Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios in respect of the Disposal under the Framework Agreement is more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 14 of the GEM Listing Rules and would have been is therefore subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 thereunder. To the best of the GEM Listing Rules. Furtherknowledge, pursuant to Rule 17.15 information and belief of the GEM Listing RulesDirectors, a disclosure obligation arose when having made all reasonable enquiries, no Shareholder or any of their respective associates has any material interest in the Framework Agreement and the Disposal, and as such, no Shareholder would be required to abstain from voting on the relevant resolution(s) to approve the Framework Agreement and the Disposal in the general meeting of the Shareholders. In addition, the Company entered into has obtained Written Shareholders’ Approval for the Entrusted Loan Framework Agreement as and the provision Disposal in accordance with Rule 14.44 of the Entrusted Loan exceeded the 8Listing Rules from a closely allied group of Shareholders who together hold in total 562,500,000 Shares, representing in aggregate approximately 51% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 entire issued capital of the GEM Listing Rules Company as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As the Entrusted Loan The names and the interest accrued thereon have been fully repaid respective number of Shares held by the closely allied group of Shareholders are (i) Everbest Environmental which holds 492,500,000 Shares, owned as to 20% by ▇▇. ▇▇▇▇ ▇▇▇▇, an executive Director and the chief executive officer of the Company, and (ii) Wealthy Sea which holds 70,000,000 Shares and is owned as to 90% by ▇▇. ▇▇▇▇ On ▇▇ ▇▇▇▇, an executive Director and the Independent chairman of the Board. The closely allied group of Shareholders have been Shareholders for over nine years and they have been voting in the same way in all resolutions since they were Shareholders’ . On the basis that (i) no Shareholder of the Company is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Entrusted Loan could not be retroactively sought. AccordinglyFramework Agreement and the Disposal; and (ii) the Written Shareholders’ Approval has been obtained, the Company will not convene a no extraordinary general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise convened for the Independent Shareholders in relation to purpose of approving the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Framework Agreement and the Independent Shareholders in relation to the Entrusted Loan Disposal as if there shall be a general meeting permitted under Rule 14.44 of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision As the applicable percentage ratios in respect of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5proposed Annual Caps exceed 25% and the total value of the assistance exceeded proposed Annual Caps are more than HK$10,000,000, the Entrusted Loan would have been transactions contemplated under the IAM Agreement are subject to the reporting, announcement and announcement, Independent Shareholders’ approval and the annual review requirements under Chapter 20 of the GEM Listing Rules. FurtherThe EGM will be convened at which ordinary resolution(s) will be proposed to consider and, pursuant if thought fit, to Rule 17.15 of approve the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan IAM Agreement and all other transactions contemplated thereunder as well as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratioproposed Annual Caps. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules As at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement, Master Link, Allied Target and ▇▇▇▇▇▇▇ Capital are entitled to exercise their respective voting rights with respect to Shares representing approximately 47.64%, 4.80% and 17.23% of the issued share capital of the Company. As the Entrusted Loan IAM Agreement is conditional upon the Share Purchase Completion and Subscription Completion having taken place, Master Link, Allied Target, ▇▇▇▇▇▇▇ Capital and their respective associates are deemed to have material interests in the IAM Agreement. In the event that the EGM is to be held before the Completion takes place, Master Link, Allied Target, ▇▇▇▇▇▇▇ Capital and their respective associates shall abstain from voting on the resolutions for approving the IAM Agreement and the interest accrued thereon have been fully repaid to proposed Annual Caps at the Company, EGM. In the Independent Shareholders’ approval event that the Completion has taken place before the date of the Entrusted Loan could not be retroactively soughtEGM, Zhongzhi Capital and its associates (including Jinhui and ▇▇▇▇ ▇▇▇▇) shall abstain from voting at the EGM. Accordingly▇▇. ▇▇▇▇▇, who is deemed to have material interests in the Company will not convene a general meeting IAM Agreement for the same reasons, had abstained from voting on the relevant Board resolutions passed to approve the Entrusted LoanIAM Agreement and the proposed Annual Caps. An Independent No other Directors were required to abstain from voting on the aforementioned Board Committee will be established resolutions. The IBC comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in relation to respect of the Entrusted LoanIAM Agreement and the proposed Annual Caps. An Independent Financial Adviser independent financial adviser will be appointed by the Company to advise make recommendations to the Independent Board Committee IBC and the Independent Shareholders as to whether the terms of the IAM Agreement and the proposed Annual Caps are fair and reasonable and in relation to the Entrusted Loan as if there shall be a general meeting interests of the Company to approve and the Entrusted Loan AgreementShareholders as a whole. A circular containing, among othersamongst other things, further (i) details of the Entrusted Loan Agreement together with IAM Agreement; (ii) a letter from the Independent Board Committee IBC to the Independent Shareholders and Shareholders; (iii) a letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee IBC and the Independent Shareholders Shareholders; and (iv) a notice of the EGM will be despatched to the Shareholders as soon as practicableon or before 26 February 2016.

LISTING RULES IMPLICATIONS. The provision As each of the Entrusted applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Loan by granted to Customer A is less than 5%, the grant of the Loan does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Notwithstanding the above, as (i) the ultimate beneficial owner of Customer A, Customer C and Customer D is Customer B; and (ii) the Loan Agreement and the Existing Loan Agreements were entered into within a 12-month period, the transactions contemplated under the Loan Agreement and the Existing Loan Agreements are required to Nanyang Properties constituted be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of the Loan and the Existing Loans exceeds 5% but is less than 25%, the grant of the Loan and the Existing Loans in aggregate constitutes a discloseable transaction under Chapter 19 of the GEM Listing Rules Company and would have been is subject to reporting notification and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Pursuant to Rule 17.15 14.58(2) of the GEM Listing Rules, the identities of the Customers are required to be disclosed. Since (i) the granting of the Loan (which have been aggregated with the Existing Loans) are not regarded as a disclosure obligation arose when material transaction of the Company entered into as compared to the Entrusted Loan Agreement Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the provision Customers have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the Entrusted Loan exceeded the 8% threshold identities of the assets ratio. The Company admits that it had overlooked Customers does not reflect their financial standing or repayment abilities and thus will serve little purpose in assisting the requirements Shareholders to comply with evaluate their creditworthiness and the relevant provisions under Chapters 17, 19 risks and 20 exposure of the GEM Listing Rules at Loan and the time when it entered into Existing Loans; and (iv) the Entrusted Loan Agreement. The Company has forthwith admitted made alternative disclosures in respect of the breaches Loan and the Existing Loans in this announcement, including but not limited to the details of the collateral and the loan-to-value ratio of the collateral in respect of the Loan and the Existing Loans, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loan and the Existing Loans as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange and has taken steps to rectify the breachExchange, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the CompanyStock Exchange has granted, the Independent Shareholders’ approval a waiver from strict compliance with Rule 14.58(2) of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision As one of the Entrusted Loan by applicable percentage ratios in respect of the Company to Nanyang Properties constituted transactions contemplated under the Equity Transfer Agreement calculated under Chapter 14 of the Listing Rules exceeds 5% but all the applicable percentage ratios are less than 25%, the transactions contemplated under the Equity Transfer Agreement constitute a discloseable transaction under Chapter 19 of the GEM Listing Rules Company and would have been are subject to the reporting and announcement requirements. The provision requirements under Chapter 14 of the Entrusted Loan by Listing Rules. Tsinlien is the controlling Shareholder of the Company, which directly and indirectly holds a total of 673,759,143 shares of the Company, representing approximately 62.81% of the total issued shares of the Company to Nanyang Properties also constituted financial assistance provided by as at the Company not in the ordinary date of this announcement. As Tsinlien and usual course Tianjin Food are both direct wholly-owned subsidiaries of business for the benefit Tianjin Bohai, Tianjin Food is therefore a fellow subsidiary of Tsinlien and a connected person. As the relevant percentage ratios person of the Entrusted Loan Company. Accordingly, the transactions contemplated under the Equity Transfer Agreement were more than 2.5% and the total value also constitute connected transactions of the assistance exceeded HK$10,000,000Company, the Entrusted Loan would have been and are subject to the reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant Tsinlien and its associates will abstain from voting on the ordinary resolution to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules be proposed at the time when it entered into EGM for the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively soughtEquity Transfer Agreement and the transactions contemplated thereunder. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An The Independent Board Committee will be comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to respect of the Entrusted LoanEquity Transfer Agreement and the transactions contemplated thereunder. An Independent Financial Adviser will be Red Sun Capital Limited has been appointed by as the Company independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve Equity Transfer Agreement and the Entrusted Loan Agreementtransactions contemplated thereunder. A circular containing, among othersinter alia, further details of (i) the Entrusted Loan terms of the Equity Transfer Agreement together with a letter and the transactions contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Equity Transfer Agreement and a the transactions contemplated thereunder; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder; and (iv) a notice to convene the EGM, will be despatched to the Shareholders as soon as practicableon or about 13 July 2020.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, (i) CMSK is a controlling shareholder of the Entrusted Loan by Company holding approximately 74.35% of the Company’s issued share capital; (ii) Merchants Property Management is a non-wholly owned subsidiary of CMSK; and (iii) CMSK is a Unitholder holding approximately 35.49% of the Units of CMC REIT. Accordingly, (i) CMSK is a connected person of the Company pursuant to Nanyang Properties constituted the Listing Rules; and (ii) each of Merchants Property Management and CMC REIT is an associate of CMSK and hence a discloseable transaction connected person of the Company pursuant to the Listing Rules. Therefore, the transactions contemplated under the Operation Agreement and the Property Management Master Agreement and the REIT Management Transaction constitute continuing connected transactions of the Company under Chapter 19 14A of the GEM Listing Rules Rules. Regarding the REIT Management Transaction and would have been subject to reporting and announcement requirements. The provision the transactions contemplated under the Operation Agreement, as the highest of all applicable percentage ratios in respect of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more Proposed Annual Caps exceeds 0.1% but less than 2.55% and the total value of the assistance exceeded HK$10,000,000on an annual basis, the Entrusted Loan would have been such transactions are subject to reporting, annual review and announcement requirements but exempt from the circular and the independent shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules. As the term of the Trust Deed is longer than three years, pursuant to Rule 14A.52 of the Listing Rules, the Company appointed Altus Capital Limited as the independent financial adviser to issue an independent opinion to explain why the Trust Deed requires a longer period and to confirm that it is normal business practice for agreements of this type to be of such duration. Please refer to the announcement of the Company dated 28 November 2019 for the opinion from Altus Capital Limited. Regarding the transactions contemplated under the Property Management Master Agreement, as the highest of all applicable percentage ratios in respect of the relevant Proposed Annual Caps is higher than 5% on an annual basis, the transactions contemplated under the Property Management Master Agreement are subject to reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.

