Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. Reference is made to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The Company is owned as to approximately 64.14% by Founder Information which in turn is owned as to approximately 97.36% by Peking Founder. Peking Founder is a connected person for the purposes of the Listing Rules. Founder is an associate of Peking Founder and therefore, a connected person of the Company under the Listing Rules. Accordingly the transactions contemplated under the Master IT Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules. As the applicable ratios pursuant to Rule 14.07 of the Listing Rules for the Master IT Agreement are less than 5%, the entering into the Master IT Agreement and the transactions contemplated thereunder by the Company constitute continuing connected transactions for the Company which are exempt from the independent shareholders’ approval requirements under Rule 14A.16(4) of the Listing Rules, but subject to the reporting, annual review and announcement requirements under Rules 14A.37 to 14A.41 and 14A.45 to 14A.47 of the Listing Rules. Reference is made to the announcement of the Company dated 29 August 2011, in relation to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The annual caps for the Master IT Agreement for each of the three years ending 31 December 2016 is determined based on the Company’s estimate of the purchases for the three years ending 31 December 2016 with reference to the purchase pattern for the two financial years ended 31 December 2012 and the purchases for the nine months ended 30 September 2013. The Master IT Agreement is effective upon signing.

CONTINUING CONNECTED TRANSACTIONS. Reference is made to the Existing Master IT Manpower Provision Agreement that was entered into between Golden Corn and Juneng Holding Group as disclosed in the Company and Founder on 29 August 2011 and will expire on 31 December 2013paragraph headed “Discloseable continuing connected transaction” under the section headed “Business” contained in the Prospectus. As a resultOn 5 September, on 9 December 20132007, the Company Golden Corn entered into the Master IT Manpower Provision Agreement with Founder pursuant Juneng Holding Group for the provision of staff by Juneng Holding Group to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial termsGolden Corn. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount term of the aforesaid ongoing transactions Manpower Provision Agreement is for a period commencing from the three years date of signing of the Manpower Provision Agreement on 5 September, 2007 and ending on 31 December 2016December, 2008. The Company As Juneng Holding Group is owned as to approximately 64.1455% by Founder Information which in turn ▇▇. ▇▇▇▇, who is owned as to approximately 97.36% by Peking Founder. Peking Founder is an executive Director and a connected person for the purposes controlling shareholder of the Listing Rules. Founder Company, Juneng Holding Group is an associate of Peking Founder and therefore, a connected person of the Company under the Listing Rules. Accordingly the transactions contemplated under the Master IT Agreement will constitute continuing connected transactions for the Company pursuant to purpose of Chapter 14A of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 of the Listing Rules for the Master IT Agreement are is on an annual basis less than 52.5%, the entering into the Master IT Agreement and the transactions contemplated thereunder by under the Company Manpower Provision Agreement constitute continuing connected transactions for of the Company which are exempt from under Rule 14A.34 of the Listing Rules and is subject to the reporting and announcement requirements but not subject to the independent shareholders’ approval requirements under Rule 14A.16(4requirement. The Directors (including the independent non-executive Directors) consider that the terms of the Listing Rules, but subject to Manpower Provision Agreement are fair and reasonable and on normal commercial terms and that the reporting, annual review and announcement requirements under Rules 14A.37 to 14A.41 and 14A.45 to 14A.47 entering into of the Listing RulesManpower Provision Agreement is in the interests of the Company and the Shareholders as a whole. Details of the transactions contemplated under the Manpower Provision Agreement will be included in the annual report and financial statements of the Company for the year in which the Manpower Provision Agreement subsists. Reference is made to the announcement Manpower Provision Agreement as disclosed in the paragraph headed “Discloseable continuing connected transaction” under the section headed “Business” contained in the Prospectus. The principal terms of the Company dated 29 August 2011, in relation to the Existing Master IT Manpower Provision Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The annual caps for the Master IT Agreement for each of the three years ending 31 December 2016 is determined based on the Company’s estimate of the purchases for the three years ending 31 December 2016 with reference to the purchase pattern for the two financial years ended 31 December 2012 and the purchases for the nine months ended 30 September 2013. The Master IT Agreement is effective upon signing.are as follows:

