Common use of IMPLICATION UNDER THE LISTING RULES Clause in Contracts

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland is wholly owned by Xx. Xxx Xxxx X., the chairman and the controlling Shareholder of the Company, who together with his spouse holding approximately 72.32% of the entire issued shares of the Company through Onboard Technology Limited. Datatronics Romoland is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the New Master Supply Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the proposed Annual Caps contemplated under the New Master Supply Agreement will exceed 5%, the New Master Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order to ensure the transactions are conducted in accordance with the Company’s pricing mechanism, quotation can only be approved by Managing Director or General Manager. All sales transactions of the Group with Datatronics Romoland would be reported to the management of the Company and the Group on a monthly basis. To ensure the transactions are in the interests of the Group and its shareholders, monthly reviews of sales transactions and gross margin will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report to the management of the Company and the Group on a monthly basis to ensure that the pricing policy, terms of the Continuing Connected Transactions and the Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base in other parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policy.

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland is wholly owned by Xx. Xxx Xxxx X., the chairman and the controlling Shareholder of the Company, who together with his spouse holding approximately 72.32% of the entire issued shares of the Company through Onboard Technology Limited. Datatronics Romoland is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the New Master Supply Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios (as defined in the Listing Rules) in respect of (i) the Acquisition are more than 25% but less than 75%; and (ii) the Disposal are more than 5% but less than 25%, each of the Acquisition and the Disposal on a stand-alone basis constitutes a major transaction and a discloseable transaction for the Company, respectively under the Listing Rules. In addition, as Harbour Centre is the ultimate beneficial owner of Nanjing Julong, which in turn is a substantial shareholder of Hangzhou Project Company, a non-wholly owned subsidiary of the Company, Harbour Centre is therefore a connected person of the Company for the purpose of the Listing Rules and both the Acquisition and the Disposal constitute connected transactions for the Company under the Listing Rules. Accordingly, pursuant to Rule 14.07 14.24 of the Listing Rules) for the proposed Annual Caps contemplated under the New Master Supply Agreement will exceed 5%, the New Master Supply Agreement Acquisition and the transactions contemplated thereunder Disposal are subject to the requirements of reporting, announcement and Independent independent shareholders’ approval under Chapters 14 and 14A of the Listing Rules. On the basis that (i) Harbour Centre is not interested in any Shares and no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition and the Disposal; and (ii) Delta House Limited, Wisearn Limited and Profitwise Limited, being a closely allied group of Shareholders, which hold 492,124,000 Shares, 68,859,000 Shares and 384,490,500 Shares, respectively, representing an aggregate of approximately 61.5% of the issued share capital of the Company as at the date of this announcement, have approved the Acquisition and the Disposal in writing in accordance with Rule 14A.43 of the Listing Rules, the Company has applied to the Stock Exchange pursuant to Rule 14A.43 of the Listing Rules for a waiver from strict compliance with the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order The written approvals by Delta House Limited, Wisearn Limited and Profitwise Limited have also been accepted in lieu of holding a general meeting to ensure approve the transactions are conducted in accordance with Acquisition and the Company’s pricing mechanism, quotation can only be approved by Managing Director or General Manager. All sales transactions Disposal pursuant to Rule 14.44 of the Group with Datatronics Romoland would Listing Rules. An Independent Board Committee will be reported formed to advise the Shareholders on the Acquisition and the Disposal and an independent financial adviser will be appointed to advise the Independent Board Committee and the Shareholders in relation to the management Acquisition and the Disposal. A circular containing, among other things, further particulars of the Company Acquisition, the Disposal, the recommendations of the Independent Board Committee, a letter of advice from an independent financial adviser to the Independent Board Committee and the Group on a monthly basis. To ensure the transactions are in the interests of the Group and its shareholders, monthly reviews of sales transactions and gross margin Shareholders will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report despatched to the management of the Company and the Group on a monthly basis to ensure that the pricing policy, terms of the Continuing Connected Transactions and the Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base in other parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policyShareholders as soon as practicable.

