PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
CONTINUING CONNECTED TRANSACTIONS NEW TENANCY AGREEMENT 12 On 31 October 2017, WSL Logistics entered into the New Tenancy Agreement 12 with Tianjin WSL Huoyun. IMPLICATIONS UNDER THE LISTING RULES WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Each of Tianjin WSL File Management and Xxxx (Tianjin) International is a wholly owned subsidiary of Tianjin WSL. Tianjin WSL Huoyun is held as to 30% by Tianjin WSL. Therefore, each of Tianjin WSL File Management, Xxxx (Tianjin) International and Tianjin WSL Huoyun is an associate of Tianjin WSL, which in turn is a connected person of the Company. Accordingly, the New Tenancy Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Tenancy Agreements are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the transactions under the termination agreement, the New Tenancy Agreement 10 and the New Tenancy Agreement 12, when aggregated with the Supplemental Tenancy Agreements for the extension of rental period to the New Tenancy Agreement 1, the New Tenancy Agreement 2 and the New Tenancy Agreement 5, together with the New Tenancy Agreement 3, the New Tenancy Agreement 4, the New Tenancy Agreement 6, the New Tenancy Agreement 7, the New Tenancy Agreement 8, the New Estate Management Services Agreement, the Other Existing Agreements and the Phase II Property Management Services Agreement, on an annual basis, is more than 1% but less than 5%, the transactions contemplated under the New Tenancy Agreements are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval under Chapter 14A of the Listings Rules. Reference is made to the announcement of the Company dated 1 August 2016 in relation to the continuing connected transactions of the tenancy agreements renewal and the estate management services agreement renewal, the announcement of the Company dated 30 November 2016 in relation to the continuing connected transaction of the phase II property management services agreement, the announcement of the Company dated 27 January 2017 in relation to the continuing connected transactions of the tenancy agreement, and the announcement of the Company dated 1 June 2017 in relation to the continuing connected transactions of the tenancy agreement, and the announcement of the Company dated 31 July 2017 in relation to the continuing connected transactions of the supplemental agreement for the extension of rental period to the new tenancy agreements (collectively, the “Announcements”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Announcements.