LISTING RULES IMPLICATIONS. The provision Pursuant to the Asset Purchase Agreement, the Asset Lease Agreement dated 16 November 2020 will be terminated immediately upon the delivery of the Entrusted Loan Pre- ironmaking Assets. It is expected that the Company’s right-of-use assets will decrease by approximately RMB3,291 million upon the termination of the aforesaid lease. Accordingly, the termination of the lease of Pre-ironmaking Assets in accordance with the Asset Purchase Agreement will also be deemed as the disposal of assets by the Company Company. Pursuant to Nanyang Properties constituted a discloseable transaction under Chapter 19 Rule 14.24 of the GEM Listing Rules Rules, if a transaction involves both an acquisition and would have been a disposal, the Stock Exchange will apply the percentage ratios to both the acquisition and the disposal. The relevant transaction will be classified by reference to the larger of the amount of the acquisition and the disposal, and subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company reporting, disclosure and/or Shareholders’ approval requirements applicable to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected personthat classification. As the relevant percentage ratios applicable to the acquisition of the Pre- ironmaking Assets are larger than that of the disposal, this transaction is classified as an acquisition. As one or more applicable percentage ratios of the Entrusted Loan Agreement were acquisition are more than 2.55% but all less than 25%, pursuant to Chapter 14 of the Listing Rules, the Asset Purchase Agreement and the total value transactions contemplated thereunder constitute discloseable transactions of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Changshou Iron & Steel is interested in approximately 23.51% of the issued share capital of the Company and is a substantial Shareholder of the Company. Accordingly, Changshou Iron & Steel is a connected person of the Company, and the transactions contemplated under the Asset Purchase Agreement also constitute connected transactions of the Company under the Listing Rules, and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to respect of the Entrusted Loanrelevant terms of the Asset Purchase Agreement. An Rainbow Capital has been appointed as the Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreementthis regard. A circular containingincluding, among othersother things, further details of the Entrusted Loan Asset Purchase Agreement together with a and the transactions contemplated thereunder, the recommendation letter from the Independent Board Committee to Committee, the Independent Shareholders and a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will and, a notice convening an extraordinary general meeting to approve, among other things, the Asset Purchase Agreement and the transactions contemplated thereunder, is expected to be despatched dispatched to the Shareholders as soon as practicableon or before 15 July 2021. Other than ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, Mr. Song De An and ▇▇. ▇▇▇▇ ▇▇▇▇, the connected Directors, who have abstained from voting on the relevant Board’s resolutions for the approval of the Asset Purchase Agreement and the transactions contemplated thereunder, none of the Directors has interests in such transactions.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Finance Lease Agreement exceeds 25% but is less than 100%, the entering into of the Finance Lease Agreement and the transactions contemplated thereunder constitute a major transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been are therefore subject to reporting the notice, announcement, circular and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant According to Rule 17.15 14.44 of the GEM Listing Rules, Shareholders’ approval may be obtained in the form of written Shareholders’ approval in lieu of convening a disclosure obligation arose when general meeting. To the Company entered into the Entrusted Loan Agreement as the provision best knowledge, information and belief of the Entrusted Loan exceeded Directors having made all reasonable enquiries, no Shareholder has a material interest in the 8% threshold transactions contemplated under the Finance Lease Agreement. Accordingly, no Shareholder is required to abstain from voting if a general meeting is required to be convened to approve the entering into of the assets ratioFinance Lease Agreement and the transactions contemplated thereunder. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules As at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement, Kunming Dianchi Investment directly holds 660,266,893 shares (representing approximately 64.16% of the total number of issued shares of the Company). As the Entrusted Loan and Company has obtained the interest accrued thereon have been fully repaid written approval from Kunming Dianchi Investment, according to the Company, the Independent Shareholders’ approval Rule 14.44 of the Entrusted Loan could not be retroactively sought. AccordinglyListing Rules, the Company will not convene a an extraordinary general meeting to approve for the Entrusted Loan. An Independent Board Committee will be established to advise purpose of approving the Independent Shareholders in relation to entering into of the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Finance Lease Agreement and the Independent Shareholders in relation transactions contemplated thereunder. According to the Entrusted Loan as if there shall be a general meeting Rule 14.41(a) of the Company to approve the Entrusted Loan Agreement. A Listing Rules, a circular containing, among othersother things, further details of the Entrusted Loan Finance Lease Agreement together with a letter from and other information required to be disclosed under the Independent Board Committee Listing Rules is required to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicablewithin 15 business days after the date of this announcement (i.e. on or before 17 January 2022). As additional time is required to prepare the financial and other information to be included in the circular, the Company may not be able to despatch the circular within such period, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement in relation to the expected despatch date of the circular in due course.

LISTING RULES IMPLICATIONS. The provision As the Purchaser is an associate of a substantial shareholder of a subsidiary of the Entrusted Loan by Company, the Purchaser is a connected person of the Company to Nanyang Properties constituted at the subsidiary level. Accordingly, the Disposal constitutes a discloseable connected transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected personCompany. As the relevant percentage ratios Board (including the independent non-executive Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms and that its terms are fair and reasonable and in the interests of the Entrusted Loan Agreement were more than 2.5% Company and the total value of the assistance exceeded HK$10,000,000Shareholders as a whole, the Entrusted Loan would have been subject to reportingDisposal contemplated under the Equity Transfer Agreement is exempted from the circular, announcement independent financial advice and Independent Shareholders’ approval requirements under Chapter 20 pursuant to Rule 14A.101 of the GEM Listing Rules. Further, pursuant to Rule 17.15 given that one or more of the GEM applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but none of such percentage ratios is 75% or above, the Disposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a disclosure obligation arose when major transaction. In this connection, the Company entered into has obtained a written approval for the Entrusted Loan Equity Transfer Agreement as and the provision Disposal in accordance with Rule 14.44 of the Entrusted Loan exceeded the 8% threshold Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17Company, 19 and 20 representing approximately 69.96% of the GEM Listing Rules issued share capital of the Company as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As Smart Charmer Limited has the Entrusted Loan right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively soughtDisposal. AccordinglyAs such, the Company will is not required to convene a special general meeting to consider and approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Equity Transfer Agreement and the Independent Shareholders in relation to the Entrusted Loan Disposal as if there shall be a general meeting permitted under Rule 14.44 of the Company Listing Rules. As none of the Directors is considered to approve have a material interest in the Entrusted Loan AgreementDisposal, no Director was required to abstain from voting on the resolution of the Board in respect of the Disposal. A circular containing, among othersother things, further details information in respect of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Disposal will be despatched to the Shareholders as soon as practicablefor their information on or before 24 June 2016. In order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of this announcement.

LISTING RULES IMPLICATIONS. The provision Hanergy Holding is the controlling Shareholder of the Entrusted Loan by Company and is therefore a connected person of the Company to Nanyang Properties constituted a discloseable transaction under the Listing Rules. As such, the entering into of the Master Supply Agreement and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 19 14A of the GEM Listing Rules and would have been Rules, which is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary , and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval at the SGM by way of poll under Chapter 14A of the Entrusted Loan could not Listing Rules. Hanergy Holding and its associates are required to abstain from voting on the resolution to be retroactively sought. Accordingly, proposed at the Company will not convene a general meeting SGM to approve the Entrusted LoanMaster Supply Agreement and the Annual Caps. An Hanergy Holding and its associates were interested in 30,452,024,510 Shares, representing approximately 73.14% of the issued share capital of the Company. Save for ▇▇. ▇▇ ▇▇▇▇▇ who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Master Supply Agreement and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolutions to approve the Master Supply Agreement and the transactions contemplated thereunder. The Independent Board Committee will be (which consists all the independent non-executive Directors) has been established to consider the terms of the Master Supply Agreement (including the Annual Caps) and to advise the Independent Shareholders as to whether the terms of the Master Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in relation the interests of the Company and the Shareholders as a whole, and to advise the Entrusted Loan. An Independent Financial Adviser will be appointed Shareholders after taking into account the recommendations given by the independent financial adviser. The Company has appointed ▇▇▇▇▇▇ Financial as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to consider the Entrusted Loan as if there shall be a general meeting terms of the Company to approve Master Supply Agreement (including the Entrusted Loan AgreementAnnual Caps) and the transactions contemplated thereunder. A circular containing, among othersother things, further details of the Entrusted Loan Master Supply Agreement together with and the transactions contemplated thereunder, a letter of recommendation from the Independent Board Committee to the Independent Shareholders and Committee, a letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Master Supply Agreement and a notice convening the SGM will be despatched to the Shareholders as soon as practicablewithin 15 business days after publication of this announcement in compliance with the Listing Rules.

LISTING RULES IMPLICATIONS. The provision As the Option Consideration payable by Balmain Asia or, as the case may be, Stella Fashion, for the exercise of the Entrusted Loan by Options will only be determined with reference to the EBITDA of Ex- PRC JVC or, as the case may be, PRC Distribution JVC, and their respective subsidiaries, at the time of exercise of the Options, the highest possible monetary value for the exercise of the Options cannot be ascertained as at the date of this announcement. Under Rule 14.76 of the Listing Rules, the grant, acquisition and exercise of the Options under the Joint Venture Agreements constitute a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been therefore are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 In the event that the actual monetary value for the Option Consideration payable or receivable by the Group upon exercise of the GEM Options results in the disposal of the Ex-PRC JVC Option Shares or, as the case may be, the acquisition of the PRC Distribution JVC Option Shares upon exercise of the Options falling within a higher classification of notifiable transaction under Chapter 14 of the Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement shall make an announcement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to soon as practicable and shall comply with the relevant provisions additional requirements of such higher classification under Chapters 17, 19 and 20 Chapter 14 of the GEM Listing Rules at Rules. So far as the time when it entered into Directors are aware of after making reasonable enquiries, none of the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon Shareholders would have been fully repaid required to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, abstain from voting if the Company will not were to convene a general meeting to approve for the Entrusted Loan. An Independent Board Committee will be established to advise approval of the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Joint Venture Agreements and the Independent transactions contemplated thereunder. As such, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44(2) of the Listing Rules. The Relevant Shareholders, a closely allied group of Shareholders holding 504,319,737 Shares in relation to aggregate representing approximately 63.49% of the Entrusted Loan as if there shall be a issued share capital of the Company, have given their written approval on the entering into of the Joint Venture Agreements and the transactions contemplated thereunder, including the grant, acquisition and exercise of the Options. Accordingly, no extraordinary general meeting of the Company to approve will be convened for the Entrusted Loan Agreementpurpose of approving the Joint Venture Agreements and the transactions contemplated thereunder (including the grant, acquisition and exercise of the Options). A circular containing, among othersother information, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee Joint Venture Agreements and the Independent Shareholders transactions contemplated thereunder will be despatched dispatched to the Shareholders for their reference as soon as practicable.practicable but in any event not later than 22 June 2011. PRC Distribution JVC will become the Company’s subsidiary after Completion. As Balmain Asia will become a substantial shareholder of PRC Distribution JVC after Completion, holding 40% of its entire issued share capital (without taking into account the exercise of the PRC Distribution JVC Call Option or the PRC Distribution JVC Put Option), and Balmain Asia will hold 60% of the entire issued share capital of Ex-PRC JVC (without taking into account the exercise of the Ex-PRC JVC Call Option or the Ex-PRC JVC Put Option) and Ex-PRC JVC is therefore an associate of Balmain Asia, both Balmain Asia and Ex-PRC JVC will become connected persons of the Company after the Completion. For so long as they remain as connected persons of the Company, any transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will constitute continuing connected transactions of the Company after Completion. Nevertheless, as these transactions will constitute continuing connected transactions only because they involve a person who is a connected person of the Company only by virtue of its relationship with PRC Distribution JVC, being the Company’s subsidiary, and the value of PRC Distribution JVC’s total assets, profits and revenue are expected to represent less than 10% under the relevant percentage ratios as defined under Rule 14.04(9) of the Listing Rules after the Completion, the Directors expected that the transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will be exempted from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Rule 14A.33(4) of the Listing Rules. The Company will re-comply with the applicable requirements under Chapter 14A of the Listing Rules as and when PRC Distribution JVC no longer meets the exemption requirements under Rule 14A.33(4) of the Listing Rules. Cordwalner Bonaventure Inc., holder of an aggregate of 246,412,214 Shares as at the date of this announcement, is and has been the Company’s controlling shareholder since the Company’s listing in July 2007. The other Relevant Shareholders, which are investment holding companies beneficially owned or controlled by certain Directors, senior management and/or employees of the Group or their respective family members, are shareholders of Cordwalner Bonaventure Inc. holding about 99.69% of its issued share capital. These Directors, senior management and/or employees of the Group or their respective family members have been the ultimate beneficial owners of Cordwalner Bonaventure Inc. since the Company’s listing. The respective interests of the Relevant Shareholders in the Shares and relationship among the Relevant Shareholders are summarised in the table below: Cordwalner Bonaventure Inc. 246,412,214 Owned as to 99.69% by the some of (incorporated in the BVI) (31.02%) the other Relevant Shareholders A Plus Investment Ltd. 23,832,860 Senior management and employees (incorporated in Samoa) (3.00%) of the Group Giant Victory Enterprise Co., Ltd. 32,108,821 Family members of Mr. ▇▇▇▇ ▇▇-▇▇▇▇ (incorporated in Samoa) (4.04%) ▇▇▇▇▇▇▇▇, an executive Director Blue Diamond Investment Corp. 21,921,870 Wholly-owned by Mr. ▇▇▇▇ ▇▇-▇▇▇▇ (incorporated in Samoa) (2.76%) ▇▇▇▇▇▇▇▇, an executive Director Best Trace Limited 1,506,480 Family members of Mr. ▇▇▇▇ ▇▇-▇▇▇▇ (incorporated in the BVI) (0.19%) ▇▇▇▇▇▇▇▇, an executive Director Merci Capital Limited 28,551,674 Wholly-owned by ▇▇. ▇▇▇▇▇▇ ▇▇▇- (incorporated in the BVI) (3.59%) ▇▇▇▇▇, ▇▇▇▇, an executive Director Name of the Relevant Shareholders (place of incorporation) Number and percentage ofShares The beneficial owner(s) of the Relevant Shareholders Perfect Epoch Limited 26,205,289 Wholly-owned by ▇▇. ▇▇▇▇ ▇▇▇▇- (incorporated in the BVI) (3.30%) ▇▇▇▇▇, ▇▇▇▇, an executive Director Cassini Inc. 23,610,264 Directors and senior management of (incorporated in the BVI) (2.97%) the Group Huygens Inc. 28,472,442 Senior management and employees (incorporated in the BVI) (3.58%) of the Group Enceladus Investment Inc. 13,450,685 Senior management and employees (incorporated in the BVI) (1.69%) of the Group Xanadu Plus Inc. 8,514,388 Senior management and employees (incorporated in the BVI) (1.07%) of the Group Atelier One Inc. 12,482,750 Senior management and employees (incorporated in the BVI) (1.57%) of the Group Atelier Two Inc. 25,460,000 Senior management and employees (incorporated in the BVI) (3.21%) of the Group Atelier Three Inc. 11,790,000 Senior management and employees (incorporated in the BVI) (1.48%) of the Group 504,319,737 (63.49%) In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