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland Henan Yanchang is wholly a non wholly-owned by Xx. Xxx Xxxx X.subsidiary of the Company and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 6,496,729,547 Shares representing approximately 53.49% of the chairman and the controlling Shareholder existing issued share capital of the Company, who together with his spouse holding approximately 72.32% of the entire issued shares of the Company through Onboard Technology Limited. Datatronics Romoland is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company as defined under Chapter 14A of the Listing Rules. Accordingly, Rules and hence the transactions contemplated under the New Master Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since As the applicable percentage ratios (as defined in Rule 14.07 respect of the Listing Rules) for amount of the proposed Annual Caps contemplated under the New Master Supply Agreement will Continuing Connected Transactions exceed 5%% and the consideration exceeds HK$10,000,000 on an annual basis, the New Master Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order to ensure the transactions are conducted in accordance with the Company’s pricing mechanism, quotation can only be approved by Managing Director or General Manager. All sales transactions of the Group with Datatronics Romoland would be reported to the management of the Company and the Group on a monthly basis. To ensure the transactions are in the interests of the Yanchang Petroleum Group and its shareholders, monthly reviews associates shall abstain from voting in favour of sales the New Supply Agreement and the transactions and gross margin will be conducted matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to ensure that the terms best knowledge, information and belief of the transactions are Directors, no less favourable than those available to other independent third-party customers. Analysis Shareholders or any of sales by customers and by region and end application markets analysis would be made quarterly to enable their respective associates have a material interest in the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report to the management of the Company New Supply Agreement and the Group on a monthly basis transactions and matters contemplated thereunder, and accordingly are required to ensure that abstain from voting at the pricing policySGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, terms of among other things, the Continuing Connected Transactions New Supply Agreement and the Annual Caps would be complied withtransactions and matters contemplated thereunder and on how to vote. In addition, Astrum Capital Management Limited has been appointed as the Group will continually explore and diversify its market base in other parts of Independent Financial Adviser to advise the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee Independent Board Committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted Independent Shareholders in accordance with the Group’s pricing policythese regards.

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland at the date of this announcement, Yanchang Petroleum HK is wholly owned by Xx. Xxx Xxxx X.the Controlling Shareholder holding 12,686,203,231 Shares, representing approximately 69.19% of the chairman and the controlling Shareholder existing issued share capital of the Company. As such, who together with his spouse holding approximately 72.32% of the entire issued shares Yanchang Petroleum HK is a connected person of the Company through Onboard Technology Limited. Datatronics Romoland is an associate of Xx. Xxx Xxxx X. as defined under the Listing Rules and hence a the transactions contemplated under the Loan Agreement will constitute connected person transaction of the Company under Chapter 14A of the Listing Rules. Accordingly, As the transactions contemplated under the New Master Supply Agreement constitute continuing connected transactions highest of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios (as defined in Rule 14.07 respect of the Listing Rules) for amount of the proposed Annual Caps contemplated under Loan exceeds 5% and the New Master Supply Agreement will exceed 5%Loan exceeds HK$10,000,000, the New Master Supply Loan Agreement and the transactions contemplated thereunder are is subject to the reporting, announcement announcement, annual review and the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order to ensure As Yanchang Petroleum HK is the transactions are conducted in accordance with the Company’s pricing mechanismControlling Shareholder, quotation can only be approved and directly and wholly owned by Managing Director or General Manager. All sales transactions of the Group with Datatronics Romoland would be reported to the management of the Company and the Group on a monthly basis. To ensure the transactions are in the interests of the Yanchang Petroleum Group, Yanchang Petroleum Group and its shareholders, monthly reviews associates shall abstain from voting in favour of sales the Loan Agreement and the transactions and gross margin matters contemplated thereunder at the SGM. Save for Yanchang Petroleum Group, to the best knowledge, information and belief of the Directors, no other Shareholders or any of their respective associates have a material interest in the Loan Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the SGM. An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to, among other things, the Loan Agreement and on how to vote. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this connection. A circular containing, amongst other things, (i) details of the Loan Agreement; (ii) the recommendation of the Independent Board Committee; (iii) the letter from the Independent Financial Adviser; and (iv) a notice of the SGM will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report despatched to the management of the Company and the Group Shareholders as soon as practicable, which is expected to be on a monthly basis to ensure that the pricing policy, terms of the Continuing Connected Transactions and the Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base in other parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policyor before 11 August 2021.

