Common use of GEM LISTING RULES IMPLICATIONS Clause in Contracts

GEM LISTING RULES IMPLICATIONS. As the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the approval by the Shareholders under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, the Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder pursuant to Rule 19.44 of the Listing Rules. Therefore, no general meeting of the Company will be convened to approve the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a circular containing, among other things, (i) further details of the SPA, the Shareholder’s Agreement and the transaction contemplated thereunder; (ii) the accountants’ report of the Target Company; and (iii) the pro forma financial statements of the Group, to the Shareholders within 15 business days after the publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to prepare and finalise certain information to be included in the circular, the Company will apply for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019. The Company will make further announcement as and when appropriate.

GEM LISTING RULES IMPLICATIONS. As the relevant subscription of the Participating Shares by TGL will not affect the shareholding and voting interests of the Group in ZACD LV Development Fund as represented by the Management Shares, the Subscription is not a deemed disposal of the Group and accordingly, the Subscription does not itself constitute a notifiable transaction of the Company pursuant to Chapter 19 of the GEM Listing Rules. Further, the Group’s principal business activities are provision of investment management services, the raising of funds from TGL to invest in the Sub-Fund is a principal business step and under the ordinary and usual course of business of the Group so as to provide investment management services, derive investment management fees and sharing of profit with the investor as performance fees. • As one or more of the applicable percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 grant of the GEM Listing Rules Put Option exceed 25% but all of them are less than 100%, the Acquisition grant of the Put Option (the exercise of which is not at the discretion of the Group) constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement and the Shareholders’ approval by requirements. • The written Shareholders’ approval of the Shareholders under Chapter 19 grant of the Put Option and the transactions contemplated thereunder has been obtained from ZACD Investments, which holds 1,298,600,000 issued Shares of the Company representing 64.93% of the issued Shares of the Company as at the date of this announcement. Pursuant to Rule 19.44 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain written Shareholders’ approval from voting if the Company were to convene a general meeting for approving the SPA, the Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be ZACD Investments has been accepted in lieu of holding a general meeting for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder pursuant to Rule 19.44 grant of the Listing Rules. Therefore, no general meeting of the Company will be convened to approve the SPA, the Shareholder’s Agreement Put Option and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a • A circular containing, among other thingsmatters, (i) further details of the SPA, the Shareholder’s Agreement Subscription Agreements and the transaction contemplated thereunderside letters; (ii) the accountants’ report financial information of the Target CompanyGroup; and (iii) the pro forma financial statements of the Group, to the Shareholders within 15 business days after the publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to prepare and finalise certain other information to be included in the circular, the Company will apply for a waiver from strict compliance accordance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular will be despatched to the Shareholders on or before 15 May 201919 January 2023. The Company will make further Reference is made to the Company’s voluntary announcement as and when appropriatedated 17 December 2021 in relation to the establishment of a new fund for La Ville Project, ZACD LV Development Fund has been set up through ZACD Capital Partners VCC, an indirectly wholly-owned subsidiary of the Company, for the investment into the La Ville Project.

GEM LISTING RULES IMPLICATIONS. As one of the relevant applicable percentage ratios (as defined in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed Rules) in respect of the Acquisition exceeds 25% but all of them are less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval by the Shareholders requirements under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has any a material interest in the Acquisition and as such, no Shareholder is required to abstain from voting if on the Company were resolution to convene approve the Acquisition, should the Acquisition be put forward to the Shareholders for consideration and approval at a general meeting for of the Company. Ultra Success Industries Limited, the controlling Shareholder holding 750,000,000 Shares as at the date of this announcement, representing 75% of the total issued Shares, having the right to attend and vote at any general meeting of the Company, has given its written approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, the ShareholderThe written shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be approval by Ultra Success Industries Limited has been accepted in lieu of holding a general meeting and no general meeting of the Company is required to be convened for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder Acquisition pursuant to Rule 19.44 of the GEM Listing Rules. Therefore, no general meeting Pursuant to the Rule 19.41(a) of the Company will be convened to approve the SPAGEM Listing Rules, the Shareholder’s Agreement and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a circular containing, among other thingsinter alia, (i) further details of the SPA, the Shareholder’s Agreement and the transaction contemplated thereunder; (ii) the accountants’ report of the Target Company; and (iii) the pro forma financial statements of the Group, Acquisition is required to be despatched to all the Shareholders within 15 business days after the publication of the this announcement, which should be on or before 16 April 2019. As the Company requires additional time is required for compiling the Company to prepare and finalise certain information to be included in the circularcircular pursuant to the requirements of the GEM Listing Rules, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019Rules. The Company will make further publish an announcement in relation to the despatch of the circular as and when appropriate.

GEM LISTING RULES IMPLICATIONS. As the relevant percentage ratios in respect of the Acquisition calculated pursuant to Rule 19.07 of the GEM Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the approval by the Shareholders under Chapter 19 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SPA, the Shareholder’s Agreement and the Acquisition. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the SPA, the Shareholder’s Agreement and the Acquisition, the Company shall obtain Written Approval from a closely allied group of Shareholders, who together hold approximately 74.79% of the issued share capital of the Company carrying rights to vote at a general meeting. Accordingly, such written shareholders’ approval, if obtained, will be accepted in lieu of holding a general meeting for the approval of the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder pursuant to Rule 19.44 of the Listing Rules. Therefore, no general meeting of the Company will be convened to approve the SPA, the Shareholder’s Agreement and the transactions contemplated thereunder. The closely allied group of Shareholders includes Noble Gate and Shareholder Value Fund (together, the “Closely Allied Group”) As at the date of this announcement, (i) 194,662,700 Share were held by Noble Gate; and (ii) 128,400,800 Shares were held by Shareholder Value Fund. Noble Gate and Shareholder Value Fund are together regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers. The Company is required to despatch a circular containing, among other things, (i) further details of the SPA, the Shareholder’s Agreement and the transaction contemplated thereunder; (ii) the accountants’ report of the Target Company; and (iii) the pro forma financial statements of the Group, to the Shareholders within 15 business days after the publication of the announcement, which should be on or before 16 April 2019. As additional time is required for the Company to prepare and finalise certain information to be included in the circular, the Company will apply for a waiver from strict compliance with Rule 19.41(a) of the GEM Listing Rules for an extension of time to despatch the circular to the Shareholders on or before 15 May 2019. The Company will make further announcement as and when appropriate. Reference is made to (i) the announcement of the Company dated 11 October 2018 relating to the entering into of the memorandum of understanding for the possible acquisition of 51% of the issued share capital of a special purpose vehicle, which shall in turn hold the entire equity interest in the Target Company upon completion of the Restructuring; (ii) the announcement of the Company dated 4 December 2018 relating to the entering into the Previous Agreement (the “First Announcement”); (iii) the announcement of the Company dated 6 December 2018, 27 December 2018 and 7 January 2019 relating to the entering into the Previous Supplemental Agreements; (iv) the clarification announcement of the Company dated 16 January 2019; and (v) the announcement of the Company relating to the delay in despatch of circular dated 28 February 2019.