Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the Company under the Listing Rules. As the aggregate annual transaction amount in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. Date: 15 November 2013 Parties: (1) TZCI

CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the The Company and TZCI Hengdeli entered into the TZCI Supply AgreementCooperation Agreement for joint development of luxury jewellery retail business. Upon completion of the Acquisition, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each ▇▇▇ indirectly owns 15.27% of TZCI and TFS are connected persons the entire issued share capital of the Company for as at the purpose date of the Listing Rules. Accordingly, the TZCI Supply Agreement this announcement and the TFS Supply Agreement will constitute continuing is a connected transactions for the Company person (as defined under the Listing Rules) of the Company. The Cooperation Agreement and the transactions contemplated therein thus have become the continuing connected transactions of the Company. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with ▇▇▇▇▇▇▇▇. The parties entered into the New Cooperation Agreement on 27 September 2012 which would replace the Cooperation Agreement when approved by the Independent Shareholders at the EGM. Shenzhen Qijingda also entered into the Licence Agreement with Hangzhou Longyun on 1 July 2012. The New Cooperation Agreement and the Licence Agreement also provide for the Annual Caps of the transactions contemplated under the Agreements. As the aggregate applicable percentage ratios for the Aggregate Annual Cap exceeds 5% but less than 25% and the Aggregate Annual Cap is also greater than HK$10,000,000 on an annual transaction amount in respect of basis, the TZCI Supply New Cooperation Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be Annual Caps are subject to the reporting, annual review, announcement and independent Independent Shareholders’ approval requirements under Chapter 14A Rule 14A.35 of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about of the TZCI Supply Agreement and the TFS Supply New Cooperation Agreement, (ii) the Licence Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) a letter of advice from an independent financial adviser to be appointed by the Company to the Independent Board Committee and Independent Shareholders and a notice of convening the EGM will be dispatched to the Shareholders as soon as practicable. Reference is made to the announcements of the Company dated 28 September 2011, 4 November 2011, 7 February 2012 and 13 April 2012 and the circular of the Company dated 2 November 2011 in relation to, inter alia, the Acquisition. Upon the completion of Acquisition, Alpha Key becomes a substantial shareholder of the Company, holding approximately 15.27% of the entire issued share capital of the Company as at the date of this announcement. As Alpha Key is a wholly-owned subsidiary of Hengdeli, Hengdeli is therefore a connected person (as defined under the Listing Rules) of the Company. Reference is also made to the joint announcements of the Company and Hengdeli dated 25 October 2010 and 1 November 2010 in relation to, inter alia, the Cooperation Agreement. The Cooperation Agreement and the transactions contemplated therein have, upon completion of the Acquisition, become continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. The transactions contemplated under the Cooperation Agreement have been carried out on or before 6 December 2013a small scale only and the total considerations do not exceed 0.1% of the applicable percentage ratios of the Listing Rules and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements. Date: 15 November 2013 Parties: (1) TZCIIn anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with ▇▇▇▇▇▇▇▇ and the following new arrangements have been agreed by the parties.

CONTINUING CONNECTED TRANSACTIONS. On 15 November 201331 October 2014, KMB and Bus Power (a wholly-owned subsidiary of the Company and TZCI Company) entered into the TZCI Supply Agreement, Licence Agreement pursuant to which TZCI Group will supply KMB has conditionally granted an exclusive licence to Bus Power to market, install, display and maintain advertisements on or at the TZCI Materials to the Group Advertising Spaces, for an initial term of 2 years and 8 months commencing on 1 November 2014 until 30 June 2017 (both dates inclusive), which may be extended for a term further period of three financial 3 years ending 31 December 2016from 1 July 2017 to 30 June 2020 (both dates inclusive) at the option of KMB. On15 November 2013KMB is a wholly-owned subsidiary and an associate of Transport International, which is the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for ultimate controlling Shareholder. KMB is therefore a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each of TZCI and TFS are connected persons person of the Company for within the purpose meaning of the Listing Rules. Accordingly, The transactions contemplated under the TZCI Supply Agreement and the TFS Supply Licence Agreement will constitute continuing connected transactions for of the Company under and as the Listing Rules. As the aggregate annual transaction amount applicable percentage ratios in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to proposed annual caps for such transactions exceed 5% of the applicable ratios%, the TZCI Supply Agreement and the TFS Supply Agreement will be they are subject to the reporting, announcement, annual review, announcement review and independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee A special general meeting will be established convened at which resolution(s) will be proposed to advise seek the Independent Shareholders in relation to independent Shareholders’ approval of, among other things, the terms of transactions contemplated under the TZCI Supply Licence Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreementproposed annual caps. A circular containing, among other things, (i) further details about of the TZCI Supply Agreement and the TFS Supply Licence Agreement, (ii) a the letter of recommendation from the independent board committee comprising the independent non-executive Directors, the letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee independent board committee and the Independent independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the and a notice of the EGM will special general meeting, is expected to be dispatched despatched to the Shareholders on or before 6 December 201321 November 2014. DatePursuant to the Existing Licence Agreements entered into between KMB and the Group in August 2009, KMB granted exclusive licences to the Group to market, display and maintain advertisement at the external panels of the bodies of the KMB Buses and the interior panels and spaces inside the compartment of the KMB Buses respectively, both for a term which is to expire on 31 October 2014. The Board is pleased to announce that following KMB’s acceptance of the tender submitted by Bus Power, KMB and Bus Power entered into the Licence Agreement on 31 October 2014, the principal terms of which are summarised below: 15 November 2013 Parties: (1) TZCI31 October 2014

