Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) Finance Company is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69% of the issued share capital of the Company and is the controlling shareholder of the Company. China CRSC Group and its associates constitute connected persons of the Group pursuant to Chapter 14A of the Listing Rules. Therefore, the continuing transactions under the Financial Services Framework Agreement between Finance Company and CRSC Group constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For the deposit services under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement are therefore subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If the transaction amount of other financial services under the Financial Services Framework Agreement exceeds the relevant exemption level, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES. As at China Everbright is the date holder of this announcement, (i) Finance Company is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69100% of the issued share capital of CE Hong Kong, which in turn directly holds approximately 99.997% shares in Capital Century Company Limited (0.3% of which is held on trust for the National Administrative Bureau of Stated Owned Property) and indirectly holds 0.003% shares in Capital Century Company Limited through China Everbright Holdings (Nominee) Limited. Capital Century Company Limited indirectly held 331,000,000 Shares (representing approximately 74.99% of the issued Shares) through Lucky Link Investments Limited and Top Charm Investments Limited as at the date of this announcement. Accordingly, China Everbright is the a controlling shareholder of the Company. , and thus China CRSC Group Everbright and its associates constitute (other than the Group) are connected persons of the Group pursuant to Chapter 14A of the Listing RulesCompany. ThereforeAs such, the continuing transactions contemplated under the Financial Services New Deposit Service Framework Agreement between Finance Company and CRSC Group constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For the deposit services under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits As one or more of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services applicable percentage ratios (other than profits ratio) (as defined under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 14.07 of the Listing Rules. For ) in respect of the credit services annual caps of the transactions to be contemplated under the Financial Services New Deposit Service Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than Agreement exceed 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement to be contemplated thereunder are therefore subject to the reporting, announcement, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. If Furthermore, as one of the transaction amount of other financial services applicable percentage ratios (as defined under the Financial Services Framework Agreement exceeds the relevant exemption level, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A Rule 14.07 of the Listing Rules) in respect of the provision of the Deposit Services exceeds 5%, but are all less than 25%, the provision of the Deposit Services under the New Deposit Service Framework Agreement also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Directors has any material interest in the transactions contemplated under the New Deposit Service Framework Agreement. However, for good corporate governance, Xx. Xxx Xxx (an executive Director), who is also a director of certain subsidiaries of China Everbright, has voluntarily abstained from voting on the relevant Board resolutions approving the New Deposit Service Framework Agreement. As China Everbright and its associates have material interests in the transactions to be contemplated under the New Deposit Service Framework Agreement, China Everbright and its associates including Lucky Link Investments Limited (directly holding 297,900,000 Shares) and Top Charm Investments Limited (directly holding 33,100,000 Shares) will be required to abstain from voting at the EGM with respect to the ordinary resolution in connection with the New Deposit Service Framework Agreement and its proposed annual caps.

IMPLICATIONS UNDER THE LISTING RULES. As Master Supply Agreement A In view of the fact that the Company is owned as to approximately 26.28% by China Lesso through its directly wholly-owned subsidiary as at the date of this announcement, (i) Finance Company China Lesso is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; substantial Shareholder and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69% of the issued share capital of the Company and is the controlling shareholder of the Company. China CRSC Group and its associates constitute connected persons of the Group pursuant to Chapter 14A of under the Listing Rules. ThereforeAccordingly, the continuing transactions contemplated under the Financial Services Framework Master Supply Agreement between Finance Company and CRSC Group A constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. For the deposit services under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits As each of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by applicable percentage ratios relating to the assets of the Group, Annual Cap for the continuing connected transactions for deposit services contemplated under the Financial Services Framework Master Supply Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps A is higher than 0.1% but lower less than 5%, the continuing connected transactions for the credit services under the Financial Services Framework Master Supply Agreement A are therefore subject to the reporting, announcement and annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules. If Master Supply Agreement B Before the transaction amount of other financial services Relevant Date, the transactions contemplated under the Financial Services Framework Master Supply Agreement exceeds B were continuing transactions between the relevant exemption levelGroup and a non-wholly owned subsidiary which is accounted for as an associate. Commencing from the Relevant Date, Jiangxi Jingxing has become a connected subsidiary of the Company. Accordingly, commencing from the Relevant Date, the transactions contemplated under the Master Supply Agreement B constitute continuing connected transactions for the Company will comply with under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios relating to the Annual Cap for the continuing connected transactions contemplated under the Master Supply Agreement B is less than 5%, the continuing connected transactions under the Master Supply Agreement B are subject to the reporting, annual review, announcement and annual