Common use of EGM Clause in Contracts

EGM. The EGM will be convened and held by the Company to consider and, if thought fit, approve the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Master Agreement and the transactions contemplated thereunder including the Annual Caps and to advise the Independent Shareholders on how to vote. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with regard to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) details of the Master Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee in respect of the Master Agreement and the Annual Caps; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement and the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’).

EGM. The EGM will be convened and held by the Company to consider and, if thought fit, approve the Master Agreement Proposed New 2023 Annual Cap and the transactions contemplated thereunder Supplemental Agreement (including and the proposed annual caps for Year 2024 and Year 2025). The voting at the EGM will be taken by poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be required to abstain from voting at the EGM, no other Shareholders have a material interest and will be required to abstain from voting at the EGM in respect of the resolutions in relation to the Proposed New 2023 Annual CapsCap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The Independent Board Committee (comprising all of the independent non-executive Directors Directors) has been established to advise and provide recommendation to the Independent Shareholders on the Master Agreement and the transactions contemplated thereunder including the Annual Caps and formed to advise the Independent Shareholders on how the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to votethe voting actions therefor. The Independent Financial Adviser Euto Capital Partners has been appointed as the independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders with regard on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps)voting actions therefor. A circular containing, among others, (i) details of the revision of the Existing 2023 Annual Cap for the Lesso Master Supply Agreement and the Annual CapsSupplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025); (ii) recommendations a letter from the Independent Board Committee in respect of the Master Agreement and the Annual CapsCommittee; (iii) the advice a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement and the Annual CapsAdviser; (iv) a notice convening of the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders as soon as practicable on or before 17 November 2023, which is within 15 business days after the publication of the this announcement. INTRODUCTION Reference is made to DEFINITIONS Unless otherwise specified, the Prospectus and the Offer Document. Capitalized following terms used herein, unless otherwise stated, shall have the same following meanings with those defined in this announcement: ‘‘2022 Announcement’’ the Prospectus. As disclosed announcement of the Company dated 30 December 2022 in connection with, among others, the Prospectus, Xiezhong Nanjing 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and BAIC had on 10 May 2012 entered into the Previous Master Agreement between Guangdong Xingfa and China Lesso in relation to the supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the aluminium profiles and/or panels from Guangdong Xingfa Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on China Lesso Group for a term of one year from 1 January 2023 to 31 December 2014. The 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has granted (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a waiver mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the strict compliance Cayman Islands with limited liability, the requirements shares of announcement and independent shareholders’ approval which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under Chapter 14A of the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuous continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises ▇▇. ▇▇▇▇ ▇▇, ▇▇. ▇▇ ▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Previous Master Agreement. Details Securities and Futures Ordinance (Chapter 571 of the waiver are set out Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the Prospectus. Xiezhong Nanjing 2023 Lesso Master Supply Agreement and BAIC had the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on 12 June 2015 the Stock ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into a new between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’)Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per cent.

EGM. The EGM Company will convene an EGM, at which resolutions will be convened proposed for the approval of (i) the grant of Share Options to each of ▇▇. ▇▇▇▇ and held by Mr. ▇▇▇ ▇▇▇▇▇▇; and (ii) the Company to consider and, if thought fit, approve the New Master Purchase Agreement and the transactions contemplated thereunder Annual Caps. Pursuant to the requirements under the Listing Rules, ▇▇▇▇ and its associates (including who together hold 166,696,754 Shares, representing approximately 16% of the issued share capital of the Company as at the date of this announcement) are required to abstain from voting for the relevant resolution(s) to approve the New Master Purchase Agreement and the Annual Caps). The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the New Master Purchase Agreement and the Annual Caps, and to advise the Independent Shareholders as to how they should vote in respect of the transactions contemplated under the New Master Purchase Agreement at the EGM. The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders as to whether the New Master Purchase Agreement is on normal commercial terms, the Master Agreement terms of which are fair and reasonable insofar as the transactions contemplated thereunder including the Annual Caps Independent Shareholders are concerned, and to advise the Independent Shareholders on as to how to vote. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with regard to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) details of the Master Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee they should vote in respect of the transactions contemplated under the New Master Purchase Agreement and at the Annual Caps; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect EGM, after taking into account of the Master Agreement and recommendations of the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules is expected independent financial adviser to be despatched appointed by the Company. The Company will send a circular to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement setting out (i) further information in relation to supply the grant of air-conditioning systems Share Options to each of ▇▇. ▇▇▇▇ and assembly parts Mr. ▇▇▇ ▇▇▇▇▇▇ and the New Master Purchase Agreement as required under the Listing Rules; (ii) the letter of automobile air-conditioning systems by advice from the Group independent financial adviser to the Purchasers. The Previous Board and the Independent Shareholders regarding the New Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted Purchase Agreement; and (iii) the Company a waiver from notice convening the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’)EGM.