CONTINUING CONNECTED TRANSACTIONS. On 15 November 201314 April 2022 (after trading hours), the Company and TZCI JCG entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials 2022 CCT Agreement in relation to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the trading of Mineral and Metal Products between the Group and JCG Group. Subject to the fulfilment of the conditions precedent, the 2022 CCT Agreement shall commence from 1 June 2022 to 31 May 2025 (both days inclusive). As at the date of this announcement, through its wholly-owned subsidiaries, JCG indirectly owns 7,593,009,857 Shares, representing approximately 60.21% of the issued share capital of the Company. Accordingly, JCG is a connected person of the Company under Chapter 14A of the Listing Rules. As Rules and the aggregate annual transaction amount in respect Continuing Connected Transactions constitute continuing connected transactions of the TZCI Supply Company. Since one or more of the applicable percentage ratios of the Proposed Annual Caps as calculated in accordance with Rule 14.07 of the Listing Rules exceeds 5%, the 2022 CCT Agreement and the TFS Supply Agreement is expected to exceed 5% of transactions contemplated thereunder including the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be Proposed Annual Caps are therefore subject to the reporting, annual review, announcement and independent Shareholdersshareholders’ approval requirements under Chapter 14A of the Listing Rules. An The Board will seek the approval of the Independent Board Committee Shareholders to approve the 2022 CCT Agreement and the transactions contemplated thereunder including the Proposed Annual Caps. JCG and its associates will abstain from voting on the relevant resolution(s) to be passed at the EGM. The Company has established an independent board committee, comprising all the independent non-executive Directors, to advise the Independent Shareholders in relation to connection with the terms of the TZCI Supply 2022 CCT Agreement and Proposed Annual Caps. The Company has appointed ▇▇▇▇▇ as the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply 2022 CCT Agreement and the TFS Supply AgreementProposed Annual Caps. A circular of the EGM containing, among other things, (i) further details about of the TZCI Supply 2022 CCT Agreement and the TFS Supply Agreement, Proposed Annual Caps; (ii) the advice and recommendations from the Independent Board Committee in respect of the 2022 CCT Agreement and Proposed Annual Caps; (iii) a letter of advice from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders, (iii) Shareholders in respect of the recommendation from the Independent Board Committee to the Independent Shareholders, together with 2022 CCT Agreement and Proposed Annual Caps; and (iv) the a notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. Date: 15 November 2013 Parties: (1) TZCI29 April 2022.

CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013October 2021, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority Xiamen JV (an indirect non-wholly-owned by Messrs. ▇▇▇ ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇-▇▇▇▇▇, both being executive Directors, and their associates, each of TZCI and TFS are connected persons subsidiary of the Company for the purpose of the Listing Rules) as landlord entered into (i) the New Tenancy Agreement with Mingjia Lujiang Hotel as tenant for the lease of the New Leased Villas and Hotel Basement for a term of 10 years, and (ii) the Amendment Agreement to amend certain terms of the Existing Tenancy Agreement. Accordingly, Mingjia Lujiang Hotel is an indirect non-wholly-owned subsidiary of the TZCI Supply JV Partner (a substantial shareholder of Xiamen JV) and Xiamen JV’s entry into of the New Tenancy Agreement and the TFS Supply Amendment Agreement will constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As the aggregate annual transaction amount in respect duration of the TZCI Supply New Tenancy Agreement and the TFS Supply Existing Tenancy Agreement (as amended by the Amendment Agreement) exceed three years, pursuant to Rule 14A.52 of the Listing Rules, the Company has engaged Halcyon Capital as the independent financial adviser to explain why a longer period for the New Tenancy Agreement and the Existing Tenancy Agreement (as amended by the Amendment Agreement) is required and to confirm whether it is normal business practice for the New Tenancy Agreement and the Existing Tenancy Agreement (as amended by the Amendment Agreement) to be of such duration. As the aggregate maximum annual rental receivable under the Existing Tenancy Agreement (as amended by the Amendment Agreement) and the New Tenancy Agreement is not expected to exceed 5% of the applicable ratiospercentage ratios calculated under the Listing Rules, the TZCI Supply transaction contemplated under the Existing Tenancy Agreement (as amended by the Amendment Agreement) and the TFS Supply New Tenancy Agreement will be is only subject to the reporting, annual reviewreview and announcement requirements but exempt from the circular, announcement independent financial advice and independent Shareholdersshareholders’ approval requirements under Chapter 14A pursuant to Rule 14A.76(2) of the Listing Rules. An Independent Board Committee will be established INTRODUCTION On 15 October 2021, Xiamen JV (an indirect non-wholly-owned subsidiary of the Company for the purpose of the Listing Rules) as landlord entered into (i) the New Tenancy Agreement with Mingjia Lujiang Hotel as tenant for the lease of the New Leased Villas and Hotel Basement for a term of 10 years, and (ii) the Amendment Agreement to advise the Independent Shareholders in relation to the amend certain terms of the TZCI Supply Agreement and the TFS Supply Existing Tenancy Agreement. An independent financial adviser will be appointed to advise THE NEW TENANCY AGREEMENT A summary of the Independent Board Committee and the Independent Shareholders in relation to the principal terms of the TZCI Supply New Tenancy Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. is as follows: Date: 15 November 2013 Parties: (1) TZCIOctober 2021