review requirements but exempt from independent shareholdersShareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) Finance Company IRICO Group is a subsidiary the controlling Shareholder of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group thus is a connected person of the Company as China CRSC Group holds 62.69% of the issued share capital of the Company and is the controlling shareholder of the Company. China CRSC Group and its associates constitute connected persons of the Group pursuant to Chapter 14A of under the Listing Rules. Therefore, the continuing transactions contemplated under the Financial Services Framework IRICO Group Master Purchase Agreement and the IRICO Group Master Sales Agreement between Finance the Company and CRSC IRICO Group constitute continuing connected transactions of the Company. Zhongdian IRICO, which is directly held as to 72.08% by CEC and 27.92% by IRICO Group as at the date of this announcement, is an associate of CEC and IRICO Group and thus a connected person of the Company under Chapter 14A of the Listing Rules. For Therefore, the deposit services transactions contemplated under the Financial Services Framework AgreementZhongdian IRICO Master Purchase Agreement between the Company and Zhongdian IRICO constitute continuing connected transactions of the Company. As at the date of this announcement, as it constitutes financial assistance provided by China Power and CETIS are subsidiaries of CEC, are associates of CEC and connected persons of the Company under the Listing Rules. Therefore, each of the transactions contemplated under the China Power Master Purchase Agreement and the Master Transportation Services Agreement between the Company and China Power and CETIS (as the case may be) constitutes continuing connected transactions of the Company. Since the applicable percentage ratios for the benefits highest proposed annual caps for each of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets three years ending 31 December 2024 in respect of the Group, the continuing connected transactions for deposit services contemplated under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A each of the Listing Rules pursuant to Rule 14A.90 of IRICO Group Master Purchase Agreement and the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than Zhongdian IRICO Master Purchase Agreement exceed 5%, the continuing connected transactions for contemplated under IRICO Group Master Purchase Agreement and the credit services under Zhongdian IRICO Master Purchase Agreement (including the Financial Services Framework Agreement respective proposed annual caps) are therefore subject to the reportingannouncement, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. If Since the transaction amount applicable percentage ratios for the highest proposed annual caps for each of other financial services the three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the Financial Services Framework Agreement exceeds the relevant exemption levelChina Power Master Purchase Agreement, the Company will comply with IRICO Group Master Sales Agreement and the reportingMaster Transportation Services Agreement exceed 0.1% but are less than 5%, annual review, the continuing connected transactions thereunder are only subject to the announcement and independent shareholdersannual review requirements, but are exempt from the Independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) Finance Company is a subsidiary China Poly Group and its associates were interested in an aggregate of the Company as the Company holds 9572.29% of the equity interest in Finance total issued share capital of the Company; and (ii) , hence China CRSC Poly Group is the controlling shareholder and thus a connected person of the Company Company. Poly Finance is owned as to an aggregate of 94.18% by China CRSC Poly Group holds 62.69% of the issued share capital of the Company and its associates, and is the controlling shareholder therefore a connected person of the Company. China CRSC Group and its associates constitute connected persons of the Group pursuant to Chapter 14A of the Listing Rules. ThereforeAccordingly, the continuing transactions contemplated under the Financial Services Deposit Service Framework Agreement between Finance Company and CRSC Group will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For As the deposit services highest applicable percentage ratio in respect of the Annual Cap under the Financial Services Deposit Service Framework AgreementAgreement calculated pursuant to the Listing Rules exceeds 25% but is less than 75%, as it constitutes financial assistance provided by connected persons for the benefits transactions contemplated under the Deposit Service Framework Agreement also constitute a major transaction of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by Company. The Company shall be subject to the assets of the Group, the continuing connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, announcement, annual review, announcement review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement are therefore subject to the reporting, annual review 14 and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If 2019 AGM The Company intends to submit the transaction amount of other financial services proposal to the 2019 AGM to seek approval from the independent Shareholders on the transactions contemplated under the Financial Services Deposit Service Framework Agreement exceeds and the relevant exemption levelAnnual Cap. China Poly Group and its associates (including Poly Developments and Holdings and Xxxxxx Xxxxxxx), which were interested in an aggregate of 72.29% of the total issued share capital of the Company as at the date of this announcement, will comply abstain from voting on the proposal at the 2019 AGM. The proposal will be passed by way of an ordinary resolution and voted on by way of poll in accordance with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. An independent board committee of the Company comprising all of the independent non- executive Directors has been formed and shall advise the independent Shareholders on the terms of the Deposit Service Framework Agreement and the Annual Cap. An independent financial adviser will be appointed by the Company to advise the independent board committee and the independent Shareholders in this regard. A circular containing, among other things, (i) further details of the Deposit Service Framework Agreement and the Annual Cap; (ii) a letter from the independent board committee; (iii) a letter from the independent financial adviser; (iv) a notice of the 2019 AGM; and (v) other information concerning the Company as required under the Listing Rules is expected to be despatched to the Shareholders on or before 25 May 2020.