EGM. The EGM Company will convene an EGM, at which resolutions will be convened proposed for the approval of (i) the grant of Share Options to each of ▇▇. ▇▇▇▇ and held by Mr. ▇▇▇ ▇▇▇▇▇▇; and (ii) the Company to consider and, if thought fit, approve the New Master Purchase Agreement and the transactions contemplated thereunder (including Annual Caps. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to the fairness and reasonableness of the New Master Purchase Agreement and the Annual Caps), and to advise the Independent Shareholders as to how they should vote in respect of the transactions contemplated under the New Master Purchase Agreement at the EGM. The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders as to whether the New Master Purchase Agreement is on normal commercial terms, the Master Agreement terms of which are fair and reasonable insofar as the transactions contemplated thereunder including the Annual Caps Independent Shareholders are concerned, and to advise the Independent Shareholders on as to how to vote. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with regard to the Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) details of the Master Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee they should vote in respect of the transactions contemplated under the New Master Purchase Agreement and at the Annual Caps; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect EGM, after taking into account of the Master Agreement and recommendations of the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules is expected independent financial adviser to be despatched appointed by the Company. The Company will send a circular to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement setting out (i) further information in relation to supply the grant of air-conditioning systems Share Options to each of ▇▇. ▇▇▇▇ and assembly parts Mr. ▇▇▇ ▇▇▇▇▇▇ and the New Master Purchase Agreement as required under the Listing Rules; (ii) the letter of automobile air-conditioning systems by advice from the Group independent financial adviser to the Purchasers. The Previous Board and the Independent Shareholders regarding the New Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted Purchase Agreement; and (iii) the Company a waiver from notice convening the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’)EGM.

EGM. The Company intends to submit the relevant resolution to the EGM to seek Independent Shareholders’ approval on the proposed annual cap for the six months ending 31 March 2025, the year ending 31 March 2026 and 2027, respectively under the Project Management Services Agreement. As ▇▇. ▇▇▇▇ is the sole shareholder of the Service Receiver, an executive Director and a deemed substantial shareholder of the Company, and also the sister of Mr. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, being an executive Director, both ▇▇. ▇▇▇▇, Mr. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, and their associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be convened and held by required to abstain from voting in respect of the Company to consider and, if thought fit, approve the Master Agreement and the transactions contemplated thereunder (including the Annual Caps)relevant resolution. The An Independent Board Committee Committee, comprising of all of the independent non-executive Directors has been Directors, will be established to advise and provide recommendation to the Independent Shareholders on the Master Agreement and the transactions contemplated thereunder including the Annual Caps and to advise the Independent Shareholders on how in relation to votethe Project Management Services Agreement. The Independent Financial Adviser Company has been appointed Capital 9 Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with regard to regarding the Master Agreement and the transactions contemplated thereunder (including the Annual Caps)same matters. A circular containing, among others, (i) details of the Master Agreement and the Annual CapsProject Management Services Agreement; (ii) recommendations the letter from the Independent Board Committee in respect of to the Master Agreement and the Annual CapsIndependent Shareholders; (iii) the letter of advice from the Independent Financial Adviser Capital 9 Limited to the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement Shareholders; and the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules EGM is expected to be despatched to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined on or before 25 October 2024 in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements GEM Listing Rules. GEM LISTING RULES IMPLICATIONS As at the date of announcement this announcement, the Service Receiver is wholly owned by ▇▇. ▇▇▇▇, an executive Director and independent shareholders’ approval a deemed substantial shareholder of the Company. As such, the Service Receiver is a connected person of the Company, and the entering into of the Project Management Services Agreement and the transactions contemplated thereunder constitute a continuing connected transactions under Chapter 14A 20 of the GEM Listing Rules. As the highest applicable percentage ratio as set out in Rule 19.07 of the GEM Listing Rules in respect of the continuous connected transactions and proposed annual cap of the Project Management Services Agreement exceeds 25% and the annual caps are over HK$10,000,000, the transaction contemplated under the Previous Master Agreement. Details Project Management Services Agreement are subject to the applicable reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 20 of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’)Listing Rules.

