group and its associates will facilitate a smooth business operation of the Group’s port and port-related business and will be beneficial to the Group and assists in maintaining the Group’s sustainable growth. Further, the Directors are of the view that the Group will also continue to benefit from the ship berthing services agreement and various services framework agreements as such services are essential to enable the Group to offer various port and port-related services in a more cost-effective way. The Directors, including the independent non-executive Directors, are of the view that the 2022 Ship Berthing Services Agreement was entered into on normal commercial terms, terms and in the ordinary and usual course of business of Hysan Group after due negotiations and on arm’s length basis with reference to the prevailing market conditionsCompany. Taking into account the historical amounts for the ship berthing fees payable under previous ship berthing services agreements, the Directors, including the independent non-executive Directors, are of the view that the terms of the Service Agreements 2022 Ship Berthing Services Agreement and the proposed annual cap for the ship berthing fees payable for the year ending 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that the 2022 Sinotrans Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical amounts in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates and in respect of the service fees for agency services receivable by the Group from Sinotrans & CSC and its associates for each of the year ended 31 December 2019, 2020 and 2021, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2022 Sinotrans Services Framework Agreement and the proposed annual cap in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates and in respect of the service fees for agency services receivable by the Group from Sinotrans & CSC and its associates for the years ending 31 December 2022, 2023 and 2024 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that the 2022 CMPG Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical prices for the provision of port and port-related services by members of the Group to members of the CMPG Group and the provision of port and freight forwarding services by members of the CMPG Group to members of the Group for the year ended 31 December 2021, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2022 CMPG Services Framework Agreement and the proposed annual caps for (i) the service fees receivable by members of the Group from members of the CMPG Group for the provision of port and port-related services and (ii) the services fees payable by members of the Group to members of the CMPG Group for the their provision of port and freight forwarding services for the year ending 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. Taking into account the aggregate service fees payable and receivable under the 2022 CMPG Services Framework Agreement, the 2022 Sinotrans Services Framework Agreement and transactions with other members from the CMG Group, the Directors, including the independent non-executive Directors, are also of the view that (i) the aggregate annual cap in respect of the annual aggregate maximum amount of port-related agency service fees payable by the Group and its associates to the CMG Group and its associates for the year ending 31 December 2022 and (ii) the aggregate annual cap in respect of the annual aggregate maximum amount of port and port-related service fees receivable by the Group and its associates from the CMG Group and it associates for the year ending 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that the 2022 CMHIT Comprehensive Services Framework Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the historical amounts for the service fees payable under the 2022 CMHIT Comprehensive Services Framework Agreement, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2022 CMHIT Comprehensive Services Framework Agreement and the proposed annual cap for the service fees payable by the Group to CMHIT for the year ending 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that the 2022 Djibouti Cooperation Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the reason that CM Djibouti intends to develop trade and logistic in the Djibouti international free trade zone, it is beneficial to the Group by taking advantages of Djibouti Industrial Parks Operation as it is an operator of the Djibouti international free trade zone. The annual caps proposed have taken into account the estimated volume of services to be required from and to be provided to Djibouti Industrial Parks Operation based on the historical transaction volume for the year ending 31 December 2021. Based on the reasons above, the Directors, including the independent non-executive Directors, are of the view that the terms of the 2022 Djibouti Cooperation Agreement and the proposed annual caps for the service fees payable to and receivable from Djibouti Industrial Parks Operation by the Group for the year ending 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that the 2022 Mawan Smart Port Technology Services Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company. Taking into account the market rates for similar services quoted from independent third parties and the expected service fees payable under the 2022 Mawan Smart Port Technology Services Agreements, the Directors, including the independent non-executive Directors, are of the view that the terms of 2022 Mawan Smart Port Technology Services Agreements and the proposed annual caps for (i) the service fees receivable from Haixing and (ii) the aggregate service fees payable by Haixing to Chiwan Container Terminal, Chiwan Port Container and Mawan Port under the 2022 Mawan Smart Port Technology Services Agreements for the year ending 31 December 2021 and 31 December 2022 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Directors, including the independent non-executive Directors, are of the view that taking into account the delays and the current status of the Haixing IT System the revised annual cap in respect of the fees payable to CMHIT under the Haixing IT System Framework Agreement for the year ending 31 December 2021 and 31 December 2022 are fair and reasonable and in the interest of the Company and its shareholders as a whole. The None of the Directors (including Independent Non- Executive Directors but excluding Xx. Xxxxxx who has have a material interest in the transactions) also believe that the Annual Caps for the Service Agreements are fair and reasonable. REGULATORY ASPECTS Barrowgate is a non-wholly owned subsidiary of the Company and a connected person of the Company under the Listing Rules by virtue of Jebsen & Co. holding 10% issued shares in Barrowgate. Jebsen & Co. is an associate of Xx. Xxxxxx, a Non-Executive Director of the Company and therefore a connected person of Hysan at the listed issuer level. HLCL and HPML are wholly-owned subsidiaries of the Company. Accordingly2022 Ship Berthing Services Agreement, the Service 2022 CMPG Services Framework Agreement, the 2022 Sinotrans Services Framework Agreement, the 2022 CMHIT Comprehensive Services Framework Agreement, the 2022 Djibouti Cooperation Agreement, the 2022 Mawan Smart Port Technology Services Agreements and transactions contemplated thereunder constitute continuing connected transactions for the Company under Rule 14A.31 of the Listing Rules. Due Haixing IT System Framework Agreement nor are they required to the interest of an associate of Xx. Xxxxxx in the Service Agreements, Xx. Xxxxxx abstained abstain from voting on the relevant resolutions for approving the Service Agreements in the meeting of the Board. Given that certain applicable percentage ratios in respect of the Annual Caps for the Service Agreements on an annual aggregated basis are more than 0.1% and less than 5%, the Service Agreements fall under Rule 14A.76(2) of the Listing Rules and are only subject to the announcement, reporting and annual review requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Particulars of the Service Agreements will be disclosed in the relevant annual reports and accounts of Hysan in accordance with Rule 14A.71 of the Listing Rulesboard resolutions.