IMPLICATIONS UNDER THE LISTING RULES. As at China Everbright is the date holder of this announcement, (i) Finance Company is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69100% of the issued share capital of CE Hong Kong, which in turn directly holds approximately 99.997% shares in Capital Century Company Limited (0.3% of which is held on trust for the National Administrative Bureau of Stated Owned Property) and indirectly holds 0.003% shares in Capital Century Company Limited through China Everbright Holdings (Nominee) Limited. Capital Century Company Limited indirectly held approximately 74.99% Shares through Lucky Link Investments Limited and Top Charm Investments Limited as at the Latest Practicable Date. Accordingly, China Everbright is the a controlling shareholder of the Company. , and thus China CRSC Group Everbright and its associates constitute (other than the Group) are connected persons of the Group pursuant to Chapter 14A of the Listing RulesCompany. ThereforeAs such, the continuing transactions contemplated under the Financial Services Framework Agreement between Finance Company and CRSC Group Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For As one or more of the deposit services applicable percentage ratios (other than profits ratio) (as defined under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 14.07 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated ) in accordance with the Listing Rules, as the highest applicable percentage ratio respect of the proposed respective annual caps is higher than 0.1% but lower than of the transactions to be contemplated under each of the Framework Agreements exceed 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement to be contemplated thereunder are therefore subject to the reporting, announcement, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. If Furthermore, as one of the transaction amount of other financial services applicable percentage ratios (as defined under the Financial Services Framework Agreement exceeds the relevant exemption level, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A Rule 14.07 of the Listing Rules) in respect of the provision of the Deposit Services exceeds 5%, but are all less than 25%, the provision of the Deposit Services also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Directors has any material interest in the transactions contemplated under the Framework Agreements. However, for good corporate governance, Xx. Xxx Xxx (an executive Director), who is also a director of certain subsidiaries of Everbright Group, has voluntarily abstained from voting on the relevant Board resolutions approving the Framework Agreements. As China Everbright and its associates have material interests in the transactions to be contemplated under each of the Framework Agreements, China Everbright and its associates will be required to abstain from voting at the EGM with respect to the ordinary resolutions in connection with the Framework Agreements and their proposed annual caps.

