Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from the Neptunia Sub-licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 and the nine (9)-month period ended 30 September 2020, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 and HK$775,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2021. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 2018, 2019 and the nine (9)-month period from 1 January 2020 to 30 September 2020, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000, HK$1,041,000 and HK$775,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from Group, including the Neptunia Sub-licence Agreement, which include Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 2016 and the nine (9)-month period ended 30 September 20202017, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 HK$157,000 and HK$775,000 HK$613,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20212018. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20182015, 2019 2016 and the nine (9)-month period from 1 January 2020 2017 to 30 September 20202017, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000HK$151,000, HK$1,041,000 HK$157,000 and HK$775,000 HK$128,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptuniathrough, it among others, SMBIL, holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia Company. Accordingly, SMBIL is a connected person of the Company. AccordinglyCompany under the Listing Rules, and the licensing arrangement under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement constitutes a continuing connected transaction for the CompanyCompany under Chapter 14A of the Listing Rules. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in and the 2007 AnnouncementSMBIL-SMGB Trademark Licence Agreement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licensing Licence Agreement, the Neptunia SMBIL Sub-licence Agreement and the SMBIL SubSMBIL-licence SMGB Trademark Licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 and the nine (9)-month period ended 30 September 2020, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 and HK$775,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia SubNew SMBIL-licence Agreement (as extended by the Extension Letter)SMBHK Trademark Licence Agreement, when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the year ending 31 December 2021financial years during the remaining terms of the relevant license/sub-license agreements. Accordingly, the transactions under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and NeptuniaSMBIL. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned abovewith reference to the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties amounted to only approximately HK$1,041,000, HK$931,000 and HK$516,000 for the years ended 31 December 20182019, 2019 2020 and the nine (9)-month period from 1 January 2020 2021 to 30 September 20202021 respectively. Hence, as the territorial coverage, licensed trademarks, and rate and manner of computation of royalties payable to Neptunia under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000(although the list of covered territories and licensed trademarks has been updated), HK$1,041,000 and HK$775,000 respectively. As the transaction amount under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, NeptuniaSMBIL, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the Neptunia SubNew SMBIL-licence SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptuniathrough, it among others, SMBIL, holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia Company. Accordingly, SMBIL is a connected person of the Company. AccordinglyCompany under the Listing Rules, and the licensing arrangement under the Neptunia Sub2024 SMBIL-licence SMBHK Trademark License Agreement constitutes a continuing connected transaction for the CompanyCompany under Chapter 14A of the Listing Rules. The Group has also entered into other licence/sub-licence license agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from the Neptunia Sub2024 SMBIL-licence SMBHK Trademark License Agreement, which include the 2023 SMBIL-SMGB Trademark Licensing License Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcementlicense Agreement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the 2024 SMBIL-SMBHK Trademark Licensing License Agreement, the Neptunia Sub2023 SMBIL-licence SMGB Trademark License Agreement and the SMBIL Sub-licence license Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term terms of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements shall remain unchanged. For the years ended 31 December 2022, save for 2023 and the licensor nine (9)-month period from 1 January 2024 to 30 September 2024, the royalties paid/payable by the Group under the 2021 SMBIL-SMBHK Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within License Agreement, when aggregated with the royalties paid/payable by the Group under the other trademark licensing arrangements with the San ▇▇▇▇▇▇ Group Group, including the 2020 SMBIL-SMGB Trademark License Agreement (expired as disclosed of the end day on 30 November 2023), the 2023 SMBIL-SMGB Trademark License Agreement and the SMBIL Sub-license Agreement, amounted to approximately HK$1,449,000, HK$1,446,000 and HK$1,078,000, respectively. Hence, as the territorial coverage and licensed trademarks under the 2024 SMBIL-SMBHK Trademark License Agreement, among others, are essentially the same as those under the 2021 SMBIL-SMBHK Trademark License Agreement, and taking into account the revision in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 rate and the nine (9)-month period ended 30 September 2020, the aggregate manner of computation of royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 and HK$775,000 respectively. It 2024 SMBIL-SMBHK Trademark License Agreement, it is expected that the annual royalties payable by the Group under the Neptunia Sub2024 SMBIL-licence Agreement (as extended by the Extension Letter)SMBHK Trademark License Agreement, when aggregated with the other trademark licensing and sub-licensing arrangements with royalties payable by the San ▇▇▇▇▇▇ Group under the other San ▇▇▇▇▇▇ Group Licensing Arrangements, including the 2023 SMBIL-SMGB Trademark Licensing License Agreement and the SMBIL Sub-licence license Agreement, shall be less than HK$10 million for each of the year ending 31 December 2021financial years during the remaining terms of the San ▇▇▇▇▇▇ Group Licensing Arrangements. Accordingly, the transactions under the Neptunia Sub2024 SMBIL-licence SMBHK Trademark License Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 2018, 2019 and the nine (9)-month period from 1 January 2020 to 30 September 2020, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000, HK$1,041,000 and HK$775,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from Group, including the Neptunia Sub-licence Agreement, which include Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 2014 and the nine (9)-month period ended 30 September 20202015, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 HK$151,000 and HK$775,000 HK$781,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20212016. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as As mentioned above, for the years ended 31 December 20182013, 2019 2014 and the nine (9)-month period from 1 January 2020 2015 to 30 September 20202015, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000HK$129,000, HK$1,041,000 HK$151,000 and HK$775,000 HK$109,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC SMC, an intermediate holding company of the Company, and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of the both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang, none Ang (who has substantial interest in the shares of Top Frontier and SMC) did not attend the Directors abstained from voting meeting during which the vote on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement was taken. None of the Directors who were present in the said meeting abstained from voting on the Board resolution in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the said Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from the Neptunia Sub-licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 2018 and the nine (9)-month period ended 30 September 20202019, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 HK$166,000 and HK$775,000 HK$842,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20212020. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20182017, 2019 2018 and the nine (9)-month period from 1 January 2020 2019 to 30 September 20202019, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000HK$169,000, HK$1,041,000 HK$166,000 and HK$775,000 HK$842,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from Group, including the Neptunia Sub-licence Agreement, which include Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 2017 and the nine (9)-month period ended 30 September 20202018, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 HK$169,000 and HK$775,000 HK$121,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20212019. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20182016, 2019 2017 and the nine (9)-month period from 1 January 2020 2018 to 30 September 20202018, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000HK$157,000, HK$1,041,000 HK$169,000 and HK$775,000 HK$121,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San ▇▇▇▇▇▇ Group aside from Group, including the Neptunia Sub-licence Agreement, which include Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San ▇▇▇▇▇▇ Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San ▇▇▇▇▇▇ Group Licensing Arrangements during the remaining term of the agreements under the San ▇▇▇▇▇▇ Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San ▇▇▇▇▇▇ Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 2015 and the nine (9)-month period ended 30 September 20202016, the aggregate royalties payable by the Group under the San ▇▇▇▇▇▇ Group Licensing Arrangements amounted to HK$1,041,000 HK$151,000 and HK$775,000 HK$523,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San ▇▇▇▇▇▇ Group under the San ▇▇▇▇▇▇ Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20212017. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is a director of both the Company and Neptunia. ▇▇. ▇▇▇▇▇ ▇. Ang abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, as mentioned above, for the years ended 31 December 20182014, 2019 2015 and the nine (9)-month period from 1 January 2020 2016 to 30 September 20202016, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$166,000HK$151,000, HK$1,041,000 HK$151,000 and HK$775,000 HK$523,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia, SMC and Top Frontier, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. Accordingly, other than ▇▇. ▇▇▇▇▇ ▇. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution was unanimously passed in the Board meeting.