LISTING RULES IMPLICATIONS. The provision As of the Entrusted Loan date of this announcement, China Vanke is entitled to control the voting rights of 660,602,000 Shares, representing approximately 57.12% of the total issued share capital of the Company (excluding 11,560,200 Shares held by the Company to Nanyang Properties constituted as treasury shares and 3,512,200 Shares repurchased but not yet cancelled), and thus China Vanke is the Controlling Shareholder of the Company. Shanghai Vanke Investment is a discloseable transaction wholly-owned subsidiary of China Vanke. Therefore, China Vanke and Shanghai Vanke Investment are connected persons of the Company under Chapter 19 14A of the GEM Listing Rules. The transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company. Pursuant to Rules 14.22, 14A.81 and would have been 14A.82 of the Listing Rules, as the transaction contemplated under the Equity Transfer Agreement and the Previous Transactions were entered into or completed with parties who are connected within a 12-month period, the transaction contemplated under the Equity Transfer Agreement and the Previous Transactions are required to be aggregated. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Equity Transfer Agreement, on an aggregated basis with the Previous Transactions, exceed 5% but are less than 25%, the transaction contemplated under the Equity Transfer Agreement (i) constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules, and is subject to the reporting and announcement requirements. The provision requirements under Chapter 14 of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary Listing Rules; and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been (ii) is subject to the reporting, announcement announcement, annual review, circular and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established has been formed to advise the Independent Shareholders in relation to connection with the Entrusted Loanterms of the Equity Transfer Agreement and the transaction contemplated thereunder. An Red Sun Capital Limited has been appointed as the Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation this regard. The Company will convene a GM for the Independent Shareholders to consider and, if thought fit, approve the Entrusted Loan as if there shall be a general meeting terms of the Company Equity Transfer Agreement and the transaction contemplated thereunder. China Vanke is deemed to approve have a material interest in the Entrusted Loan Equity Transfer Agreement. A Therefore, China Vanke and its associates will abstain from voting in respect of any of the above ordinary resolutions to be proposed at the GM. As additional time is required for the Company and the Independent Financial Adviser to prepare the relevant information for inclusion in the circular, the Company anticipates to despatch such circular containing, among othersother things, further details (i) detailed information of the Entrusted Loan terms of the Equity Transfer Agreement together with and the transaction contemplated thereunder; (ii) a letter from the Independent Board Committee with its recommendation to the Independent Shareholders and Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched Shareholders; and (iv) a notice convening the GM to the Shareholders on or before April 30, 2025, which is more than 15 business days from the date of this announcement. The Board announces that on March 31, 2025, Shanghai Vanke Investment (as soon the Vendor) and Onewo Business Enterprise Space Technology (as practicablethe Purchaser) entered into the Equity Transfer Agreement, pursuant to which, the Vendor agreed to sell, and the Purchaser agreed to purchase, the 55% equity interest in Shanghai Xiangda and all rights and interests attached thereto, free from all encumbrances. Upon closing of the Equity Transfer, Shanghai Xiangda will become an indirect wholly-owned subsidiary of the Company, and its financial results will be consolidated into the financial statements of the Group.

LISTING RULES IMPLICATIONS. The provision As the Facility Agreement and the Amendment Agreement were entered into between CMBCCF and the Borrower within a 12-month period, the transactions contemplated under the Facility Agreement and the Amendment Agreement are aggregated for the purpose of determining the highest applicable percentage ratio under Rule 14.22 of the Entrusted Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loan by and the grant of extension of the Loan exceed(s) 25%, the Loan and the grant of the extension of the Loan constitutes a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. FurtherAs at the date of this announcement, CMBC International Investment Limited, a company incorporated in the British Virgin Islands and a controlling shareholder of the Company, which is interested in approximately 60.62% of the issued share capital of the Company, has given the written approval of the Amendment Agreement and such written approval has been accepted in lieu of holding a general meeting for the approval of the Amendment Agreement pursuant to Rule 17.15 14.44 of the GEM Listing Rules. Therefore, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a no general meeting of the Company to approve for the Entrusted Loan Agreementapproval of the Amendment Agreement and the transactions contemplated thereunder will be convened and held. A circular containingsetting out, among others, further details of the Entrusted Loan Amendment Agreement together with a letter from the Independent Board Committee and other information is expected to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders on or before 14 March 2019 in accordance with the Listing Rules. Reference is made to the announcement of the Company dated 17 August 2018 (“Announcement”) in relation to the Facility Agreement pursuant to which CMBCCF, a wholly-owned subsidiary of the Company, agreed to provide the Borrower a loan of HK$500,000,000 (“Loan”) for a period of 6 months from utilisation date. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as soon as practicablethose defined in the Announcement. On 21 February 2019 (after trading hours of the Stock Exchange), CMBCCF entered into an amendment agreement (the “Amendment Agreement”) with the Borrower, pursuant to which CMBCCF has agreed to extend the date of repayment of the Loan until 21 August 2019 (the “Extended Maturity Date”).

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, Xinyuan Real Estate is the controlling shareholder of the Entrusted Loan by Company indirectly holding 52.86% of the issued share capital of the Company to Nanyang Properties constituted and is therefore a discloseable connected person of the Company. As a result, the Agreements and the transactions contemplated thereunder constitute continuing connected transaction of the Company under Chapter 19 14A of the GEM Listing Rules Rules. Since the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5%, the Commercial Assets Entrusted Operation Framework Agreement and would have been the transactions contemplated thereunder are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to annual reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherSince the highest applicable percentage ratio (as defined in the Listing Rules) exceeds 5%, pursuant the Assets Sales Agency and Operation Services Framework Agreement and the transactions contemplated thereunder are subject to Rule 17.15 the annual reporting, announcement and the independent shareholders’ approval requirements under Chapter 14A of the GEM Listing Rules. Since ▇▇. ▇▇ ▇▇▇▇▇, an independent non-executive Director, is also an independent non- executive director of 鑫苑(中國)置業有限公司 (Xinyuan (China) Real Estate Co., Ltd*) (a disclosure obligation arose when wholly-owned subsidiary of Xinyuan Real Estate), he had abstained from voting on the Company entered into Board resolutions approving the Entrusted Loan Agreement Agreements. Save as the provision disclosed above, none of the Entrusted Loan exceeded Directors had a material interest in the 8% threshold Agreements and the transactions respectively contemplated thereunder and no Director was required under the Listing Rules to abstain from voting on the relevant Board resolutions. Xinyuan Real Estate is a company incorporated with limited liability in the Cayman Islands and the shares of which are listed on the assets ratioNew York Stock Exchange (stock code: XIN). The Company admits that it had overlooked It is principally engaged in real estate development and currently operates in 17 cities over the requirements to comply PRC. Xinyuan Real Estate Group focuses on developing large scale quality residential projects with the relevant provisions under Chapters 17, 19 aim of providing middle-class consumers with a comfortable and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreementconvenient community life. The Company has forthwith admitted the breaches In addition to the Stock Exchange and residential projects, Xinyuan Real Estate Group has taken steps to rectify also developed several shopping malls in the breach, including by way of this announcementPRC. As the Entrusted Loan and the interest accrued thereon have been fully repaid In addition to the CompanyPRC market, Xinyuan Real Estate Group also keeps exploring opportunities globally to expand its operation to overseas markets (including several cities in the United States, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee United Kingdom and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableMalaysia).

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, the Project Company is an indirect non-wholly owned subsidiary of the Entrusted Loan Company of which 51% of its equity interest is owned by the Company to Nanyang Properties constituted Group, and the remaining 49% equity interest is owned by Guizhou Guian Asset Investment. As Guizhou Guian Asset Investment is a discloseable transaction under Chapter 19 substantial shareholder of the GEM Project Company and hence a connected person of the Company at the subsidiary level, the Entrustment Agreement constitutes a connected transaction of the Company under the requirement of Chapter 14A of the Listing Rules Rules. Pursuant to Rule 14A.101 of the Listing Rules, a connected transaction between the listed issuer’s group and would a connected person at the subsidiary level on normal commercial terms or better is exempt from the circular, independent financial advice and shareholders’ approval requirements if: (1) the listed issuer’s board of directors have been approved the transactions; and (2) the independent non-executive directors have confirmed that the terms of the transaction are fair and reasonable, the transaction is on normal commercial terms or better and in the interests of the listed issuer and its shareholders as a whole. The Company has obtained the approval from the Board (including the independent non- executive Directors except for ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ who had abstained from voting on the Board resolutions) regarding the Supplemental Agreement, the Entrustment Agreement and the transactions contemplated thereunder respectively, and the Directors (including the independent non-executive Directors except for ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ who had abstained from voting on the Board resolutions) have confirmed that the terms of the Supplemental Agreement, Entrustment Agreement and the transactions contemplated thereunder respectively are fair and reasonable, and that the aforementioned transactions are on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole. As such, pursuant to Rule 14A.101 of the Listing Rules, the Supplemental Agreement, the Entrustment Agreement and the transactions contemplated thereunder are only subject to the reporting and announcement requirements. The provision of , and are exempted from the Entrusted Loan by the Company to Nanyang Properties also constituted circular, independent financial assistance provided by the Company not in the ordinary advice and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.

LISTING RULES IMPLICATIONS. The provision As the Customers are associated with each other and the Loan Agreements were entered on the same day, the transactions contemplated under the Loan Agreements are required to be aggregated pursuant to Rule 14.22 of the Entrusted Loan by Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of the Loans exceeds 5% but is less than 25%, the advance of the Loans constitutes discloseable transactions of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting notification and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Pursuant to Rule 17.15 14.58(2) of the GEM Listing Rules, the identities of the Customers, the Mortgagor and their ultimate beneficial owners are required to be disclosed. Since (i) the advance of the Loans is not regarded as a disclosure obligation arose when material transaction of the Company entered into as compared to the Entrusted Loan Agreement Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the provision Customers, the Mortgagor and their ultimate beneficial owners have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the Entrusted Loan exceeded the 8% threshold identities of the assets ratio. The Company admits that it had overlooked Customers, the requirements Mortgagor and their ultimate beneficial owners does not reflect their financial standing or repayment abilities and thus will serve little purpose in assisting the Shareholders to comply with evaluate their creditworthiness and the relevant provisions under Chapters 17, 19 risks and 20 exposure of the GEM Listing Rules at Loans; and (iv) the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted made alternative disclosures in respect of the breaches Loans in this announcement, including but not limited to the details of the mortgaged properties and the loan-to-value ratio of the collaterals in respect of the Loans, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loans as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange and has taken steps to rectify the breachExchange, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the CompanyStock Exchange has granted, the Independent Shareholders’ approval a waiver from strict compliance with Rule 14.58(2) of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision Given that the Loan Agreement and the Supplemental Loan Agreement are entered into by the same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and are required to be aggregated pursuant to Rule 14.22 of the Entrusted Listing Rules. As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the Aggregated Transactions is more than 5% but less than 25%, the entering into the Supplemental Loan by Agreement and the Company to Nanyang Properties constituted transaction contemplated thereunder constitute a discloseable transaction under Chapter 19 of the GEM Company pursuant to Rule 14.06 of the Listing Rules and would have been which is subject to the reporting and announcement requirements. The provision of requirements but exempt from the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements requirement under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Reference is made to Rule 17.15 the announcement of the GEM Listing Rules, a disclosure obligation arose when Company dated 29 December 2017 (the Company entered into the Entrusted Loan Agreement as “Announcement”) in relation to the provision of the Entrusted Loan. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan exceeded Agreement”), pursuant to which the 8% threshold Lender agrees to extend the maturity date of the assets ratioLoan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 terms of the GEM Listing Rules Supplemental Loan Agreement were arrived at by the time when it entered into parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the Entrusted Loan Agreementcommercial practice and the amount of the Loan. The Company has forthwith admitted Board considers that the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval terms of the Entrusted Supplemental Loan could not be retroactively sought. Accordingly, Agreement are fair and reasonable and are in the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting interests of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicablea whole. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS. The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of ▇▇. ▇▇, an executive Director and the total value ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherAs Vendor 1 and Vendor 2 are associates of ▇▇. ▇▇, pursuant ▇▇. ▇▇ is considered to Rule 17.15 have a material interest in the Acquisition and has abstained from voting on the board resolutions of the GEM Listing RulesCompany to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a disclosure obligation arose when material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company entered into to approve the Entrusted Loan Agreement as and the provision transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the Entrusted Loan exceeded the 8% threshold entire issued share capital of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules Company) as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As , and its associates shall be required to abstain from voting on the Entrusted Loan resolution of the Company in approving the Agreement and the interest accrued thereon have been fully repaid transactions contemplated thereunder at the SGM. Save for the aforementioned and to the Companybest knowledge, the Independent Shareholders’ approval information and belief of the Entrusted Loan could not be retroactively sought. AccordinglyDirectors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company will not convene a general meeting to approve in approving the Entrusted LoanAgreement and the transactions contemplated thereunder at the SGM. An The Independent Board Committee will be comprising all the independent non-executive Directors has been established to advise give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in relation the interests of the Company and the Shareholders as a whole and as to voting at the Entrusted LoanSGM. An Independent Financial Adviser independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreementthis regard. A circular containing, among othersother things, further (i) details of the Entrusted Loan Agreement together with a letter Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee to in respect of the Independent Shareholders and a Acquisition; (iv) the letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee and the Independent Shareholders will in respect of the Acquisition; and (v) the notice of the SGM is expected to be despatched to the Shareholders as soon as practicableon or before 13 February 2018.