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) Finance Company is a subsidiary the domestic shares and H shares of the Company as the held by Beijing Investment Company holds 95in aggregate accounted for 11.57% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person total issued Shares of the Company. Beijing Investment Company as China CRSC Group holds 62.69% is one of the issued share capital Substantial Shareholders of the Company and is the controlling shareholder of the Company. China CRSC Group and its associates constitute therefore constitutes a connected persons of the Group pursuant to person under Chapter 14A of the Listing Rules. Therefore, the continuing transactions under the Financial Services Framework Agreement between Finance BII-ERG is an indirectly wholly-owned subsidiary of Beijing Investment Company and CRSC Group constitute continuing therefore constitutes a connected transactions person of the Company under Chapter 14A of the Listing Rules. For The transactions between Beijing Investment Company and/or its subsidiaries and the deposit services under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing Company constitute connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement are therefore subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If Accordingly, the transaction amount aforesaid agreement and the transactions contemplated thereunder constitute connected transactions of other financial services the Company. As the highest applicable percentage ratio of the connected transactions contemplated under the Financial Services Framework Purchase Agreement exceeds the relevant exemption levelis more than 0.1% but less than 5%, the Company will comply with aforesaid transactions shall be subject to the reporting, annual review, announcement and annual review requirements but are exempt from independent shareholdersShareholders’ approval requirements requirement under Chapter 14A of the Listing Rules. As Xx. Xxxx Xxxx, a Director, serves the deputy general manager of Beijing Investment Company and Xx. Xxx Xxxxxx, a Director, serves as the secretary of the board of directors (ranked as assistant to general manager) and general manager of the investment development headquarters of Beijing Investment Company, they are deemed to be materially interested in the Purchase Agreement, and therefore, they have abstained from voting on the relevant resolution at the Board meeting. Save as mentioned above, none of the other Directors has material interests in the aforesaid agreement and thus is required to abstain from voting on the relevant resolution at the Board meeting.

IMPLICATIONS UNDER THE LISTING RULES. As at the date highest applicable percentage ratio in respect of this announcementthe Haifa Baocheng Master Agreement exceeds 25% but is less than 100%, (i) Finance Company is the entering into of the Haifa Baocheng Master Agreement constitutes a subsidiary major transaction of the Company as and is subject to the Company holds 95% notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the equity interest Listing Rules. On 13 April 2021, Chengtong Financial Leasing entered into the China Kangfu Previous Arrangement with China Kangfu. Since the China Kangfu Previous Arrangement is still subsisting when China Kangfu Master Agreement is entered into, the China Kangfu Master Agreement is aggregated with the China Kangfu Previous Arrangement for the purpose of calculating the relevant percentage ratios (as defined in Finance Company; the Listing Rules). As the highest applicable percentage ratio in respect of the China Kangfu Master Agreement, both when calculated individually and (ii) when aggregated with the China CRSC Group Kangfu Previous Arrangement, exceeds 25% but is less than 100%, the entering into of the China Kangfu Master Agreement constitutes a connected person major transaction of the Company as China CRSC Group holds 62.69and is subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of his/her/its close associate(s) (having the meaning ascribed to it under the Listing Rules) has a material interest in any of the Sale and Leaseback Master Agreements and the transactions contemplated thereunder. Thus, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Sale and Leaseback Master Agreements. In light of the foregoing, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. The Company has obtained written Shareholder’s approval in respect of each of the Sale and Leaseback Master Agreements and the transactions contemplated thereunder from World Gain Holdings Limited, which is a controlling shareholder of the Company holding 3,169,656,217 issued shares of the Company, representing approximately 53.14% of the issued share capital of the Company and is as at the controlling shareholder date of the Companythis announcement. China CRSC Group and its associates constitute connected persons of the Group pursuant to Chapter 14A of the Listing Rules. ThereforeAccordingly, the continuing transactions under the Financial Services Framework Agreement between Finance Company and CRSC Group constitute continuing connected transactions no general meeting of the Company under Chapter 14A will be convened for the purpose of approving each of the Listing RulesSale and Leaseback Master Agreements and the transactions contemplated thereunder. For the deposit services under the Financial Services Framework AgreementA circular containing, as it constitutes financial assistance provided by connected persons for the benefits among other things, (i) information on each of the GroupSale and Leaseback Master Agreements, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services (ii) other information required under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as the highest applicable percentage ratio of the proposed annual caps is higher than 0.1% but lower than 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement are therefore subject will be despatched to the reportingShareholders on or before 2 September 2022, annual review and announcement requirements under Chapter 14A which is within 15 business days after the publication of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. If the transaction amount of other financial services under the Financial Services Framework Agreement exceeds the relevant exemption level, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rulesthis announcement.

