Common use of IMPLICATIONS OF THE LISTING RULES Clause in Contracts

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the applicable percentage ratios in respect of the transactions contemplated under the Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property, the entering of the Loan Agreement and the Pledge Agreement is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. THE SGM An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020.

IMPLICATIONS OF THE LISTING RULES. As at Pursuant to the date Listing Rules, if any listed issuer proposes to revise its annual caps for continuing connected transactions, such listed issuer has to re-comply with the provisions of this announcement, as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing RulesRules applicable to the relevant continuing connected transactions. AccordinglyAs the applicable percentage ratios for the Revised Caps are expected to be higher than 5% on an annual basis, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the applicable percentage ratios in respect of the transactions contemplated under the Loan New Master Supply Agreement (in respect of as amended by the commitment of the 1st Lender under the Loan Supplemental Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) Revised Caps are more than 5% and the Loans are secured on the Pledged Property, the entering of the Loan Agreement and the Pledge Agreement is subject to the reporting, announcement and Independent Shareholdersannouncement, shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. THE SGM An SGM A special general meeting of the Company will be convened and held for the Independent Shareholders to consider, and if thought fit, approve the TransactionsSupplemental Agreement and the Revised Caps by poll (the ‘‘SGM’’). The Independent Board Committee In view of the interests of COSCO SHIPPING and COSCO SHIPPING (Hong Kong) in the Company, comprising all COSCO SHIPPING, COSCO SHIPPING (Hong Kong) and their respective associates will abstain from voting in relation to the independent non-executive Directors, namely Xxresolution to approve the Supplemental Agreement and the Revised Caps. Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Ballas Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to advise the Independent Board Committee independent board committee of the Company and the Independent Shareholders in respect regarding the Supplemental Agreement and the Revised Caps. An independent board committee of the Transactions. A circular containingCompany has been appointed to advise the Independent Shareholders on, among other things, further particulars whether or not the Supplemental Agreement and the Revised Caps are in the interest of the TransactionsCompany and are fair and reasonable so far as the Independent Shareholders are concerned. If the Supplemental Agreement and the Revised Caps are not approved by the Independent Shareholders at the SGM, together the Supplemental Agreement shall automatically be terminated and of no further effect and the Revised Caps will not apply. In such circumstances, the New Master Supply Agreement and the original Caps thereof shall remain unaffected and shall continue to have full force and effect in accordance with the recommendations terms and conditions of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020New Master Supply Agreement.

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The 1st Lender Chinney Development is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A Xxx Xxxx and Chinney by virtue of the Listing Rulesfact that it is a company controlled by Xx. Xxxxx Sai-Wing Xxxx, Chairman and substantial shareholder of both Xxx Xxxx and Chinney. Accordingly, the transactions contemplated under the Loan Agreement Subscription constitutes a connected transaction for both Xxx Xxxx and the Pledge Agreement constitute connected transactions of the Company Chinney under Chapter 14A of the Listing Rules. As some the consideration exceeds HK$10 million, the Subscription is subject to the approval of the independent shareholders of Xxx Xxxx and Chinney at their respective general meetings. In accordance with the Listing Rules, the Subscription also constitutes a major transaction for both Xxx Xxxx and Chinney as the applicable percentage ratios exceed 25% but less than 100%. An independent board committee of Xxx Xxxx has been appointed and will advise the independent shareholders of Xxx Xxxx as to whether or not the terms of the Subscription are fair and reasonable and in the interests of Xxx Xxxx and its shareholders as a whole. An independent financial adviser will also be appointed to advise the independent board committee of Xxx Xxxx in respect of such terms. An independent board committee of Chinney has been appointed and will advise the independent shareholders of Chinney as to whether or not the terms of the Subscription are fair and reasonable and in the interests of Chinney and its shareholders as a whole. An independent financial adviser will also be appointed to advise the independent board committee of Chinney in respect of such terms. XXX XXXX EGM The Xxx Xxxx EGM will be convened as soon as practicable at which resolution will be proposed to approve the Subscription. Xx. Xxxxx Sai-Wing Xxxx (through his beneficial interest in Chinney) together with its associates (if any), currently holding 267,846,553 shares of Xxx Xxxx (representing approximately 55.77% of its issued share capital), will abstain from voting at the Xxx Xxxx EGM in respect of the transactions contemplated under resolution to be proposed to approve the Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged PropertySubscription, the entering of the Loan Agreement and the Pledge Agreement is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of as required by the Listing Rules. THE SGM An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars (i) details of the Transactions, together with the recommendations of the Independent Board Committee, Subscription; (ii) a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched independent financial adviser containing its advice to the Shareholders independent board committee of Xxx Xxxx and the independent shareholders of Xxx Xxxx; (iii) recommendation from the independent board committee of Xxx Xxxx; (iv) a valuation report on or before 16 September 2020.the Property; and

IMPLICATIONS OF THE LISTING RULES. As at the date of this announcement, as the Company’s ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The In this connection, the 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As some of the applicable percentage ratios in respect of the transactions contemplated under the Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged PropertyProperty which is an asset of the Group, the entering of the Loan Agreement and the Pledge Agreement by the Borrower is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has material interest in the transactions contemplated under the Loan Agreement and the Pledge Agreement and abstained from voting on the Board resolutions to approve the transactions contemplated under the Loan Agreement and the Pledge Agreement. THE SGM An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve approve, the TransactionsTransactions contemplated thereunder. The Independent Board Committee of the Company, comprising all the independent non-non- executive Directors, namely Xx. Xxx Gen Xxxxxx, Xx. Xxx Xxxxxxx, Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx and Mr. Xxx Xxxx, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020.