Common use of EGM Clause in Contracts

EGM. An EGM will be convened for the Independent Shareholders to consider and, if appropriate, to approve the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps). An Independent Board Committee comprising the independent non-executive Directors will be formed to advise the Independent Shareholders in respect of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps). An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the same in accordance with the Listing Rules. CEC and its associates, including IRICO Group and its subsidiary, ▇▇▇ ▇▇▇ Electronics (HK) Limited, holding approximately 74.91% of the issued share capital of the Company as at the date of this announcement, will be required to abstain from voting on the resolutions approving the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) at the EGM. Save as mentioned above, to the Directors’ knowledge, information and belief, no other Shareholder has any material interest in the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and therefore will be required to abstain from voting to approve the relevant resolutions at the EGM. A circular of the Company containing, among other things: (i) details of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps); (ii) the opinion and recommendation of the Independent Board Committee on the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps); and (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders containing its opinion and recommendation on IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) will be issued by the Company and despatched to the Shareholders no later than 10 December 2021 in accordance with Rule 19A.39A of the Listing Rules, because additional time is required to prepare and finalise the information to be included in the circular.

EGM. An EGM will be convened to consider and approve: (i) (a) entering into the Supplementary Agreement to the Existing Mutual Provision of Services Agreement; and (b) revising the annual caps of relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the Independent Shareholders two financial years ending 31 December 2017; (ii) (a) entering into the Supplementary Agreement to consider and, if appropriate, to approve the IRICO Group Master Purchase Existing Products and Services Mutual Supply and Guarantee Agreement; and (b) revising the annual caps of relevant revenue transactions under the Existing Mutual Provision of Services Agreement and for the Zhongdian IRICO Master Purchase Agreement and two financial years ending31 December 2017. The notice for the transactions contemplated thereunder (including the respective proposed annual caps). An Independent Board Committee comprising the independent non-executive Directors EGM will be formed despatched to advise the Independent Shareholders in respect of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps)as soon as possible. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the same in accordance with the Listing Rules. CEC and its associates, including IRICO Group and its subsidiary, ▇▇▇ ▇▇▇ Electronics (HK) Limited, holding approximately 74.91% of the issued share capital of the Company as at the date of this announcement, will be required to abstain from voting on the resolutions approving the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) at To convene the EGM. Save as mentioned above, to the Directors’ knowledge, information and belief, no other Shareholder has any material interest in the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and therefore will be required to abstain from voting to approve the relevant resolutions at the EGM. A a circular of the Company containing, among other things, the following will be despatched to the Shareholders as soon as possible before 30 November 2015: (1) details relating to (i) details (a) the principal terms of the IRICO Group Master Purchase Supplementary Agreement to the Existing Mutual Provision of Services Agreement; and (b) the Zhongdian IRICO Master Purchase proposed revision of the annual caps of relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the two financial years ending 31 December 2017; (ii)(a) the principal terms of the Supplementary Agreement to the Existing Products and Services Mutual Supply and Guarantee Agreement; and (b) the proposed revision of the annual caps of relevant revenue transactions contemplated thereunder (including under the respective proposed annual caps)Existing Products and Services Mutual Supply and Guarantee Agreement for the two financial years ending 31 December 2017; (ii2) the opinion and a letter of recommendation of from the Independent Board Committee to the Independent Shareholders on (i) (a) the IRICO Group Master Purchase Supplementary Agreement to the Existing Mutual Provision of Services Agreement; and (b) the Zhongdian IRICO Master Purchase proposed revision of the annual caps of relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the two financial years ending 31 December 2017; (ii)(a) the Supplementary Agreement to the Existing Products and Services Mutual Supply and Guarantee Agreement; and (b) the proposed revision of the annual caps of relevant revenue transactions contemplated thereunder (including under the respective proposed annual caps)Existing Products and Services Mutual Supply and Guarantee Agreement for the two financial years ending31 December 2017; and (iii3) a letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Shareholders and the Independent Board Committee and on(i) (a) the Independent Shareholders containing its opinion and recommendation on IRICO Group Master Purchase Supplementary Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) will be issued by the Company and despatched to the Shareholders no later than 10 December 2021 in accordance with Rule 19A.39A Existing Mutual Provision of Services Agreement; and (b) the proposed revision of the Listing Rules, because additional time is required annual caps of relevant revenue transactions under the Existing Mutual Provision of Services Agreement for the two financial years ending 31 December 2017; (ii)(a) the Supplementary Agreement to prepare the Existing Products and finalise Services Mutual Supply and Guarantee Agreement; and (b) the information to be included in proposed revision of the circularannual caps of relevant revenue transactions under the Existing Products and Services Mutual Supply and Guarantee Agreement for the two financial years ending 31 December 2017.