LISTING RULES IMPLICATIONS. The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant applicable percentage ratios of the Entrusted Loan Agreement were Subscription (on a standalone basis and when aggregated with the Group’s prior investment in Neutron Private Equity Fund Limited with an investment amount of approximately HK$403.0 million pursuant to Rule 14.22 of the Listing Rules by virtue of the mentioned investment in Neutron Private Equity Fund Limited and the Subscription constituting a series of transactions made within a 12-month period) are more than 2.525% and but less than 100%, the total value Subscription constitutes a major transaction for the Company under Chapter 14 of the assistance exceeded HK$10,000,000Listing Rules which is subject to, among other things, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Shareholders. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, no Shareholder has a material interest in the Subscription and accordingly, no Shareholder is required to abstain from voting on the Subscription. Grand Beauty, being the controlling Shareholder holding 312,504,625 Shares (representing approximately 69.29% of the issued Shares as at the date of this announcement), has given its written approval for the Subscription and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. FurtherAccordingly, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent no physical Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed held by the Company to advise for approving the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan AgreementSubscription. A circular containing, among othersother things, further details information relating to the Subscription and Neutron Property is required under Rule 14.41(a) of the Entrusted Loan Agreement together with a letter from the Independent Board Committee Listing Rules to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.within 15 business days from the date of this announcement. As additional time is needed for the Company to compile the information required for the circular, an application will be made to the Stock Exchange for a waiver for the strict compliance with Rule 14.41(a) of the Listing Rules and extending the deadline for the despatch of the circular to a date on or before 17 August 2015. After the Stock Exchange trading hours on 29 June 2015, an application for the subscription of new Neutron Property Shares has been made by Swift Boom (an indirect wholly-owned subsidiary of the Company) by executing and sending the Agreement, and making payment of the subscription monies of US$55.0 million (equivalent to approximately HK$426.3 million), to the Administrator. Details of the Agreement are set out below: 29 June 2015

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios in respect of the Acquisition as calculated under Rule 14.07 of the Listing Rules is greater than 25% and all the applicable percentage ratios are less than 100%, the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder constitute a major transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 To the best of the GEM Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the transactions contemplated under the Sale and Purchase Agreement and therefore no Shareholders are required to abstain from voting if an extraordinary general meeting was to be convened for the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder (including the Acquisition). Pursuant to the Listing Rules, shareholders’ approval is required for a disclosure obligation arose when major transaction. However, the Company entered into has obtained a written approval for the Entrusted Loan Sale and Purchase Agreement as and the provision transactions contemplated therein (including the Acquisition) in accordance with Rule 14.44 of the Entrusted Loan exceeded the 8Listing Rules from Smart Charmer, a Shareholder which holds 3,365,883,000 Shares, representing approximately 69.95% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 issued share capital of the GEM Listing Rules Company as of the date of this announcement. Smart Charmer has the right to attend and vote at the general meeting (if convened) to approve such transactions. As such, the Company is not required to convene an extraordinary general meeting for this purpose as is permitted under Rule 14.44 of the Listing Rules. In order to allow sufficient time when it entered into to prepare the Entrusted Loan Agreement. The information to be included in the Circular, the Company has forthwith admitted the breaches will apply to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval for a waiver from strict compliance with Rule 14.41(a) of the Entrusted Loan could not be retroactively sought. AccordinglyListing Rules, which requires the Company will not convene a general meeting Circular to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicablewithin 15 business days after the publication of this announcement. The Circular is expected to be despatched to the Shareholders on or before 31 October 2014.

LISTING RULES IMPLICATIONS. The provision As the Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) and the Pre-Listing Structured Deposit Agreements were entered into with the same bank and were of similar nature and within a 12-month period, the Entrusted Loan by Post-Listing Structured Deposit Agreements (including the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of Structured Deposit Agreement (September 2021)) shall be aggregated with the GEM Pre-Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business Structured Deposit Agreements, for the benefit purpose of a connected person. As calculating the relevant percentage ratios pursuant to Rule 14.22 of the Entrusted Loan Agreement were more than 2.5% and Listing Rules. As the total value highest applicable ratio of the assistance exceeded HK$10,000,000Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)), as aggregated with the Pre-Listing Structured Deposit Agreements, exceeds 25% but is less than 100%, the Entrusted Loan would have been Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) constitutes major transactions for the Company and therefore shall subject to the reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 To the best of the GEM Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on, any resolution to approve, confirm and/or ratify the Post-Listing Rules, a disclosure obligation arose when Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) if the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements were to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve approve, confirm and/or ratify the Entrusted Loansame. An Independent Board Committee The Company has received written certificate to approve, confirm and ratify the Post-Listing Structured Deposit Agreements (including the Structured Deposit Agreement (September 2021)) from Niusanping Limited and Niujian Limited, being a closely allied group of Shareholders, which together hold 375,000,000 issued shares of the Company (representing approximately 74.18% of the total issued shares of the Company) as at the date of this announcement, in accordance with Rule 14.44 of the Listing Rules. No Shareholders’ meeting will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed convened by the Company to advise approve, confirm and/or ratify the Independent Board Committee and Post-Listing Structured Deposit Agreements (including the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Structured Deposit Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable(September 2021)).

LISTING RULES IMPLICATIONS. The provision Rights Issue, if proceeded with, will increase the issued share capital of the Entrusted Loan Company by more than 50%, In accordance with Rule 7.19A and Rule 7.27A of the Listing Rules, the Rights Issue is conditional on approval by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 Independent Shareholders (comprising both the Qualifying Shareholders and the Non-Qualifying Shareholders) at the SGM at which the controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the GEM Company and their respective associates shall abstain from voting in favour of the resolution(s) relating to the Rights Issue at the SGM. As at the date of this announcement, the Company does not have any controlling shareholders. As such, the Directors (excluding independent non-executive Directors) and their associates shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. The Underwriter, Eastmount Global Limited, is wholly-owned by the trustee of a family trust under which ▇▇. ▇▇ ▇▇▇▇▇▇, being an executive Director, is a discretionary beneficiary. The Underwriter shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. Save for the interest of ▇▇. ▇▇ ▇▇▇▇▇▇ in the Shares held by the Underwriter through her role as a discretionary beneficiary of the discretionary trust by virtue of Part XV of the SFO as disclosed above, as at the date of this announcement, none of the Directors holds any Shares. Further, the Underwriter, Eastmount Global Limited, is a substantial shareholder of the Company and therefore a connected person of the Company. Accordingly, the transaction contemplated under the Underwriting Agreement constitute a connected transaction for the Company under the Listing Rules and would have been the Underwriting Agreement is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders Underwriter shall abstain from voting in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders resolution(s) in relation to the Entrusted Loan as if there shall be a general meeting Underwriting Agreement at the SGM pursuant to Rule 14A.36 of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision As of the Entrusted Loan by date of this announcement, the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Company’s controlling shareholder, owns approximately 58.44% of equity interests in Longyuan Power. United Power is therefore an associate of the GEM CHN Energy. As such, United Power is the Company’s connected person, and the transactions between the Group and United Power constitute connected transactions of the Company under the Listing Rules and would have been Rules. As one or more of the applicable percentage ratios for the proposed annual caps in respect of continuing connected transactions contemplated under United Power Master Agreement exceed 5%, the proposed annual caps are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant An Extraordinary General Meeting will be held to Rule 17.15 of seek the GEM Listing Rules, a disclosure obligation arose when approval from the Company entered Independent Shareholders on entering into United Power Master Agreement and the Entrusted Loan proposed annual caps for the continuing connected transactions thereunder. CHN Energy and its associates (including GD Power) will abstain from voting at the Extraordinary General Meeting on resolutions to approve United Power Master Agreement as well as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loanproposed annual caps contemplated thereunder. An Independent Board Committee comprising all the independent non- executive Directors will be established by the Company to advise the Independent Shareholders in relation with regard to the Entrusted Loanfairness and reasonableness of entering into of United Power Master Agreement and the proposed annual caps contemplated thereunder, taking into account the recommendations of an independent financial adviser. An Independent Financial Adviser will be Gram Capital has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreementthis regard. A circular containing, among othersother things, further details information on the entering into of United Power Master Agreement, the Entrusted Loan Agreement together with proposed annual caps contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders and containing the recommendation of the Independent Board Committee, a letter from the Independent Financial Adviser Gram Capital to the Independent Board Committee and the Independent Shareholders will Shareholders, together with a notice to convene the Extraordinary General Meeting to approve, among other things, the entering into of United Power Master Agreement, and the proposed annual caps contemplated thereunder, is expected to be despatched dispatched to the Shareholders as soon as practicablepracticable and within 15 business days after the publication of this announcement.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, Hefei Blogis is a direct wholly-owned subsidiary of China Nanshan. China Nanshan is the holding company of Nanshan Holdings, a substantial shareholder of the Entrusted Loan Company. As such, ▇▇▇▇▇ Blogis is regarded as an associate of Nanshan Holdings, and hence it is a connected person of the Company pursuant to Rule 14A.13(1) of the Listing Rules. Pursuant to the requirement of HKFRS16, the Rooftop Lease under the Hefei Rooftop Lease Agreement will be recognized as the right-of-use assets of the Group for an amount of approximately RMB10,024,769. Accordingly, the Rooftop Lease contemplated under the Hefei Rooftop Lease Agreement constitutes a one-off connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the Rooftop Lease contemplated under the Hefei Rooftop Lease Agreement calculated in accordance with the Listing Rules, on the basis of the value of the right-of-use assets to be recognized by the Company to Nanyang Properties constituted a discloseable transaction Group in connection with the Rooftop Lease, exceeds 0.1% but is less than 5%, the Rooftop Lease contemplated under Chapter 19 of the GEM Listing Rules and would have been Hefei Rooftop Lease Agreement is subject to the reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent but is exempt from independent Shareholders’ approval requirements requirement under Chapter 20 14A of the GEM Listing Rules. FurtherAmong the Directors, pursuant to Rule 17.15 (i) ▇▇. ▇▇▇ ▇▇▇▇ holds directorship in Nanshan Holdings; (ii) ▇▇. ▇▇ ▇▇▇▇▇▇▇ severed as operations director and board secretary of ▇▇▇▇▇ ▇▇▇▇▇▇▇; and (iii) Ms. ▇▇▇▇▇ ▇▇▇ served as deputy director of finance and general manager of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision financial management center of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought▇▇▇▇▇ ▇▇▇▇▇▇▇. Accordingly, they are considered to have material interests in the Company will not convene a general meeting to approve transaction contemplated under the Entrusted LoanHefei Rooftop Lease Agreement. An Independent Board Committee will be established to advise ▇▇. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and Ms. ▇▇▇▇▇ ▇▇▇ had abstained from approving the Independent Shareholders resolutions in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve the Entrusted Loan Hefei Rooftop Lease Agreement. A circular containingSave as disclosed above, among others, further details none of the Entrusted Loan Directors has a material interest in the transaction contemplated under the Hefei Rooftop Lease Agreement together with a letter and none of them has abstained from approving the Independent relevant Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableresolutions.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the JV Agreement and the transactions contemplated thereunder exceed 25%, but all are less than 100%, the JV Agreement and the transactions contemplated thereunder constitute a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is therefore subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reportingnotification, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Under Rule 17.15 14.44 of the GEM Listing Rules, a disclosure obligation arose when written shareholders’ approval for the Company entered into JV Agreement and the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including transactions contemplated thereunder may be obtained by way of this announcement. As shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Entrusted Loan and Company were to convene a general meeting for the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, transactions; and (b) written shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the Company will not convene a voting rights at that general meeting to approve the Entrusted Loantransactions. An Independent Board Committee will be established to advise The Company has obtained written approvals for the Independent JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, ▇▇. ▇▇▇ and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in relation an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued share capital of the Company) as at the date of this announcement. SCHK, ▇▇. ▇▇▇ and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to the Entrusted LoanConcert Group Agreement and thus are a closely allied group of Shareholders. An Independent Financial Adviser will be appointed by To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders or any of their respective close associates have any material interest in the JV Agreement and the transactions contemplated thereunder; and therefore none of them is required to abstain from voting if the Company were to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be convene a general meeting for the approval of the Company to approve JV Agreement and the Entrusted Loan Agreementtransactions contemplated thereunder. A circular containingAs such, among others, further details no general meeting will be convened for the approval of the Entrusted Loan JV Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to transactions contemplated thereunder as is permitted under Rule 14.44 of the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, COLI is the controlling shareholder of the Entrusted Loan Company by virtue of it being interested in approximately 39.63% of the issued share capital of the Company. Accordingly, Huayi Design, being a subsidiary of COLI, is a connected person of the Company. The transactions contemplated under the New Framework Agreement constitute continuing connected transactions of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 14A of the GEM Listing Rules and would have been Rules. As one or more of the applicable percentage ratios calculated for the Company in respect of the Caps is more than 0.1% but all are less than 5%, the transactions contemplated under the New Framework Agreement are only subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent annual review requirements but exempt from the independent Shareholders’ approval requirements requirement under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 The Shareholders should note that the Caps represent the best estimates by the Directors of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision amount of the Entrusted Loan exceeded relevant transactions based on the 8% threshold information currently available. The Caps bear no direct relationship to, nor should they be taken to have any direct bearings on, the Group’s financial or potential financial performance. The Group may or may not engage the Huayi Design Group to provide Services up to the level of the assets ratioCaps, if at all, as its engagement is subject to the tendering procedures which are open to other independent third party service providers. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 None of the GEM Listing Rules at Directors is regarded as having a material interest in the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan New Framework Agreement and the interest accrued thereon have been fully repaid to transactions contemplated thereunder. However, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, being the Chairman and Executive Director of the Company, vice chairman and non-executive director of COLI and director of COHL, and ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, being the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting Non-executive Director of the Company to approve and executive director and vice-president of COLI, have voluntarily abstained from voting on the Entrusted Loan Agreement. A circular containing, among others, further details board resolution(s) of the Entrusted Loan Company approving the New Framework Agreement and the transactions contemplated thereunder. The Group is principally engaged in property investment and development, property leasing and investment holding. The Huayi Design Group, wholly owned by COLI, is mainly engaged in public and civil building engineering design, urban design, residential planning, interior design, preliminary consulting, architectural planning and research. COLI Group is principally engaged in the business of property development and investment, and other operations. CSCEC (a state-owned corporation in the PRC) is the ultimate controlling shareholder of the Company and COLI. CSCEC, together with its subsidiaries (excluding those listed on any stock exchange), is a letter from the Independent Board Committee to the Independent Shareholders conglomerate principally engaged in building construction, international contracting, real estate development and a letter from the Independent Financial Adviser to the Independent Board Committee investment, infrastructure construction and the Independent Shareholders will be despatched to the Shareholders as soon as practicableinvestment and design and prospecting.

