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. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, 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. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI

CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, JCC is a substantial shareholder holding approximately 40.41% of the total issued share capital of the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for therefore JCC is a term connected person 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. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, 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 The entering into of the TZCI Supply Agreement and Continuing Connected Transactions Subject to Approval contemplated under the TFS Supply Agreement is expected to exceed 5% Agreements shall constitute continuing connected transactions of the applicable ratios, the TZCI Supply Agreement Company and the TFS Supply Agreement will therefore be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee The Directors (excluding the independent non-executive Directors whose views will be established based on the opinion of the independent financial adviser) are of the view that the continuing connected transactions contemplated under the 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 contemplated under the Agreement 2 will exceed 5% under any of the Percentage Ratios, therefore they are subject to advise the reporting, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. 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 rules under Chapter 14A of the Listing Rules. The transactions contemplated under the Agreement 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 Agreements and the transactions contemplated thereunder and the Proposed Caps for the Agreements (as set out below), in relation which JCC and its associates will abstain from voting. If all the conditions for the Agreements set out above are not fulfilled by 31 December 2014, the Agreements will lapse and all the obligations and liabilities of the parties to the terms Agreements will cease and terminate except any antecedent breach. As disclosed above, the Company proposed to set the Proposed Caps for the transactions under the Agreements as follows: Proposed Caps for the year ending 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 TZCI Supply Agreement and transactions to be received or payable by 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 relevant parties under each of the TZCI Supply Agreement and Agreements will not be netting off. Before the TFS Supply Agreement. A circular containingEGM is being held, among other things, (i) further details about the TZCI Supply Agreement and relevant parties will continue to enter into the TFS Supply Agreement, (ii) a letter of advice from transactions under the Independent Financial Adviser to 2011 & 2012 Agreements under the Independent Board Committee and previous caps granted by 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. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI.

CONTINUING CONNECTED TRANSACTIONS. On 15 THE MASTER AGREEMENT As the Existing Master Agreement entered into between the Company and Xxxxx would expire on 31 December 2018, the Board is pleased to announce that on 14 November 20132018, the Company and TZCI entered into the TZCI Supply AgreementMaster Agreement with Xxxxx, pursuant to which TZCI Group will supply the TZCI Materials Xxxxx, for itself and also as agent of its wholly-owned subsidiaries and Controlling companies, agrees to engage the Group to provide the Company Services for a term of three financial years ending 36 months from 1 January 2019 to 31 December 2016. On15 November 20132021 (both days inclusive), and the Company and TFS entered into also agrees to engage Xxxxx to provide the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group Xxxxx Services for a term of three financial years ending 36 months from 1 January 2019 to 31 December 20162021 (both days inclusive). LISTING RULES IMPLICATIONS As both TZCI at the date of this announcement, Xxxxx wholly owns Xxxxx HK, which is a substantial shareholder and TFS are majority owned by Messrs. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, both being executive Directors, and their associates, each of TZCI and TFS are a connected persons person of the Company for the purpose holding 641,566,556 Shares, representing approximately 39.26% of the Listing Rulesissued share capital of the Company. Therefore, Xxxxx is deemed as a substantial shareholder and connected person of the Company. Accordingly, the TZCI Supply Agreement transactions, namely (i) provision of Company Services by the Company; and (ii) obtaining of Xxxxx Services from Xxxxx contemplated under the TFS Supply Master Agreement will constitute continuing connected transactions for of the Company under Rule 14A.31 of the Listing Rules. As the aggregate annual transaction applicable percentage ratio exceeds 5% and the transactions amount in respect under the Master Agreement exceeds HK$10,000,000, the CCT and the Xxxxx CCT constitute non-exempt continuing connected transactions of the TZCI Supply Agreement Company 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 are subject to the reporting, annual review, announcement and independent Independent Shareholders’ approval requirements under pursuant to Chapter 14A of the Listing Rules. Xxxxx HK and its associate(s) are required to abstain from voting on the resolution(s) in respect of the CCT and the Xxxxx CCT at the EGM. An Independent Board Committee (comprising of all the independent non-executive Directors) will be established formed to advise the Independent Shareholders in relation as to the terms fairness and reasonableness of the TZCI Supply Agreement CCT and the TFS Supply AgreementXxxxx CCT. An independent financial adviser Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation this regard. An EGM will be convened and held to consider and, if thought fit, to approve the terms of CCT and Xxxxx CCT contemplated by the TZCI Supply Agreement Master Agreement, Xxxxx Annual Caps and the TFS Supply AgreementAnnual Caps. A circular containing, among other things, (i) further details about of the TZCI Supply Agreement CCT and the TFS Supply Agreement, Xxxxx CCT; (ii) a letter the recommendation from the Independent Board Committee to the Independent Shareholders in respect of advice the CCT and Xxxxx CCT; (iii) the recommendation from the Independent Financial Adviser 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 CCT and Xxxxx CCT; (iv) the a notice of the EGM will EGM; and (v) other information as required by the Listing Rules is expected to be dispatched despatched to the Shareholders on or before 6 about 14 December 2013. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI2018 as additional time is required for the preparation of the relevant information for inclusion in the circular.

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. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, 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. * For identification purposes only THE NEW BUS EXTERIOR & INTERIOR ADVERTISING LICENCE AGREEMENT Pursuant 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 TZCI Supply 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 Dateon 31 October 2014, the principal terms of which are summarised below: 15 November 2013 Parties: (1) TZCIDate 31 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. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, 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 Xxxxx 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. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI29 April 2022.