Common use of LISTING RULES IMPLICATION Clause in Contracts

LISTING RULES IMPLICATION. The transactions contemplated under the Concession Rights Agreements, in aggregate, will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as the highest applicable percentage ratio of the transactions under the Concession Rights Agreements when aggregated under Rule 14.22 of the Listing Rules is higher than 5% but lower than 25%, the entering into of the Concession Rights Agreements constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules, but exempt from the shareholders’ approval requirement. Pursuant to HKFRS 16, the entering of the Concession Rights Agreements will require the Group to recognise the rights as right-of-use asset in which the amount was RMB347,000,000 (equivalent to approximately HKD385,170,000) calculated with reference to the aggregated present value of the fixed lease payments under the Concession Rights Agreements, thus the entering into the Concession Rights Agreements and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the Concession Rights Agreement is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The lessee incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying assets during a particular period.

LISTING RULES IMPLICATION. The transactions contemplated under the Exclusive Concession Rights Agreements, in aggregate, will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as the highest applicable percentage ratio of the transactions under the Exclusive Concession Rights Agreements when aggregated under Rule 14.22 of the Listing Rules is higher than 5% but lower than 25%, the entering into of the Exclusive Concession Rights Agreements constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules, but exempt from the shareholders’ approval requirement. Pursuant to HKFRS 16, the entering of the Exclusive Concession Rights Agreements will require the Group to recognise the rights as right-of-use asset in which the amount was RMB347,000,000 approximately RMB138,656,000 (equivalent to approximately HKD385,170,000HKD164,862,000) calculated with reference to the aggregated present value of the fixed lease payments under the Exclusive Concession Rights Agreements, thus the entering into the Exclusive Concession Rights Agreements and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the Exclusive Concession Rights Agreement Agreements is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The lessee incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying assets during a particular period.

LISTING RULES IMPLICATION. The transactions contemplated under the Concession Rights KMB and LWB Licence Agreements, in aggregate, will constitute a discloseable major transaction for the Company under Rule 14.07 of the Listing Rules on the basis that certain of the applicable percentage ratios are more than 25%. As one or more of the applicable percentage ratios in respect of the consideration under the KMB and LWB Licence Agreements, when aggregated with the total consideration under the KMB and LWB Licence Agreements is more than 25% but less than 100%, the entering into the KMB and LWB Licence Agreements constitutes a major transaction of the Company under Chapter 14 of the Listing Rules as the highest applicable percentage ratio of the transactions under the Concession Rights Agreements when aggregated under Rule 14.22 of the Listing Rules is higher than 5% but lower than 25%, the entering into of the Concession Rights Agreements constitutes a discloseable transaction of the Company and is therefore subject to reporting the announcement, circular and announcement shareholders’ approval requirements under Chapter 14 of the Listing Rules, but exempt from the shareholders’ approval requirement. Pursuant to HKFRS 16, the entering of the Concession Rights KMB and LWB Licence Agreements will require the Group to recognise the exclusive rights as right-of-use asset in which the amount was RMB347,000,000 (equivalent to approximately HKD385,170,000) HKD707.2 million calculated with reference to the aggregated present value of the fixed lease payments under the Concession Rights AgreementsKMB and LWB Licence Agreements , thus the entering into the Concession Rights KMB and LWB Licence Agreements and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the Concession Rights Agreement KMB and LWB Licence Agreements is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. None of the Directors have a material interest in the KMB and LWB Licence Agreements and the transactions contemplated thereunder, unless those costs are incurred and therefore no Director has to produce inventoriesabstain from voting on the relevant board resolutions approving the KMB and LWB Licence Agreements and the transaction contemplated thereunder. Since no shareholder is required to abstain from voting, pursuant to Rule 14.44 of the Listing Rules, written approval from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at the general meeting to approve the transaction such shareholder can be accepted in lieu of holding a general meeting for the purpose of approving the KMB and LWB Licence Agreements. The lessee incurs Company has received a written approval by Media Cornerstone Limited (holding approximately 57.94% of the obligation entire issued ordinary share capital of the Company) for those costs either at the commencement date transactions contemplated under the KMB and LWB Licence Agreements in lieu of holding a general meeting in accordance with Rule 14.44 of the Listing Rules. It is expected that a circular containing, among other things, further information on the KMB and LWB Licence Agreements and the transaction contemplated thereunder, is expected to be despatched to the Shareholders for information purposes only in accordance with Rule 14.41(a) of the Listing Rules on or as a consequence of having used the underlying assets during a particular periodbefore 10 December 2019.

LISTING RULES IMPLICATION. The transactions contemplated under the Concession Rights Agreements, in aggregate, will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as the highest applicable percentage ratio of the transactions under the Concession Rights Agreements when aggregated under Rule 14.22 of the Listing Rules is higher than 5% but lower than 25%, the entering into of the Concession Rights Agreements constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules, but exempt from the shareholders’ approval requirement. Pursuant to HKFRS 16, the entering of the Concession Rights Agreements Agreement will require the Group to recognise the rights as right-of-use asset in which the amount was RMB347,000,000 RMB287.9 million (equivalent to approximately HKD385,170,000HKD319.7 million) calculated with reference to the aggregated present value of the fixed lease payments concession fees under the Concession Rights AgreementsAgreement, thus the entering into the Concession Rights Agreements Agreement and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the Concession Rights Agreement is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any Any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The lessee incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying assets during a particular period. According to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the transactions under the Concession Rights Agreement is higher than 5% but lower than 25%, the entering into of the Concession Rights Agreement constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules, but exempt from the shareholders’ approval requirement.