LISTING RULES IMPLICATIONS. The provision transactions contemplated under the Contractual Arrangements constitute continuing connected transactions of our Company under the Listing Rules upon [REDACTED] as two of the Entrusted Loan by parties to the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 Contractual Arrangements, namely Xiangshang Investment and Hygeia Hospital Management, are connected persons of our Company. Our Directors (including the independent non-executive Directors) are of the GEM Listing Rules view that the Contractual Arrangements and would the transactions contemplated thereunder are fundamental to the legal structure and business of our Group, that such transactions have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not will be entered into in the ordinary and usual course of business for of our Group, are on normal commercial terms and are fair and reasonable and in the benefit interests of our Company and our Shareholders as a whole. Accordingly, notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements related thereto or renewal of existing transactions, contracts and agreements to be entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, and any member of our Group (the “New Intergroup Agreements”) technically constitute our continuing connected person. As the relevant percentage ratios transactions under Chapter 14A of the Entrusted Loan Agreement were more than 2.5% Listing Rules after the [REDACTED], our Directors consider that, given that our Group is placed in a special situation in relation to the connected transactions rules under the Contractual Arrangements, it would be unduly burdensome and impracticable, and would add unnecessary administrative costs to our Company if such transactions are subject to strict compliance with the total value requirements set out under Chapter 14A of the assistance exceeded HK$10,000,000Listing Rules, the Entrusted Loan would have been subject to reportingincluding, announcement among others, announcement, circular and Independent independent Shareholders’ approval requirements under Chapter 20 requirements. In respect of the GEM Listing Rules. FurtherHospital Management and Operation Agreements, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches we have applied to the Stock Exchange and has taken steps to rectify the breachfor, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid Stock Exchange [has granted], a waiver from strict compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Hospital Management and Operation Agreements pursuant to Rule 14A.105 of the Listing Rules, and (ii) the requirement of limiting the term of the Hospital Management and Operation Agreements to three years or less under Rule 14A.52 of the Listing Rules, subject to the Company, condition that the Independent Shareholders’ approval of the Entrusted Loan could annual caps stated above are not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableexceeded.

LISTING RULES IMPLICATIONS. The provision As the highest of the Entrusted Loan applicable percentage ratios in respect of the transactions contemplated by the Company to Nanyang Properties constituted Agreement is greater than 5% but less than 25%, as calculated under Rule 14.07 of the Listing Rules, the Transactions under the Agreement constitutes a discloseable transaction for the Company and is subject to notification and publication requirements under Chapter 19 14 of the GEM Listing Rules. HHII is a substantial shareholder of ▇▇▇▇▇▇ ▇▇▇▇▇▇, an indirectly non wholly-owned subsidiary of the Company. Therefore, HHII is a connected person of the Company under the Listing Rules and would have been the Transaction also constitutes a connected transaction of the Company under the Listing Rules. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Transaction exceed 5% but is less than 25%, the Transaction is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules As at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid , to the Company, the Independent Shareholders’ approval best knowledge of the Entrusted Loan could not be retroactively sought. AccordinglyDirectors, in the Company will not convene event a general meeting was required to approve be convened, no Shareholder would be required to abstain from voting thereat as no Shareholder has any interest in the Entrusted LoanAgreement which is different from the other Shareholders. An The Independent Board Committee will be Committee, comprising all the independent non-executive Directors, namely ▇▇. ▇▇▇ ▇▇▇ Ki, Mr. ▇▇ ▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇, has been established to consider the terms of the Transaction and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether they are on normal commercial terms, fair and reasonable and in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by interests of the Company to advise and the Shareholders as a whole. None of the members of the Independent Board Committee and has any interest or involvement in the transactions contemplated under the Agreement. The Independent Shareholders Board Committee will form its view in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve terms of the Entrusted Loan AgreementTransaction after obtaining and considering the advice from the independent financial adviser. A circular containing, among othersother things, further details (i) information on the Transaction; (ii) the recommendation of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to in respect of the Independent Shareholders Transaction; (iii) the advice of the independent financial adviser regarding the terms of the Transaction; and a letter from (iv) other information as required under the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will Listing Rules, shall be despatched to the Shareholders. Pursuant to Rule 14.41 of the Listing Rules, the Company is required to despatch to the Shareholders a circular in relation to the Transaction within 15 business days (as soon defined under the Listing Rules) after the publication of this announcement, that is, on or before 17 October 2014. The Company may not be able to despatch the circular within such period due to the time required to prepare the relevant financial and other information to be included in the circular under the Listing Rules, in which case the Company shall make a further announcement of any expected delay in despatch of the circular in due course. The Company has received a written approval of the Agreement and the transactions contemplated thereunder from Vigor Online which holds approximately 73.65% in nominal value of the issued Shares giving the right to attend and vote at general meetings of the Company. Accordingly, no general meeting for the Shareholders’ approval of the Agreement and the transactions contemplated thereunder will be held pursuant to Rule 14A.36 of the Listing Rules. A waiver will be sought from the Stock Exchange pursuant to Rule 14A.37 of the Listing Rules from compliance with the requirements to hold a general meeting for the purposes of approving the Agreement and the transactions contemplated thereunder. A further announcement will be made as practicableand when appropriate.

LISTING RULES IMPLICATIONS. The Subscription and the provision of the Entrusted Facility together constitute a major transaction for the Company under the Listing Rules and are therefore subject to the reporting, announcement and Shareholders’ approval requirements. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder or its/his associate(s) has a material interest in the Subscription Agreement, the Shareholders Agreement, the Loan Agreement and the respective transactions contemplated thereunder and accordingly, no Shareholder is required to abstain from voting if the Company were to convene a Shareholders’ meeting for approving these agreements and the respective transactions contemplated thereunder. As at the date of this announcement, Selective Choice Investments Limited, an indirect wholly-owned subsidiary of ITC Corporation Limited, and Fortune Crystal Holdings Limited, which is wholly-owned by ▇▇. ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇, hold 290,178,433 Shares and 209,757,748 Shares respectively. Dr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ is the controlling shareholder of ITC Corporation Limited and ▇▇. ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ is the spouse of Dr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇. The Company intends to obtain the written Shareholders’ approval from Selective Choice Investments Limited and Fortune Crystal Holdings Limited, which in aggregate hold 499,936,181 Shares representing approximately 58.12% of the existing issued share capital of the Company, in respect of the Subscription Agreement, the Shareholders Agreement, the Loan Agreement and the respective transactions contemplated thereunder prior to the despatch of the circular by the Company. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from Selective Choice Investments Limited and Fortune Crystal Holdings Limited will be accepted in lieu of holding a general meeting of the Shareholders. Accordingly, no physical Shareholders’ meeting will be held by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% approve these agreements and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent respective transactions contemplated thereunder if such written Shareholders’ approval requirements under Chapter 20 is obtained. Pursuant to Rule 14.41(a) of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when circular containing, among other things, information relating to the Company entered into Subscription Agreement, the Entrusted Shareholders Agreement and the Loan Agreement as Agreement, the provision financial and other information of the Entrusted Loan exceeded Group and the 8% threshold JV Group, the unaudited pro forma financial information of the assets ratio. The Company admits that it had overlooked Group assuming Completion takes place and other information as required under the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches shall be despatched to the Stock Exchange and has taken steps to rectify the breach, including by way Shareholders within fifteen (15) Business Days after publication of this announcement. As additional time is required for the Entrusted Loan Company to prepare the relevant information including the financial and other information of the JV Group and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval unaudited pro forma financial information of the Entrusted Loan could not be retroactively sought. AccordinglyGroup assuming Completion takes place for inclusion in the circular, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation apply to the Entrusted Loan. An Independent Financial Adviser will be appointed by Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Company to advise Listing Rules and for an extension of the Independent Board Committee and deadline for the Independent Shareholders in relation to despatch of the Entrusted Loan as if there shall be a general meeting circular of the Company to approve the Entrusted Loan Agreement. A circular containinga date on or before 29th July, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable2016.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, Eastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.20% of the Entrusted Loan by Shares through its wholly-owned subsidiary, namely Beijing Infrastructure Investment (Hong Kong) Limited, thus BII is the ultimate holding company of the Company to Nanyang Properties constituted and Eastern Creation II is therefore a discloseable connected person of the Company under the Listing Rules. Therefore, the transaction contemplated under the Loan Extension Agreement and the New Share Charge Agreement constitutes a connected transaction for the Company under Chapter 19 14A of the GEM Listing Rules and would have been subject to reporting and announcement requirementsRules. The provision As certain applicable percentage ratios in respect of the Entrusted transaction contemplated under the Loan by Extension Agreement and the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan New Share Charge Agreement were are more than 2.55% and the total value principal amount of the assistance exceeded HK$10,000,000Remaining Loan exceeds HK$10 million, the Entrusted Loan would have been Extension Agreement and the New Share Charge Agreement are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherAn EGM will be convened and held for the Independent Shareholders to consider, pursuant to Rule 17.15 and if thought fit, approve, the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. BII and its associates will abstain from voting at the EGM in respect of the GEM Listing Rulesresolution(s) approving the Loan Extension Agreement, a disclosure obligation arose when the Company entered into New Share Charge Agreement and the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratiotransactions contemplated thereunder. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 Independent Board Committee of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, comprising all the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively soughtindependent non- executive Directors, namely ▇▇. Accordingly▇▇▇ ▇▇▇▇▇▇▇, the Company will not convene a general meeting to approve the Entrusted Loan▇▇. An Independent Board Committee will be ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, has been established to advise the Independent Shareholders in relation to respect of the Entrusted LoanLoan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. An The Independent Board Committee has appointed VC Capital Limited as the Independent Financial Adviser will be appointed by the Company to advise provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve Loan Extension Agreement, the Entrusted Loan AgreementNew Share Charge Agreement and the transactions contemplated thereunder. A circular containing, among othersother things, further details particulars of the Entrusted Loan Extension Agreement and the New Share Charge Agreement, together with a letter from the recommendations of the Independent Board Committee to the Independent Shareholders and Committee, a letter from the Independent Financial Adviser Adviser, and a notice convening the EGM is expected to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableon or before 12 November 2021.