CONTINUING CONNECTED TRANSACTIONS. Reference is made to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013On 3 November 2014, the Company Parties entered into the Master IT Agreement with Founder pursuant to set out the principles upon which the Group will supply Information Products (a) subsidiaries of Tysan Foundation may subcontract building and construction works, EM works, rental of tower cranes and provision of engineering services, in whole or in part, to Founder Group Building Construction, Tysan Engineering and/or Proficiency Equipment (or their respective subsidiaries) or vice versa; and (b) Building Construction may subcontract foundation works, EM works, rental of tower cranes and provision of engineering services, in the ordinary course whole or in part, to subsidiaries of business and on normal commercial termsTysan Foundation, Tysan Engineering and/or Proficiency Equipment (or their respective subsidiaries) or vice versa. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount objective of the aforesaid ongoing transactions for Master Agreement is to maximize the three years ending 31 December 2016business activities and operations of the Group. The parties to the Master Agreement are Tysan Foundation, Tysan Engineering, Proficiency Equipment, (all of which are subsidiaries of the Company) and Building Construction, a company ultimately wholly-owned by Mr. ▇▇▇▇▇▇ ▇▇▇▇, an Executive Director. In addition, Tysan Foundation is also an associate of Mr. ▇▇▇▇▇▇ ▇▇▇▇. Consequently, Tysan Foundation and Building Construction are connected persons of the Company is owned as to approximately 64.14% by Founder Information which in turn is owned as to approximately 97.36% by Peking Founder. Peking Founder is a connected person for the purposes under Rule 14A.07 of the Listing Rules. Founder is an associate of Peking Founder and thereforeThus, a connected person the transactions between either Tysan Foundation or Building Construction with subsidiaries of the Company under the Listing Rules. Accordingly the transactions contemplated under the Master IT Agreement will constitute continuing connected transactions for the Company pursuant to for the reasons above. The applicable percentage ratios (other than the profits ratio) calculated in accordance with Chapter 14A of the Listing Rules. As Rules in relation to the applicable ratios pursuant to Rule 14.07 total amounts of the Listing Rules for the Master IT Agreement are less Continuing Connected Transactions (on an annual basis) will be more than 5%, % and it is expected that the entering into the Master IT Agreement and the transactions contemplated thereunder by the Company total consideration will exceed HK$10,000,000. The Continuing Connected Transactions will therefore constitute non-exempt continuing connected transactions for the Company which are exempt from under Chapter 14A of the independent shareholdersListing Rules and will be subject to disclosures in announcement, circular, annual review and Independent Shareholders’ approval requirements under Rules 14A.32 to 14A.59 of the Listing Rules in relation to non-exempt continuing connected transactions. To the best of the knowledge, information and belief of the Directors, no Shareholder is required under the Listing Rules to abstain from voting if the Company were to convene a general meeting for the approval of the Master Agreement, the Continuing Connected Transactions and the Annual Caps contemplated thereunder. As Tides Holdings II is interested in 655,999,427 Shares, representing approximately 75% of the issued share capital of the Company, pursuant to Rule 14A.16(4) 14A.37 of the Listing Rules, but subject the Company has obtained a written approval from Tides Holdings II to approve the reportingMaster Agreement, annual review the Continuing Connected Transactions and announcement requirements under Rules the Annual Caps contemplated thereunder in lieu of holding a general meeting. Upon the Stock Exchange granting the waiver pursuant to Rule 14A.37 to 14A.41 and 14A.45 to 14A.47 of the Listing Rules, no general meeting will be held to consider the Master Agreement, the Continuing Connected Transactions and the Annual Caps contemplated thereunder. Reference is made The Independent Board Committee has been formed to advise the announcement Shareholders in respect of the Company dated 29 August 2011Master Agreement, in relation to the Existing Master IT Agreement that was entered into between Continuing Connected Transactions and the Annual Caps. Somerley has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013the Independent Shareholders in respect of the Master Agreement, the Company entered into Continuing Connected Transactions and the Annual Caps. A circular containing, among other things, details of the Master IT Agreement with Founder pursuant to which Agreement, a letter of advice from the Group will supply Information Products to Founder Group in independent financial adviser containing its advice on the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify Agreement, the terms adopted Continuing Connected Transactions and the annual caps for Annual Caps and a letter from the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016Independent Board Committee is expected to be despatched to Shareholders on or about 24 November 2014. The annual caps for the Master IT Agreement for each of the three years ending 31 December 2016 is determined based on the Company’s estimate of the purchases for the three years ending 31 December 2016 with reference to the purchase pattern for the two financial years ended 31 December 2012 Date: 3 November 2014 Parties: Tysan Foundation, Tysan Engineering, Proficiency Equipment and the purchases for the nine months ended 30 September 2013. The Master IT Agreement is effective upon signing.Building Construction Continuing Connected

