DIRECTORS’ CONFIRMATION Clause Samples

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Poultry Purchase Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. As none of the Directors has a material interest in the Poultry Purchase Framework Agreement, none of the Directors has abstained from voting on the Board meeting approving the aforesaid transactions.

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) consider that the Tenancy Framework Agreement was entered into in the ordinary and usual course of business of the Group and are on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the annual caps for the aggregate rental amount payable under the tenancy transactions from members of the Group pursuant to the Tenancy Framework Agreement are fair and reasonable. Any tenancy which was leased by our Group from, wholly or partly, ▇▇. ▇▇▇▇ or her associates was subject to approval by the Board, which has considered market information, and collect data such as prevailing market rental and other terms, and each relevant interested director abstained from voting on the relevant Board resolutions approving the terms of the tenancy agreement.

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the view that the terms of the Promotional Services Agreement (2024 Renewal) (including the annual cap thereunder) are fair and reasonable, and that the transactions contemplated under the above- mentioned agreement are in the ordinary and usual course of business of the Company, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. As at the date of this announcement, as each of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ holds various positions with Fosun International and/or its respective subsidiaries, each of them has abstained from voting on the Board resolutions approving the Promotional Services Agreement (2024 Renewal) (including the annual cap thereunder). Save for the above, to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, no other Director has a material interest in the Promotional Services Agreement (2024 Renewal), and no other Director has abstained from voting on the relevant Board resolution approving the Promotional Services Agreement (2024 Renewal) (including the annual cap thereunder).

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the view that the terms of each of the Consultancy Agreements, the New Framework Purchase Agreements and the Supplemental Leasing Agreement were determined through arm’s length negotiations amongst the parties thereto, are based on normal commercial terms, and that the entering into of the Consultancy Agreements, the New Framework Purchase Agreements and the Supplemental Leasing Agreement is in the ordinary and usual course of business of the Group, and together with the Revised Annual Cap and the Proposed Annual Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Since Jiangsu Redsun Household, Nanjing Hong Yang Life Commercial, Jiangsu Redsun Materials City, the Connected Family Suppliers and Nanjing Home Furnishing are associates of ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ was deemed to have material interests in, and has abstained from voting on, the resolutions passed by the Board to approve the Consultancy Agreements, the New Framework Purchase Agreements, the Supplemental Leasing Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in, or was required to abstain from voting on the resolutions passed by the Board to approve the Consultancy Agreements, the New Framework Purchase Agreements, the Supplemental Leasing Agreement, the Revised Annual Cap and the Proposed Annual Caps.

DIRECTORS’ CONFIRMATION. The Directors are of the opinion that, after taking into consideration the present credit facilities and net proceeds from the Convertible Loan Amount, the working capital available to the Group is sufficient to meet its present requirements.

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Pig Blood Products Supply Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. As none of the Directors has a material interest in the Pig Blood Products Supply Framework Agreement, none of the Directors has abstained from voting on the Board meeting approving the aforesaid transactions.

DIRECTORS’ CONFIRMATION. Our Directors (including independent non-executive Directors) are of the view that the non-exempt continuing connected transactions set out above have been and will be entered into in the ordinary and usual course of business on normal commercial terms or better which are fair and reasonable and in the interests of our Company and our Shareholders as a whole.

DIRECTORS’ CONFIRMATION. The Directors (including the independent non-executive Directors) are of the opinion that the continuing connected transactions under the Packaging Materials Purchase Framework Agreement will continue to be carried out in the ordinary and usual course of business of the Group, and on normal commercial terms which (including the annual caps) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. ▇▇. ▇▇▇ ▇▇▇▇, an executive Director of the Company, is the daughter of ▇▇. ▇▇▇, and she is therefore an associate of ▇▇. ▇▇▇ who has a material interest in the Packaging Materials Purchase Framework Agreement. Since ▇▇. ▇▇▇ ▇▇▇▇ has a material interest in the transactions contemplated under the Packaging Materials Purchase Framework Agreement, she has abstained from voting on the Board meeting approving such transactions. Save as disclosed above, none of the Directors has a material interest in the Packaging Materials Purchase Framework Agreement and has abstained from voting on the Board meeting approving the aforesaid transactions.

DIRECTORS’ CONFIRMATION. In light of the interests of Mr. ▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇ (the son of Mr. ▇▇ ▇▇▇▇▇▇) in the Service Providers as further explained in the section headed “Implications under the Listing Rules” below, each of Mr. ▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇ has abstained from voting on the resolutions of the Board in respect of the Supplemental Framework Agreements, the Huzhou Framework Decoration Service Agreement and the transactions contemplated thereunder pursuant to the articles of association of the Company and requirements under the Listing Rules. Save as disclosed above, none of the other Directors has a material interest in the Supplemental Framework Agreements, the Huzhou Framework Decoration Service Agreement and the transactions contemplated thereunder and hence no other Director has abstained from voting on the relevant resolutions of the Board. As at the date of this announcement, ShengQuan Property Service is owned as to 80.09% by Shengquan Holding which is wholly owned by Dexin Holding. Dexin Holding is owned as to 91.61% by Mr. ▇▇ ▇▇▇▇▇▇ (an executive Director and a controlling Shareholder) and 8.39% by ▇▇. ▇▇ ▇▇▇▇▇▇ (a non-executive Director and a controlling Shareholder), respectively. ShengQuan Property Service is therefore a connected person of the Company. Accordingly, the entering into of the Supplemental Property Management Service Agreement and the transactions contemplated thereunder (including the revision to the existing annual caps) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Zhejiang Geya Decoration and Huzhou Geya are respectively owned as to 91.43% and 90% by ▇▇. ▇▇ ▇▇▇▇▇▇, the brother of Mr. ▇▇ ▇▇▇▇▇▇. Zhejiang Geya Decoration and Huzhou Geya are therefore connected persons of the Group. Accordingly, the entering into of the Supplemental Decoration Service Agreement and the Huzhou Framework Decoration Service Agreement and the transactions contemplated thereunder (including the revision to the existing annual caps) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the revised annual caps for the transactions contemplated under the Supplemental Framework Agreements for the year ending December 31, 2019 and the annual cap for the transactions contemplated under the Huzhou Framework Decoration Service Agreement for the year ending December 3...