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland Xxxxx Xxxxxxxx is wholly a non-wholly-owned by Xx. Xxx Xxxx X., the chairman and the controlling Shareholder subsidiary of the Company, who together with his spouse while as at the date of this announcement (i) China Petroleum Yanchang is held by Yanchang Petroleum Group being directly holding 41.0% of its interest; and (ii) Xxxxxxxx Xxxxx Xxxxx is held by Yanchang Petroleum Group being indirectly holding 46.0% of its interest, therefore, the Sales Connected Parties are the associates of Yanchang Petroleum Group and Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 634,310,161 Shares as at the date of this announcement representing approximately 72.3257.66% of the entire existing issued shares share capital of the Company through Onboard Technology Limited. Datatronics Romoland Company, is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company as defined under Chapter 14A of the Listing Rules. Accordingly, Rules and hence the transactions contemplated under the New Master Supplemental Supply Agreement and the Sales Agreements, respectively, will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since As the applicable percentage ratios (as defined in Rule 14.07 respect of the Listing Rules) for the proposed Revised Supply Annual Caps contemplated under and the New Master Supply Agreement will Proposed Sales Annual Caps exceed 5%% and the consideration exceeds HK$10,000,000 on an annual basis, respectively, the New Master Supplemental Supply Agreement Agreement, the Sales Agreements and the transactions contemplated thereunder thereunder, respectively, are subject to the reporting, announcement announcement, annual review and the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order to ensure Yanchang Petroleum Group and its associates shall abstain from voting in favour of the Supplemental Supply Agreement, the Sales Agreements and the transactions are conducted in accordance with and matters contemplated thereunder, respectively, at the Company’s pricing mechanismSGM. Save for Yanchang Petroleum Group, quotation can only be approved by Managing Director or General Manager. All sales transactions to the best knowledge, information and belief of the Group with Datatronics Romoland would be reported Directors, no other Shareholders or any of their respective associates have a material interest in the Supplemental Supply Agreement, the Sales Agreements, and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the management SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether (i) the terms of the Supplemental Supply Agreement (including the Revised Supply Annual Caps); and (ii) the terms of the Sale Agreements (including the Proposed Sales Annual Caps), are fair and reasonable and in the interests of the Company and the Group on Shareholders as a monthly basiswhole. To ensure Astrum Capital Management Limited has been appointed as the transactions are in Independent Financial Adviser to advise the interests of the Group and its shareholders, monthly reviews of sales transactions and gross margin will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report to the management of the Company Independent Board Committee and the Group on a monthly basis to ensure that the pricing policy, terms of the Continuing Connected Transactions and the Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base Independent Shareholders in other parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policythis regard.

IMPLICATION UNDER THE LISTING RULES. As Datatronics Romoland Henan Yanchang is a non-wholly owned by Xx. Xxx Xxxx X., the chairman and the controlling Shareholder subsidiary of the Company, who together with his spouse while Yanchang Petroleum Group, being a substantial Shareholder beneficially holding 12,686,203,231 Shares as at the date of this announcement representing approximately 72.3269.19% of the entire existing issued shares share capital of the Company through Onboard Technology Limited. Datatronics Romoland Company, is an associate of Xx. Xxx Xxxx X. and hence a connected person of the Company as defined under Chapter 14A of the Listing Rules. Accordingly, Rules and hence the transactions contemplated under the New Master Supply Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since As the applicable percentage ratios (as defined in Rule 14.07 respect of the Listing Rules) for the proposed Proposed Annual Caps contemplated under the New Master Supply Agreement will exceed 5%% and the consideration exceeds HK$10,000,000 on an annual basis, the New Master Supply Agreement and the transactions contemplated thereunder are subject to the reporting, announcement announcement, annual review and the Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. INTERNAL CONTROL MEASURES In order to ensure Yanchang Petroleum Group and its associates shall abstain from voting in favour of the New Supply Agreement and the transactions are conducted in accordance with and matters contemplated thereunder at the Company’s pricing mechanismSGM. Save for Yanchang Petroleum Group, quotation can only be approved by Managing Director or General Manager. All sales transactions to the best knowledge, information and belief of the Group with Datatronics Romoland would be reported Directors, no other Shareholders or any of their respective associates have a material interest in the New Supply Agreement and the transactions and matters contemplated thereunder, and accordingly are required to abstain from voting at the management SGM. Independent Board Committee An Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether the terms and the Proposed Annual Caps for the three years ending 31 December 2025 under the New Supply Agreement are fair and reasonable and in the interests of the Company and the Group on Shareholders as a monthly basiswhole. To ensure Astrum Capital Management Limited has been appointed as the transactions are in Independent Financial Adviser to advise the interests of the Group and its shareholders, monthly reviews of sales transactions and gross margin will be conducted to ensure that the terms of the transactions are no less favourable than those available to other independent third-party customers. Analysis of sales by customers and by region and end application markets analysis would be made quarterly to enable the management to closely monitor and ensure that the Continuing Connected Transactions would comply with all requirements. The sales administration team of the Group would closely monitor the sales under the Continuing Connected Transactions and report to the management of the Company Independent Board Committee and the Group on a monthly basis to ensure that the pricing policy, terms of the Continuing Connected Transactions and the Annual Caps would be complied with. In addition, the Group will continually explore and diversify its market base Independent Shareholders in other parts of the global market with the aim to minimize the Group’s reliance on Datatronics Romoland. Internal audit of the Continuing Connected Transactions review by the audit committee and the external auditor would be carried out to scrutinize the Continuing Connected Transactions to ensure that the Continuing Connected Transactions do not exceed the respective Annual Caps and to prevent over-reliance by the Group on the Continuing Connected Transactions. Auditors of the Group would review annually to confirm the transaction is conducted in accordance with the Group’s pricing policythis regards.