CONTINUING CONNECTED TRANSACTIONS. Reference JCC is made to a substantial shareholder holding approximately 40.41% of the Existing Master IT Agreement that was entered into between total issued share capital of the Company and Founder on 29 August 2011 and will expire on 31 December 2013. As a result, on 9 December 2013, the Company entered into the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps for the total amount of the aforesaid ongoing transactions for the three years ending 31 December 2016. The Company therefore JCC is owned as to approximately 64.14% by Founder Information which in turn is owned as to approximately 97.36% by Peking Founder. Peking Founder is a connected person for the purposes of the Listing Rules. Founder is an associate of Peking Founder and therefore, a connected person of the Company under the Listing Rules. Accordingly The entering into of the Continuing Connected Transactions Subject to Approval contemplated under the Agreements shall constitute continuing connected transactions of the Company and will therefore be subject to the requirements under Chapter 14A of the Listing Rules. The Directors (excluding the independent non-executive Directors whose views will be based on the opinion of the independent financial adviser) are of the view that the continuing connected transactions contemplated under the Master IT Agreement will constitute Agreements are entered into in the ordinary and usual course of business of the Company and on normal commercial terms and are fair and reasonable so far as the Shareholders are concerned. As the maximum amount of the continuing connected transactions for contemplated under the Company Agreement 2 will exceed 5% under any of the Percentage Ratios, therefore they are subject to the reporting, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. As The continuing connected transactions contemplated under Agreement 1 and Land Leasing Agreement are also subject to Independent Shareholders’ approval under the Shanghai Listing Rules. If during the period ending 31 December 2017, the aggregate annual value of the Continuing Connected Transactions Subject to Approval contemplated under the Agreements exceed the Proposed Caps or there is material change to the Agreements, the Company will take necessary steps to ensure compliance with all applicable ratios pursuant to Rule 14.07 rules under Chapter 14A of the Listing Rules for Rules. The transactions contemplated under the Master IT Agreement are less than 5%1, Agreement 2 and Land Leasing Agreement will be subject to obtaining of approvals from the Independent Shareholders at the EGM to approve, inter alia, the entering into the Master IT Agreement Agreements and the transactions contemplated thereunder by and the Company constitute continuing connected transactions Proposed Caps for the Company Agreements (as set out below), in which JCC and its associates will abstain from voting. If all the conditions for the Agreements set out above are exempt from not fulfilled by 31 December 2014, the independent shareholders’ approval requirements under Rule 14A.16(4) Agreements will lapse and all the obligations and liabilities of the Listing Rules, but subject parties to the reporting, annual review Agreements will cease and announcement requirements under Rules 14A.37 to 14A.41 and 14A.45 to 14A.47 of the Listing Rules. Reference is made to the announcement of the Company dated 29 August 2011, in relation to the Existing Master IT Agreement that was entered into between the Company and Founder on 29 August 2011 and will expire on 31 December 2013terminate except any antecedent breach. As a result, on 9 December 2013disclosed above, the Company entered into proposed to set the Master IT Agreement with Founder pursuant to which the Group will supply Information Products to Founder Group in the ordinary course of business and on normal commercial terms. The Master IT Agreement will govern and specify the terms adopted and the annual caps Proposed Caps for the total transactions under the Agreements as follows: 31 December Agreement 2015 RMB’000 2016 RMB’000 2017 RMB’000 Agreement 1 621,990 664,172 712,562 Agreement 2 2,682,804 2,750,076 2,902,329 Land Leasing Agreement 166,686 183,355 201,690 The amount of the aforesaid ongoing transactions for to be received or payable by the three years ending 31 December 2016. The annual caps for the Master IT Agreement for relevant parties under each of the three years ending 31 December 2016 Agreements will not be netting off. Before the EGM is determined based on being held, the Company’s estimate of relevant parties will continue to enter into the purchases for transactions under the three years ending 31 December 2016 with reference to 2011 & 2012 Agreements under the purchase pattern for previous caps granted by the two financial years ended 31 December 2012 and the purchases for the nine months ended 30 September 2013. The Master IT Agreement is effective upon signingIndependent Shareholders.