IMPLICATIONS UNDER THE LISTING RULES. As at China Everbright is the date holder of this announcement, (i) Finance Company is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69100% of the issued share capital of CE Hong Kong, which in turn directly holds approximately 99.997% shares in Capital Century Company Limited (0.3% of which is held on trust for the National Administrative Bureau of Stated Owned Property) and indirectly holds 0.003% shares in Capital Century Company Limited through China Everbright Holdings (Nominee) Limited. Capital Century Company Limited indirectly held 331,000,000 Shares (representing approximately 74.99% of the issued Shares) through Lucky Link Investments Limited and Top Charm Investments Limited as at the date of this announcement. Accordingly, China Everbright is the a controlling shareholder of the Company. , and thus China CRSC Group Everbright and its associates constitute (other than the Group) are connected persons of the Group pursuant to Chapter 14A of the Listing RulesCompany. ThereforeAs such, the continuing transactions contemplated under the Financial Services New Framework Agreement between Finance Company and CRSC Group Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For As one or more of the deposit services applicable percentage ratios (other than profits ratio) (as defined under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 14.07 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated ) in accordance with the Listing Rules, as the highest applicable percentage ratio respect of the proposed respective annual caps is higher than 0.1% but lower than of the transactions to be contemplated under each of the New Framework Agreements exceed 5%, the continuing connected transactions for the credit services under the Financial Services Framework Agreement to be contemplated thereunder are therefore subject to the reporting, announcement, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. If Furthermore, as one of the transaction amount of other financial services applicable percentage ratios (as defined under the Financial Services Framework Agreement exceeds the relevant exemption level, the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A Rule 14.07 of the Listing Rules) in respect of the provision of the Deposit Services exceeds 5%, but are all less than 25%, the provision of the Deposit Services under the New Deposit Service Framework Agreement also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Directors has any material interest in the transactions contemplated under the New Framework Agreements. However, for good corporate governance, Xx. Xxx Xxx (an executive Director), who is also a director of certain subsidiaries of Everbright Group, has voluntarily abstained from voting on the relevant Board resolutions approving the New Framework Agreements. As China Everbright and its associates have material interests in the transactions to be contemplated under each of the New Framework Agreements, China Everbright and its associates including Lucky Link Investments Limited (directly holding 297,900,000 Shares) and Top Charm Investments Limited (directly holding 33,100,000 Shares) will be required to abstain from voting at the EGM with respect to the ordinary resolutions in connection with the New Framework Agreements and their proposed annual caps.

IMPLICATIONS UNDER THE LISTING RULES. As at the date of this announcement, (i) Finance Company BSAM, being the Controlling Shareholder, is a subsidiary of the Company as the Company holds 95% of the equity interest interested in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69approximately 63.31% of the issued share capital of the Company and is the controlling shareholder therefore a connected person of the CompanyCompany under the Listing Rules. China CRSC Group Xxxxxxx Xxxxxxxxx is owned as to 75% by Beijing Industrial Investment, which is a wholly-owned subsidiary of BSAM. Beijing Guotong and its BICD are wholly-owned subsidiaries of BSAM. Beijing Science Development, Beijing Equity Exchange and National Stadium are owned as to 54.45%, 48.70% and 53.23% by BSAM, respectively. Thus, Xxxxxxx Xxxxxxxxx, Beijing Science Development, Beijing Equity Exchange, Beijing Guotong, National Stadium and BICD are associates constitute of BSAM and therefore connected persons of the Group pursuant to Chapter 14A of Company under the Listing Rules. ThereforeAccordingly, the continuing transactions contemplated under the Financial Services Framework Participation Agreement between Finance Company and CRSC Group the Limited Partnership Agreement constitute continuing a connected transactions of the Company transaction under Chapter 14A of the Listing Rules. For As all the deposit services under the Financial Services Framework Agreement, applicable ratios (as it constitutes financial assistance provided by connected persons for the benefits of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to defined in Rule 14A.90 14.07 of the Listing Rules. For the credit services under the Financial Services Framework Agreement, calculated ) in accordance with the Listing Rules, as the highest applicable percentage ratio respect of the proposed annual caps is higher than 0.1% but lower Participation Agreement and the Limited Partnership Agreement and the transactions contemplated thereunder are more than 5%, the continuing connected transactions contemplated under the Participation Agreement and the Limited Partnership Agreement are subject to reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Participation Agreement and the Limited Partnership Agreement and the transactions contemplated thereunder are more than 25% but are all less than 100%, the Participation Agreement and the Limited Partnership Agreement and the transactions contemplated thereunder constitute a major transaction for the credit services Company under the Financial Services Framework Agreement are Listing Rules, and is therefore subject to the reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement and independent shareholdersShareholders’ approval requirements under Chapter 14A 14 of the Listing Rules. If A circular containing, inter alia, further details of the transaction amount Participation Agreement and the Limited Partnership Agreement and the transactions contemplated thereunder, a letter from the Independent Board Committee, a letter of other advice from an independent financial services adviser, and a notice convening the general meeting to approve the Participation Agreement and the Limited Partnership Agreement and the transactions contemplated thereunder will be despatched to the Shareholders on or before 16 April 2019. Shareholders and potential investors of the Company should be aware that the Participation Agreement and the Limited Partnership Agreement shall take effect upon approval by the Shareholders. The transactions contemplated under the Financial Services Framework Participation Agreement exceeds and the relevant exemption level, Limited Partnership Agreement may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing RulesShares.

