Common use of THE LISTING RULES IMPLICATIONS Clause in Contracts

THE LISTING RULES IMPLICATIONS. Shandong Heavy Industry is a substantial shareholder of the Company indirectly holding approximately 16.83% of the issued share capital of the Company. As Shandong Heavy Industry holds 35% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules. Accordingly, the New Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds 25% but all of which are less than 100%, the provision of the deposit services by Shandong Finance to the Group constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement for the three years ending 29 June 2016 exceed the 5% Threshold, the provision of the deposit services by Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting requirements set out in Rules 14A.45 and 14A.46, the annual review requirements of Rules 14A.37 and 14A.38 of the Listing Rules, and the independent shareholders’ approval requirements of Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the New Financial Services Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; and

THE LISTING RULES IMPLICATIONS. Shandong Heavy Industry is a substantial shareholder of the Company indirectly holding approximately 16.8317.72% of the issued share capital of the Company. As Shandong Heavy Industry holds 3537.5% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules. Accordingly, the New Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one certain of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds exceed 25% but all of which are less than 100%, the provision of the deposit services by Shandong Finance to the Group constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement for the three years ending 29 June 2016 2022 exceed the 5% Threshold, the provision of the deposit services by Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting requirements set out in Rules 14A.45 and 14A.46reporting, the annual review requirements of Rules 14A.37 and 14A.38 of the Listing Rulesreview, and the independent shareholders’ approval requirements of under Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the New Financial Services Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; and

THE LISTING RULES IMPLICATIONS. Shandong Heavy Industry is a substantial shareholder of the Company indirectly holding approximately 16.8316.30% of the issued share capital of the Company. As Shandong Heavy Industry holds 3537.5% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules. Accordingly, the New Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one certain of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds exceed 25% but all of which are less than 100%, the provision of the deposit services by Shandong Finance to the Group constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement for the three years ending 29 June 2016 2025 exceed the 5% Threshold, the provision of the deposit services by Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting requirements set out in Rules 14A.45 and 14A.46reporting, the annual review requirements of Rules 14A.37 and 14A.38 of the Listing Rulesreview, and the independent shareholders’ approval requirements of under Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the New Financial Services Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; and

THE LISTING RULES IMPLICATIONS. Shandong Heavy Industry Wanxiang Finance is a substantial shareholder subsidiary of Wanxiang Group, the composition of a majority of the Company board of directors of which is controlled by Xx. Xx (being the ultimate controlling Shareholder indirectly holding interested in approximately 16.8365.42% of the issued share capital of the Company. As Shandong Heavy Industry holds 35% equity interest in Shandong Finance, Shandong Finance is an associate of Shandong Heavy Industry and therefore a connected person of the Company under the Listing Rules). Accordingly, Wanxiang Group and Wanxiang Finance, both being associates of Xx. Xx, are connected persons of the New Company. Therefore, the transactions contemplated under the Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement exceeds 25% but all of which are less than 100%, the provision of the deposit services by Shandong Wanxiang Finance to the Group constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement for the three years ending 29 June 2016 31 December 2022 exceed the 5% Threshold, the provision of the deposit services by Shandong Wanxiang Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting requirements set out in Rules 14A.45 and 14A.46reporting, the annual review requirements of Rules 14A.37 and 14A.38 of the Listing Rulesreview, and the independent shareholders’ approval requirements of under Chapter 14A of the Listing Rules. A circular containing, inter alia, (i) further details of the deposit services under the New Financial Services Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the deposit services under the New Financial Services Agreement; andand (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 February 2020.