EGM. An The EGM will be convened by the Company for the Independent Shareholders to consider purpose of considering and, if appropriatethought fit, approving the resolutions to approve be proposed in relation to the IRICO Acquisition, the proposed annual caps of the provision of products and services by COFCO Group Master Purchase Agreement to the Group under the 2024 Mutual Supply Agreement, and the Zhongdian IRICO Master Purchase Agreement and Proposed Deposit Cap of the transactions contemplated thereunder (including Deposit Services under the respective proposed annual caps)2024 Financial Services Agreement. An Independent Board Committee comprising Notice convening the independent non-executive Directors EGM will be formed despatched to advise the Independent Shareholders in respect of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and the transactions contemplated thereunder (including the respective proposed annual caps)as soon as practicable. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the same in accordance with the Listing Rules. CEC and its associates, including IRICO Group and its subsidiary, ▇▇▇ ▇▇▇ Electronics (HK) Limited, holding approximately 74.91% of the issued share capital of the Company as As at the date of this announcement, COFCO is interested in 1,846,681,782 ordinary Shares of the Company through Mainfield and COFCO (HK). COFCO and its associates will be required to abstain from voting on the resolutions approving in relation to the IRICO Acquisition, the proposed annual caps of the provision of products and services by COFCO Group Master Purchase Agreement to the Group under the 2024 Mutual Supply Agreement, and the Zhongdian IRICO Master Purchase Proposed Deposit Cap of the Deposit Services under the 2024 Financial Services Agreement and the transactions contemplated thereunder (including the respective proposed annual caps) to be considered at the EGMEGM as a result of having material interests therein. Save as mentioned above, to To the best of the Directors’ knowledge, information and beliefbelief having made all reasonable enquiries, save as disclosed in this announcement, no other Shareholder has any material interest in the transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement and therefore will be Shareholders are required to abstain from voting to approve the relevant resolutions at the EGM. A circular of the Company containing, among other things: (i) , details of the IRICO Acquisition, the proposed annual caps of the provision of products and services by COFCO Group Master Purchase Agreement to the Group under the 2024 Mutual Supply Agreement, and the Zhongdian IRICO Master Purchase Agreement and Proposed Deposit Cap of the transactions contemplated thereunder (including Deposit Services under the respective proposed annual caps); (ii) the opinion and recommendation of 2024 Financial Services Agreement; a letter from the Independent Board Committee on containing its opinions and recommendations in respect of the IRICO Acquisition, the proposed annual caps of the provision of products and services by COFCO Group Master Purchase Agreement to the Group under the 2024 Mutual Supply Agreement, and the Zhongdian IRICO Master Purchase Agreement and Proposed Deposit Cap of the transactions contemplated thereunder (including Deposit Services under the respective proposed annual caps)2024 Financial Services Agreement; and (iii) a letter of advice from the independent financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its opinion opinions in respect of the Acquisition, the proposed annual caps of the provision of products and recommendation on IRICO services by COFCO Group Master Purchase Agreement to the Group under the 2024 Mutual Supply Agreement, and the Zhongdian IRICO Master Purchase Agreement Proposed Deposit Cap of the Deposit Services under the 2024 Financial Services Agreement; such other information as required under the Listing Rules; and a notice of the transactions contemplated thereunder (including the respective proposed annual caps) will EGM, is expected to be issued by the Company and despatched to the Shareholders no later than 10 December 2021 in accordance with Rule 19A.39A of the Listing Rules, because on or before 25 November 2024 as additional time is required to prepare for the preparation and finalise finalisation of the information to be included in contents of the circular.