LISTING RULES IMPLICATIONS. The provision of Since the Entrusted Loan by arrangement contemplated under the Framework Agreement will constitute a non- exempt continuing connected transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches is subject to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, independent shareholders of the Company will not at general meeting unless the conditions in Rule 14A.43 can be satisfied, in which case a written shareholder’s approval as referred to therein may be accepted in lieu of holding a formal shareholders' meeting of the Company. As GDH holds 536,380,868 shares of the Company (approximately 59.23% of the Company's existing issued share capital) giving the right to attend and vote at the Company's shareholders' meeting, and none of the shareholders of the Company is required to abstain from voting if the Company were to convene a general meeting for the purpose of approving the Continuing Connected Transaction, and the Company is in the process of obtaining a written approval from GDH to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders Continuing Connected Transaction in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be lieu of holding a general formal shareholders' meeting of the Company (and the Company does not foresee any difficulty in obtaining such approval), upon the receipt of GDH’s approval as aforesaid and the Stock Exchange granting the waiver pursuant to approve Rule 14A.43, no shareholders' meeting of the Entrusted Loan AgreementCompany will therefore be required for the said purposes of the Listing Rules. A circular containing, among others, (i) further details of the Entrusted Loan Agreement together with Continuing Connected Transaction; (ii) a letter from the Independent Board Committee independent board committee of the Company to the Independent Shareholders independent shareholders of the Company in relation to the Continuing Connected Transaction; and (iii) a letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee independent board committee and the Independent Shareholders independent shareholders of the Company in relation to the Continuing Connected Transaction, will be despatched sent to the Shareholders as soon as practicableshareholders in due course.

LISTING RULES IMPLICATIONS. The provision As of the Entrusted date of this announcement, the Borrower is ultimately 100% owned by ▇▇. ▇▇▇▇▇ ▇▇, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Company Group to Nanyang Properties constituted Guizhou Energy, a discloseable transaction under Chapter 19 vendor in respect of the GEM Guizhou Acquisition, and that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan is proposed to be made within a 12-months period of the consummation of these acquisitions, the Relevant Transactions are aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules Rules. As one or more of the applicable percentage ratios in respect of the Relevant Transactions, on an aggregate basis, is more than 25%, the Loan and would have been the Guizhou Acquisition constitute major transactions of the Company, and are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked will convene the requirements EGM for the Independent Shareholders to comply with consider and, if thought fit, approve the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to Guizhou Acquisition. ▇▇. ▇▇▇▇▇ ▇▇, Mr. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and their respective associates will abstain from voting at the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted LoanEGM. An Independent Board Committee of the Company will be established formed to advise the Independent Shareholders in relation to respect of the Entrusted LoanLoan and the Guizhou Acquisition. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicablethis regard.

LISTING RULES IMPLICATIONS. The provision As the Lessor was an indirect wholly-owned subsidiary of Huarong Investment, a former listed company on the Stock Exchange, the Credit Framework Agreement was a discloseable transaction of Huarong Investment at the time of the Entrusted Loan entering into of the transaction in 2017. Subsequent to Huarong Investment being privatized by the Company to Nanyang Properties constituted and the listing of its shares being withdrawn in November 2020, the Lessor has become an indirect wholly- owned subsidiary of the Company, and thus the entering into the Settlement Agreement by the Lessor constitutes a discloseable provision of financial assistance by the Group under the Listing Rules. As one of the applicable percentage ratios under the Listing Rules in respect of the Settlement Agreement exceed 25%, the Settlement Agreement constitutes a major transaction for the Company under Chapter 19 14 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been is therefore subject to reporting, announcement announcement, circular, and Independent Shareholders’ approval requirements under Chapter 20 requirements. As none of the GEM Listing RulesDirectors has a material interest in Settlement Agreement, no Director has abstained from voting on the relevant board resolutions. Further, pursuant Pursuant to Rule 17.15 14.44 of the GEM Listing Rules, (i) as no Shareholder has a disclosure obligation arose when material interest in the Settlement Agreement, none of the Shareholders is required to abstain from voting if the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements were to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting for the approval of the Settlement Agreement; and (ii) the Company intends to approve obtain a written shareholders’ approval from Camellia Pacific Investment Holding Limited and Right Select International Limited (佳擇國際有限公司), holding 1,830,117,664 and 2,611,438,440 shares of the Entrusted LoanCompany, respectively (in aggregate representing approximately 51% of the total issued shares of the Company) for the approval of the Settlement Agreement and the transactions contemplated thereunder. An Independent Board Committee As a result, no special general meeting will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed convened by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Settlement Agreement. A circular containingsetting out, among others, (i) further details of the Entrusted Loan Agreement together with a letter from Settlement Agreement; (ii) financial information of the Independent Board Committee Group; and (iii) other information required to be disclosed under the Independent Shareholders and a letter from the Independent Financial Adviser Listing Rules, is expected to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders within 15 business days (as soon defined in the Listing Rules) of the publication of this announcement. However, as practicableno special general meeting will be convened for approving the Settlement Agreement, the circular will be published for Shareholders’ information purpose only and will not contain any notice of the special general meeting.

LISTING RULES IMPLICATIONS. The provision As of the Entrusted date of this announcement, the Borrower is ultimately 100% owned by ▇▇. ▇▇▇▇▇ ▇▇, a former Director in the last 12 months and a substantial shareholder of the Company. As such, the Borrower is an associate thus a connected person of the Company, and the Loan constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given the Loan is proposed to be made by the Company Group to Nanyang Properties constituted Guizhou Energy, a discloseable transaction under Chapter 19 vendor in respect of the GEM Guizhou Acquisition, and given that Guizhou Energy as the Borrower under the Loan is a wholly-owned subsidiary of ZGE Fuliang, a vendor in respect of the Dikuang Acquisition, taking into account the fact that the Loan is proposed to be made within a 12-months period of the consummation of these acquisitions, the Relevant Transactions are aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules Rules. As one or more of the applicable percentage ratios in respect of the Relevant Transactions, on an aggregate basis, is more than 25%, the Loan and would have been the Guizhou Acquisition constitute major transactions of the Company, and are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked will convene the requirements EGM for the Independent Shareholders to comply with consider and, if thought fit, approve the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to Guizhou Acquisition. ▇▇. ▇▇▇▇▇ ▇▇, Mr. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ and their respective associates will abstain from voting at the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted LoanEGM. An Independent Board Committee of the Company will be established formed to advise the Independent Shareholders in relation to respect of the Entrusted LoanLoan and the Guizhou Acquisition. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicablethis regard.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios in respect of the Transaction is more than 25% but all are less than 100%, the Transaction constitutes a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Pursuant to Rule 17.15 14.44 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent written Shareholders’ approval may be accepted in lieu of holding a general meeting of the Entrusted Loan could not be retroactively sought. Accordingly, Company if (i) no Shareholder is required to abstain from voting if the Company will not were to convene a general meeting to approve for the Entrusted Loan. An Independent Board Committee will be established to advise approval of the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Construction Agreement and the Independent Transaction; and (ii) a written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders in relation to who together hold more than 50% of the Entrusted Loan as if there shall be a voting rights at that general meeting of the Company to approve the Entrusted Loan AgreementConstruction Agreement and the Transaction. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, none of the Shareholders has any material interest in the Construction Agreement and the Transaction. Since no Shareholder is required to abstain from voting if a general meeting were to be convened for the approval of the Construction Agreement and the Transaction, a written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. As at the date of this announcement, World Empire, being the controlling Shareholder of the Company holding 150,000,000 Shares, representing approximately 58.2% of the total number of issued Shares of the Company, has given a written Shareholder’s approval with respect to the Construction Agreement and the Transaction. A circular Circular containing, among othersother things, further details of the Entrusted Loan Construction Agreement together with a letter from and other information as required under the Independent Board Committee Listing Rules, is expected to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders on or before 15 December 2020 as soon as practicableadditional time is required for the Company to prepare and finalise certain information relating to indebtedness statements and working capital sufficiency for inclusion in the Circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules in respect of the delay in despatch of the Circular.

LISTING RULES IMPLICATIONS. The provision As at the date of the Entrusted Loan this announcement, whilst HOWO Auto Finance Company’s equity interest is held directly by the Company as to Nanyang Properties constituted a discloseable transaction under Chapter 19 50%, the majority of the GEM Listing Rules board of directors of HOWO Auto Finance Company is appointed and would have been subject to reporting controlled by the Company, and announcement requirements. The provision therefore HOWO Auto Finance Company is a non-wholly owned subsidiary of the Entrusted Loan by Company. Given that CNHTC, the controlling shareholder of the Company, directly holds 20% of HOWO Auto Finance Company’s equity interest as at the date of this announcement, HOWO Auto Finance Company is also a connected subsidiary of the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 14A.16 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene transaction contemplated under the Capital Increase Agreement constitute a general meeting to approve connected transaction under Chapter 14A of the Entrusted LoanListing Rules on the part of the Company. An Independent Board Committee will be established to advise As one or more of the Independent Shareholders applicable percentage ratios (other than the profits ratio) in relation to respect of the Entrusted Loan. An Independent Financial Adviser will be appointed the capital contribution by the Company and Ji’nan Power pursuant to advise the Independent Board Committee Capital Increase Agreement are more than 0.1% but all are less than 5%, the entering into of the Capital Increase Agreement and the Independent Shareholders in relation transaction contemplated thereunder are subject to the Entrusted Loan as if there shall be a general meeting reporting and announcement requirements but are exempt from the independent shareholders’ approval requirement under the Listing Rules. References are made to the announcements of the Company to approve dated 31 March 2016 and 30 August 2017, and the Entrusted Loan Agreement. A circular containingof the Company dated 26 May 2016, respectively in relation to, among others, further details the Terminated Agreements. As mentioned in the paragraph headed “The Capital Increase Agreement — Capital Increase” of this announcement, upon completion of the Entrusted Loan Agreement together Capital Increase and the necessary applications for registration of changes with the relevant PRC authority, HOWO Auto Finance Company will cease to be a letter connected subsidiary of the Company. In view of the aforesaid and given the termination of the Prior Capital Increase Agreement, the Early Termination Agreements shall become effective and, pursuant to which, the Terminated Agreements shall be effective from the Independent Board Committee date when HOWO Auto Finance Company ceased to be a connected subsidiary of the Company. Neither party is required to pay any compensation or penalty to the Independent Shareholders and a letter from other party in respect of the Independent Financial Adviser to early termination of the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableTerminated Agreements.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, the aggregate interest of connected persons of the Entrusted Loan by Company in the Trust exceeds 30%. As such, the Trustee (in its capacity as the trustee of the Trust) and BVI Holding Company are associates of connected persons of the Company to Nanyang Properties constituted a discloseable transaction and therefore, they are connected persons of the Company under Rule 14A.12(1)(b) of the Listing Rules. As such, the Referable Amount Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 19 14A of the GEM Hong Kong Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected personRules. As the relevant highest applicable percentage ratios ratio of the Entrusted Loan proposed annual caps under the Referable Amount Framework Agreement were more exceeds 0.1% but is less than 2.5% 5%, the Referable Amount Framework Agreement and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been transactions contemplated thereunder are subject to the reporting, announcement and Independent Shareholdersannual review requirements but exempt from the independent shareholders’ approval requirements requirement under Chapter 20 14A of the GEM Hong Kong Listing Rules. Further, pursuant Reference is made to Rule 17.15 the announcement of the GEM Listing RulesCompany dated 8 July 2024 in relation to the grant of Restricted Shares. Immediately following the grant of Restricted Shares, a disclosure obligation arose when the aggregate interest of connected persons of the Company in the Trust exceeded 30%. As such, the Trustee and its wholly-owned subsidiary, BVI Holding Company, became associates of connected persons of the Company. The Company’s payments to BVI Holding Company designated by the Trustee for purchasing Restricted Shares in the open market constitute connected transactions of the Company. Given that the Company may make payments to BVI Holding Company during the financial period ending 31 December 2024 to 2026 for purchasing Shares to satisfy the vesting of the Restricted Shares under the Restricted Share Award Scheme, the Company entered into a Referable Amount Framework Agreement with the Entrusted Loan Agreement as Trustee and BVI Holding Company on 8 August 2024, pursuant to which, the provision Company agreed that the relevant payments shall be made by the Company or via the person designated by the Company (including a subsidiary of the Entrusted Loan exceeded Company) with its own funds to BVI Holding Company for purchasing Shares in the 8% threshold open market during the term of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval principal terms of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Referable Amount Framework Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.are set out below: 8 August 2024