IMPLICATIONS UNDER THE LISTING RULES. As at China Everbright is the date holder of this announcement, (i) Finance Company is a subsidiary of the Company as the Company holds 95% of the equity interest in Finance Company; and (ii) China CRSC Group is a connected person of the Company as China CRSC Group holds 62.69100% of the issued share capital of China Everbright Holdings Company Limited, which in turn directly holds approximately 99.997% shares in Capital Century Company Limited (0.3% of which is held on trust for the National Administrative Bureau of Stated Owned Property) and indirectly holds 0.003% shares in Capital Century Company Limited through China Everbright Holdings (Nominee) Limited. Capital Century Company Limited indirectly held 331,000,000 Shares (representing approximately 74.99% of the issued Shares) through Lucky Link Investments Limited and Top Charm Investments Limited as at the date of this announcement. Accordingly, China Everbright is the a controlling shareholder of the Company. , and thus CE Bank, being a subsidiary of China CRSC Group and its associates constitute Everbright, is a connected persons person of the Group pursuant to Chapter 14A Company. As such, the entering into of the Listing Rules. Therefore, the continuing transactions under the Financial Services Framework Lease Agreement between Finance Company and CRSC Group constitute constitutes a continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules. For the deposit services under the Financial Services Framework Agreement, as it constitutes financial assistance provided by connected persons for the benefits As one or more of the Group, and such deposit services are entered into on normal or better commercial terms and it is not secured by the assets of the Group, the continuing connected transactions for deposit services applicable percentage ratios (other than profits ratio) (as defined under the Financial Services Framework Agreement are exempt from reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant to Rule 14A.90 14.07 of the Listing Rules. For ) in respect of the credit services highest annual cap of the transactions to be contemplated under the Financial Services Framework AgreementLease Agreement exceeds 5% but all are less than 25%, calculated in accordance with the Listing Rules, as and the highest applicable percentage ratio of the proposed annual caps cap is higher less than 0.1% but lower than 5%HK$10,000,000, the continuing connected transactions for the credit services to be contemplated under the Financial Services Framework Lease Agreement are therefore subject to the reporting, announcement and annual review and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the independent shareholders’ approval requirement. For other financial services under the Financial Services Framework Agreement, calculated in accordance with the Listing Rules, as each of the applicable percentage ratio of the proposed annual caps is lower than or is expected to be lower than the minimum exemption level required by Rule 14A.76(1) of the Listing Rules, the continuing connected transactions for other financial services under the Financial Services Framework Agreement are exempt from the reporting, annual review, announcement circular and independent shareholdersShareholders’ approval requirements under Chapter 14A of the Listing Rules. If To the transaction amount best of other financial services the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Directors has any material interest in the transactions contemplated under the Financial Services Framework Agreement exceeds Lease Agreement. However, for good corporate governance, Xx. Xxx Xxx (an executive Director), who is also a director of certain subsidiaries of Everbright Group, has voluntarily abstained from voting on the relevant exemption level, Board resolutions approving the Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing RulesLease Agreement.