EGM. The Company will convene the EGM at which resolutions will be convened proposed to ratify the Previous Sales Transactions and held by the Company to consider and, if thought fit, approve the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps). In accordance with the Listing Rules, the votes at the EGM shall be taken by poll. Since COFCO Hong Kong is an associate of COFCO Feed under the Listing Rules, COFCO Hong Kong is treated to have a material interest in the Previous Sales Transactions and the Sales Transactions as contemplated under the Master Sales Agreement. Accordingly, COFCO Hong Kong and its associates are required to abstain from voting for the resolutions to be proposed at the EGM to ratify the Previous Sales Transactions and to approve the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps). To the best of the Directors’ knowledge, information and belief, as of the date of this announcement, save for COFCO Hong Kong and its associates, no other Shareholders are required to abstain from voting in respect of any of the resolutions to be proposed at the EGM. The Independent Board Committee comprising all of the independent non-executive Directors has been established formed to advise and provide recommendation to the Independent Shareholders on the terms of the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps Caps) and to advise the Independent Shareholders on how to vote. The Independent Financial Adviser an independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders with regard to on the terms of the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps). A circular containing, among othersamongst other things, (i) details of information on the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps; (ii) recommendations from the Independent Board Committee in respect of the Master Agreement ), and the Annual Caps; (iii) the advice letters from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of independent financial adviser containing their respective opinions on the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps; (iv) a ), and the notice convening of the EGM; and (v) other information required under the Listing Rules EGM is expected to be despatched to the Shareholders as soon as practicable within 15 business days after the publication of the announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 no later than 1 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’)2011.

EGM. The EGM will be convened at which resolution will be proposed to Independent Shareholders for approving the New Master Supply Agreement and held by the Company to consider andtransactions contemplated thereunder. At such meeting, if thought fit, approve voting on resolutions in respect of the New Master Supply Agreement and the transactions contemplated thereunder (including the Annual Caps)will be taken by way of poll. The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the New Master Supply Agreement and the transactions contemplated thereunder (including the Annual Caps Caps) and to advise the Independent Shareholders on how to vote. The Independent Financial Adviser has been appointed to advise To the Independent Board Committee best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as ▇▇. ▇▇▇ ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, each an executive Director and a substantial Shareholder, are the Independent Shareholders with regard to shareholders of Xingfa Curtain Wall who have material interest in the New Master Supply Agreement and the transactions contemplated thereunder (including thereunder, they and their associates will be required to abstain from voting at the Annual Caps)EGM on the relevant resolution to be put forward to vote at the EGM in relation to approving the New Master Supply Agreement and the transactions contemplated thereunder. Save as disclosed above, the Directors were not aware of any other Director who had material interests in New Master Supply Agreement and the transactions contemplated thereunder. A circular containing, among others, (i) details of the New Master Supply Agreement and the Annual Caps; (ii) recommendations from the Independent Board Committee in respect of the New Master Supply Agreement and the Annual Caps; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the New Master Supply Agreement and the Annual Caps; (iv) a notice convening the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders as soon as practicable within 15 business days after the publication date of the this announcement. INTRODUCTION Reference is made to the Prospectus and the Offer Document. Capitalized terms used herein, unless otherwise stated, shall have the same meanings with those defined in the Prospectus. As disclosed in the Prospectus, Xiezhong Nanjing and BAIC had on 10 May 2012 entered into the Previous Master Agreement in relation to supply of air-conditioning systems and assembly parts of automobile air-conditioning systems by the Group to the Purchasers. The Previous Master Agreement expired in accordance with its terms on 31 December 2014. The Stock Exchange has granted the Company a waiver from the strict compliance with the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules in respect of the continuous connected transactions and proposed annual caps under the Previous Master Agreement. Details of the waiver are set out in the Prospectus. Xiezhong Nanjing and BAIC had on 12 June 2015 entered into a new Master Agreement to govern the supply of Air-conditioning Systems by the Group to the Purchasers after the expiry of the Previous Master Agreement. PRINCIPAL TERM OF THE MASTER AGREEMENT Parties : Xiezhong Nanjing and BAIC. Principal terms : Xiezhong Nanjing and BAIC had on 12 June 2015 entered into the Master Agreement, pursuant to which the Group agreed to supply Air-conditioning Systems to BAIC and its subsidiaries and/or their respective associates (the ‘‘Purchasers’’).