LISTING RULES IMPLICATIONS. The provision As the Acquisition concerns an acquisition, and one or more of the Entrusted Loan by applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceed 25% but all such percentage ratios are below 100%, the Acquisition constitutes a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. FurtherThe Acquisition will be subject to the approval by the Independent Shareholders at the EGM. The EGM will be held by the Company for the Shareholders to consider, pursuant and if thought fit, to pass the resolutions to approve the Share Transfer Agreement and the transactions contemplated thereunder. Pursuant to Rule 17.15 2.15 of the GEM Listing Rules, any Shareholder who has a disclosure obligation arose when material interest in the Company entered into Share Transfer Agreement shall abstain from voting to approve the Entrusted Loan Share Transfer Agreement as and the provision transactions contemplated thereunder at the EGM. To the best of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17Directors’ knowledge, 19 and 20 of the GEM Listing Rules as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement, the Vendor holds 47,184,000 Shares, representing approximately 8.97% of the issued Shares of the Company. As The Vendor is not a connected person of the Entrusted Loan Group, and save as aforesaid, is an Independent Third Party of the Company. Given the Vendor’s interest in the Share Transfer Agreement, it is required to abstain from voting in respect of the proposed resolutions for approving the Share Transfer Agreement and the interest accrued thereon have been fully repaid to transactions contemplated thereunder at the Company, EGM. To the Independent Shareholders’ approval best of the Entrusted Loan could not be retroactively sought. AccordinglyDirectors’ knowledge, no Shareholder (other than the Company will not convene a general meeting Vendor) is required to approve abstain from voting at the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan AgreementEGM. A circular containing, among othersother things, further details of the Entrusted Loan Agreement together with a letter from Acquisition and other information as required under the Independent Board Committee Listing Rules, is expected to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableon or before 25 October 2022. Shareholders and potential investors shall note that completion of the Acquisition is subject to the conditions precedent set out in the section headed “Conditions precedent” and may or may not materialize. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

LISTING RULES IMPLICATIONS. The As all of the applicable percentage ratios in respect of the provision of the Entrusted Shareholders Loan by Congshu Internet are less than 5%, the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Shareholders Loan by Congshu Internet does not constitute a notifiable transaction of the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios under Chapter 14 of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. As at the date of this announcement, ▇▇. ▇▇ is (i) an executive Director and chairman of the Board; and (ii) a controlling shareholder of the Company and is therefore a connected person of the Company. Further, as Congshu Management is a 30%-controlled company of ▇▇. ▇▇, Congshu Management is an associate of ▇▇. ▇▇ and is, therefore, a connected person of the Company. ZAXZX is directly wholly-owned by Zhixinglian, which is held as to 51% by Congshu Internet and 49% by Congshu Management. Accordingly, the provision of the Shareholders Loan by Congshu Internet to ZAXZX constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Nevertheless, pursuant to Rule 17.15 14A.89 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Shareholders Loan exceeded by Congshu Internet is fully exempt given that (i) it is conducted on normal commercial terms; and (ii) it is in proportion to the 8% threshold equity interest directly held by Congshu Internet and Congshu Management in ZAXZX and without guarantee. This is a voluntary announcement made by the Company. The Board is pleased to announce that on September 10, 2021 (after trading hours), Congshu Internet, an indirect wholly-owned subsidiary of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17Company, 19 and 20 of the GEM Listing Rules at the time when it Congshu Management entered into the Entrusted Shareholders Loan AgreementAgreement with ZAXZX, pursuant to which Congshu Internet and Congshu Management agreed to provide the Shareholders Loan in an aggregate principal amount of RMB26.00 million, of which RMB13.26 million will be provided by Congshu Internet and RMB12.74 million will be provided by Congshu Management in proportion to their equity interest indirectly held in ZAXZX. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval major terms of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders are set out below: Date : September 10, 2021 (after trading hours) Parties : (i) Congshu Management (as soon as practicable.lender)

LISTING RULES IMPLICATIONS. The provision As each of the Entrusted applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Loan by granted to Customer B is less than 5%, the grant of the Loan does not constitute a notifiable transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 14 of the GEM Listing Rules and would have been subject to reporting and announcement requirementsRules. The provision Notwithstanding the above, as (i) Customer B is the spouse of Merchant C (one of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary ultimate beneficial owners of Customer A) and usual course sister-in-law of business for the benefit of a connected person. As the relevant percentage ratios both Merchant A and Merchant B (both being two of the Entrusted ultimate beneficial owners of Customer A); and (ii) the Loan Agreement and the Existing Loan Agreement were more than 2.5% entered into within a 12-month period, the transactions contemplated under the Loan Agreement and the total value Existing Loan Agreement are required to be aggregated pursuant to Rule 14.22 of the assistance exceeded HK$10,000,000Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of the Loan and the Existing Loan exceeds 5% but is less than 25%, the Entrusted grant of the Loan would have been and the Existing Loan in aggregate constitutes discloseable transactions of the Company and is subject to reporting, notification and announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Pursuant to Rule 17.15 14.58(2) of the GEM Listing Rules, the identities of the Customers are required to be disclosed. Since (i) the granting of the Loan (which have been aggregated with the Existing Loan) are not regarded as a disclosure obligation arose when material transaction of the Company entered into as compared to the Entrusted Loan Agreement Company’s overall financial position; (ii) the Company has practical difficulties in complying with the aforesaid disclosure requirement as the provision Customers have confirmed to the Group that they will not consent to the disclosure of their identities in this announcement; (iii) the disclosure of the Entrusted Loan exceeded the 8% threshold identities of the assets ratio. The Company admits that it had overlooked Customers does not reflect their financial standing or repayment abilities and thus will serve little purpose in assisting the requirements Shareholders to comply with evaluate their creditworthiness and the relevant provisions under Chapters 17, 19 risks and 20 exposure of the GEM Listing Rules at Loan and the time when it entered into Existing Loan; and (iv) the Entrusted Loan Agreement. The Company has forthwith admitted made alternative disclosures in respect of the breaches Loan and the Existing Loan in this announcement, including but not limited to the details of the collateral and the loan-to-value ratio of the collateral in respect of the Loan and the Existing Loan, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loan and the Existing Loan as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange and has taken steps to rectify the breachExchange, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the CompanyStock Exchange has granted, the Independent Shareholders’ approval a waiver from strict compliance with Rule 14.58(2) of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of ▇▇. ▇▇, an executive Director and the total value ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherAs Vendor 1 and Vendor 2 are associates of ▇▇. ▇▇, pursuant ▇▇. ▇▇ is considered to Rule 17.15 have a material interest in the Acquisition and has abstained from voting on the board resolutions of the GEM Listing RulesCompany to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a disclosure obligation arose when material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company entered into to approve the Entrusted Loan Agreement as and the provision transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the Entrusted Loan exceeded the 8% threshold entire issued share capital of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules Company) as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As , and its associates shall be required to abstain from voting on the Entrusted Loan resolution of the Company in approving the Agreement and the interest accrued thereon have been fully repaid transactions contemplated thereunder at the SGM. Save for the aforementioned and to the Companybest knowledge, the Independent Shareholders’ approval information and belief of the Entrusted Loan could not be retroactively sought. AccordinglyDirectors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company will not convene a general meeting to approve in approving the Entrusted LoanAgreement and the transactions contemplated thereunder at the SGM. An The Independent Board Committee will be comprising all the independent non-executive Directors has been established to advise give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in relation the interests of the Company and the Shareholders as a whole and as to voting at the Entrusted LoanSGM. An Independent Financial Adviser independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreementthis regard. A circular containing, among othersother things, further (i) details of the Entrusted Loan Agreement together with a letter Agreement; (ii) information about the Company, the Target and the Subject Companies; (iii) the recommendation from the Independent Board Committee to in respect of the Independent Shareholders and a Acquisition; (iv) the letter of advice from the Independent Financial Adviser independent financial adviser to the Independent Board Committee and the Independent Shareholders will be despatched to in respect of the Shareholders as soon as practicable.Acquisition; and

LISTING RULES IMPLICATIONS. The provision As Japfa is a 30%-controlled company of the Entrusted Loan by Controlling Shareholders and Annona is a wholly-owned subsidiary of Japfa, Annona is a connected person of the Company to Nanyang Properties constituted by virtue of being an associate of a discloseable transaction substantial shareholder of the Company under the Listing Rules. As such, the Transactions contemplated under the 2024 Renewed Supply Agreement will constitute continuing connected transactions of the Company under Chapter 19 14A of the GEM Listing Rules. Given that some of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and would have been in respect of the Annual Caps during the term of the 2024 Renewed Supply Agreement exceed 5%, the Transactions contemplated thereunder are subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, annual review, circular and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherBy virtue of (i) ▇▇. ▇▇▇ ▇▇▇▇ Nang being an executive Director, pursuant to Rule 17.15 the Chief Executive Officer of Japfa and an executive director of Annona, and (ii) ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ being a non-executive Director and together with her brother, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (a controlling shareholder of the GEM Listing RulesCompany and an executive director of Japfa), a disclosure obligation arose when jointly controlling over 50% interests in Japfa, ▇▇. ▇▇▇ ▇▇▇▇ Nang and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are deemed to be materially interested in the Company entered into Transactions contemplated under the Entrusted Loan 2024 Renewed Supply Agreement as and have abstained from voting on the provision relevant Board resolutions. Save for the aforementioned, none of the Entrusted Loan exceeded other Directors has a material interest in the 8% threshold of continuing connected transactions contemplated under the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan 2024 Renewed Supply Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be has been established to advise the Independent Shareholders in relation to on the Entrusted Loan2024 Renewed Supply Agreement, the Annual Caps and the Transactions contemplated thereunder. An Independent Financial Adviser will be has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of same regard. At the Company to approve the Entrusted Loan Agreement. A circular containingAGM, an ordinary resolution, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to will be put forward for the Independent Shareholders to consider and, if thought fit, approve, the 2024 Renewed Supply Agreement, the Annual Caps and the Transactions contemplated thereunder. The Controlling Shareholders, who are or are deemed to be materially interested in the Transactions, and their respective associates are required to abstain from voting at the AGM to approve the 2024 Renewed Supply Agreement, the Annual Caps and the Transactions contemplated thereunder. Despite ▇▇. ▇▇▇ ▇▇▇▇ Nang’s directorship or other senior management position in Annona and ▇▇▇▇▇, the entering into of the 2024 Renewed Supply Agreement between the Company and ▇▇▇▇▇▇ does not confer upon ▇▇. ▇▇▇ (who is not a letter from the Independent Financial Adviser shareholder of Japfa) any benefit (whether economic or otherwise) which is not available to the Independent Board Committee other Shareholders. As such, ▇▇. ▇▇▇ ▇▇▇▇ Nang is not considered to have a material interest in the 2024 Renewed Supply Agreement and will not be required to abstain from voting at the AGM to approve the 2024 Renewed Supply Agreement, the Annual Caps and the Independent Shareholders will be despatched to the Shareholders as soon as practicableTransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. The provision As the Purchaser is an associate of a substantial shareholder of a subsidiary of the Entrusted Loan by Company, the Purchaser is a connected person of the Company to Nanyang Properties constituted at the subsidiary level. Accordingly, the Disposal constitutes a discloseable connected transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected personCompany. As the relevant percentage ratios Board (including the independent non-executive Directors) has approved the Equity Transfer Agreement and the Disposal and confirmed that the Equity Transfer Agreement has been made on normal commercial terms and that its terms are fair and reasonable and in the interests of the Entrusted Loan Agreement were more than 2.5% Company and the total value of the assistance exceeded HK$10,000,000Shareholders as a whole, the Entrusted Loan would have been subject to reportingDisposal contemplated under the Equity Transfer Agreement is exempted from the circular, announcement independent financial advice and Independent Shareholders’ approval requirements under Chapter 20 pursuant to Rule 14A.101 of the GEM Listing Rules. Further, pursuant to Rule 17.15 given that one or more of the GEM applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but none of such percentage ratios is 75% or above, the Disposal constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Disposal under the Equity Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Equity Transfer Agreement and the Disposal. Pursuant to the Listing Rules, shareholders’ approval is required for a disclosure obligation arose when major transaction. In this connection, the Company entered into has obtained a written approval for the Entrusted Loan Equity Transfer Agreement as and the provision Disposal in accordance with Rule 14.44 of the Entrusted Loan exceeded the 8% threshold Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17Company, 19 and 20 representing approximately 69.96% of the GEM Listing Rules issued share capital of the Company as at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As Smart Charmer Limited has the Entrusted Loan right to attend and vote at the general meeting (if convened) to approve the Equity Transfer Agreement and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively soughtDisposal. AccordinglyAs such, the Company will is not required to convene a special general meeting to consider and approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Equity Transfer Agreement and the Independent Shareholders in relation to the Entrusted Loan Disposal as if there shall be a general meeting permitted under Rule 14.44 of the Company Listing Rules. As none of the Directors is considered to approve have a material interest in the Entrusted Loan AgreementDisposal, no Director was required to abstain from voting on the resolution of the Board in respect of the Disposal. A circular containing, among othersother things, further details information in respect of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Disposal will be despatched to the Shareholders as soon as practicable.for their information on or before 24 June 2016. In order to allow sufficient time to prepare the information to be included in the circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules, which requires the circular to be despatched to the Shareholders within 15 business days after the publication of this announcement. On 12 May 2016, SUD entered into the Equity Transfer Agreement with the Purchaser pursuant to which SUD has agreed to sell and the Purchaser has agreed to acquire the Equity Interest, representing 40% equity interest in SUD Longcheng. 12 May 2016

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, Shougang Group is interested in approximately 24.52% of the Entrusted Loan by issued Shares and hence, a substantial Shareholder and a connected person of the Company. Shougang Fund, a wholly-owned subsidiary of Shougang Group, is interested in approximately 12.39% of the issued Shares, and hence a substantial Shareholder and a connected person of the Company. Shougang Fund holds approximately 48.86% equity interest in Shoushi Changtai, and hence ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is an associate of Shougang Fund and a connected person of the Company. Accordingly, the entering into of the Second Supplemental Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 14A of the GEM Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, if the Company intends to revise material terms for continuing connected transactions, the Company will be required to re-comply with relevant provisions of Chapter 14A of the Listing Rules in respect of the relevant continuing connected transactions. As the applicable percentage ratios in respect of the Annual Caps are more than 0.1% but are all less than 5%, the entering into of the Second Supplemental Agreement and would have been the transactions contemplated thereunder constitute continuing connected transactions of the Company and are subject to reporting reporting, announcement and announcement requirementsannual review requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.52 of the Listing Rules, the term of an agreement for a continuing connected transaction of a listed issuer must not exceed three years except in special circumstances where the nature of the transaction requires a longer period. Please refer to the section headed “PREVIOUS OPINION FROM THE INDEPENDENT FINANCIAL ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Mr. ▇▇ ▇▇▇▇▇, by virtue of their connection with Shougang Group, have abstained from voting on the Board resolutions proposed to approve the Second Supplemental Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors has any material interest in the Second Supplemental Agreement and the transactions contemplated thereunder. The provision Directors (including the independent non-executive Directors but excluding the Directors who have abstained from voting on the relevant Board resolutions) consider that the terms of the Entrusted Loan by Second Supplemental Agreement are fair and reasonable and that the Company to Nanyang Properties also constituted financial assistance provided by entering into of the Company not Second Supplemental Agreement is on normal commercial terms, in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% Group and in the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting interests of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the its Shareholders as soon as practicablea whole.

LISTING RULES IMPLICATIONS. The provision As Semizbay-U is a connected person of the Entrusted Loan by Company as at the date of this announcement, the entering into of the Purchase Contract and the transactions contemplated thereunder constitute a continuing connected transaction on the part of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 14A of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected personRules. As the relevant percentage ratios of the Entrusted Loan Agreement were on an annual basis are more than 2.5% 5%, the Purchase Contract and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been transactions contemplated thereunder are subject to reportingthe announcement, announcement reporting and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 Upon completion of the GEM Listing RulesAcquisition, as Beijing Sino-Kazakh will become a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision wholly owned subsidiary of the Entrusted Loan exceeded the 8% threshold Group, Semizbay-U will cease to be a connected person of the assets ratioCompany. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 An EGM will be convened and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, held for the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting Shareholders to approve the Entrusted LoanPurchase Contract and the transactions contemplated thereunder. An CGNPC, CGNPC-URC and China Uranium Development and their respective associates shall abstain from voting regarding the relevant resolution(s) approving the Purchase Contract and the transactions contemplated thereunder at the EGM. ▇▇. ▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇▇ have abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of their holding of positions as directors in CGNPC-URC. Mr. ▇▇ ▇▇▇▇▇▇ has also abstained from voting at the Board meeting approving the Purchase Contract due to the potential conflict of interests as a result of being a director of Semizbay-U. Other than the above, none of the other Directors has a material interest in the purchase of Natural Uranium as contemplated under the Purchase Contract nor has any of them abstained from voting in respect of the relevant board resolution. The Independent Board Committee will be comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation to regarding the Entrusted LoanPurchase Contract and the transactions contemplated thereunder. An ▇▇▇▇▇▇ Financial has been appointed as the Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation as to the Entrusted Loan as if there shall be a general meeting fairness and reasonableness of the Company to approve Purchase Contract and the Entrusted Loan Agreementtransactions contemplated thereunder. A circular containing, among others, further (1) details of the Entrusted Loan Agreement together with a Purchase Contract; (2) letter from the Independent Board Committee setting out the recommendation in relation to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.Purchase Contract;

LISTING RULES IMPLICATIONS. The provision Subscription constitutes a deemed disposal of the Entrusted Loan Group’s equity interest in the Target Company under Rule 14.29 of the Listing Rules and the Deemed Disposal constitutes a major transaction for the Company under the Listing Rules as one or more of the applicable percentage ratios (as defined in the Listing Rules) calculated under Rule 14.06 of the Listing Rules in respect of the Deemed Disposal is more than 25% but all of the percentage ratios are less than 75%. The Subscription Agreement and the transactions contemplated thereunder are therefore subject to the reporting, announcement and shareholders’ approval requirement under the Listing Rules. As the right to the exercise of the ICDL Exit Right and the Investor Exit Right as stipulated in the Cooperation Agreement are both at the discretion of the Company, according to Rule 14.75(1) of the Listing Rules, on the grant of the ICDL Exit Right and the Investor Exit Right, only the premium (which is nil) will be taken into consideration for the purpose of calculating the percentage ratios. The EGM will be convened by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 consider and, if thought fit, approve the Subscription Agreement and the transactions contemplated thereunder. As ▇▇. ▇▇▇▇ Hong ▇▇▇▇, the controlling Shareholder holding approximately 74.01% of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision issued shares of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement, is indirectly interested in an aggregate of approximately 20% shareholding interests in ICDL, ▇▇. As ▇▇▇▇ Hong ▇▇▇▇ will voluntarily abstain from voting on the Entrusted Loan and resolutions at the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting EGM to approve the Entrusted LoanSubscription Agreement. An Independent Board Committee will be established to advise China Vanke Co., Ltd, a Shareholder holding approximately 5.89% of the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting issued shares of the Company as at the date of this announcement, is an indirect holding company of the Investor and will also abstain from voting on the resolutions at the EGM to approve the Entrusted Loan Subscription Agreement. A circular containingSave as disclosed above, among othersso far as the Company is aware, further details of having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on, the Entrusted Loan Agreement together with a letter from resolutions at the Independent Board Committee EGM to approve the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableSubscription Agreement.

LISTING RULES IMPLICATIONS. The provision As all of the Entrusted Loan by applicable percentage ratios (as defined in Rule 14.07 of the Company Listing Rules) in relation to Nanyang Properties constituted the Disposal is more than 5% but less than 25%, the entering into the Equity Transfer Agreements and the transactions contemplated thereunder constitute a discloseable transaction under Chapter 19 of the GEM Listing Rules Company and would have been is subject to reporting the notification and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 as at the date of the GEM Listing RulesEquity Transfer Agreements, the Second Vendor is a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision substantial shareholder of the Entrusted Loan exceeded the 8% threshold Target Company, being a non-wholly owned subsidiary of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval and hence a connected person of the Entrusted Loan could not be retroactively soughtCompany at the subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the Company will not convene Disposal also constitutes a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting connected transaction of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details under Chapter 14A of the Entrusted Loan Agreement together with Listing Rules. As (i) the Second Vendor is a letter from connected person of the Independent Company at the subsidiary level; (ii) the Board Committee to has approved the Independent Shareholders Disposal; and a letter from (iii) the Independent Financial Adviser to independent non-executive Directors have confirmed that the Independent Board Committee Disposal is on normal commercial terms and its terms are fair and reasonable and in the Independent Shareholders will be despatched to interests of the Company and the Shareholders as soon as practicable.a whole, the Disposal is subject to the reporting and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. On 26 December 2019, the Purchaser, the Guarantors to the First Vendor and the First Vendor entered into the First Equity Transfer Agreement, pursuant to which the Purchaser conditionally agreed to purchase and the First Vendor, an indirect wholly owned subsidiary of the Company, conditionally agreed to sell the First Sale Shares, representing 70% of the entire issued share capital of the Target Company for a consideration of RMB77,000,000 subject to the terms and conditions of the First Equity Transfer Agreement. On the same date, the Purchaser, the Guarantors to the Second Vendor and the Second Vendor entered into the Second Equity Transfer Agreement, pursuant to which the Purchaser conditionally agreed to purchase and the Second Vendor, a substantial shareholder of the Target Company, conditionally agreed to sell the Second Sale Shares, representing 30% of the entire issued share capital of the Target Company for a consideration of RMB33,000,000 subject to the terms and conditions of the Second Equity Transfer Agreement. The principal terms of the Equity Transfer Agreements are set out below:

LISTING RULES IMPLICATIONS. The provision As the highest applicable percentage ratio under Chapter 14 of the Entrusted Loan by Listing Rules in respect of the Finance Lease exceeds 25% but less than 75%, the entering into of the Finance Lease Agreement constitutes a major transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. FurtherAs no Shareholder has material interest in the Finance Lease Agreement and the transaction contemplated thereunder, pursuant to Rule 17.15 none of the GEM Listing Rules, a disclosure obligation arose when Shareholders is required to abstain from voting if the Company entered into were to convene a general meeting for the Entrusted Loan Agreement as the provision approval of the Entrusted Loan exceeded Finance Lease Agreement and the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreementtransaction contemplated thereunder. The Company has forthwith admitted obtained a written approval from Pacific Climax, which, as at the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As , held 530,894,000 Shares (representing approximately 70.94% of the Entrusted Loan and the interest accrued thereon have been fully repaid to issued share capital of the Company, ) for the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Finance Lease Agreement and the Independent Shareholders transaction contemplated thereunder in relation lieu of a resolution to the Entrusted Loan as if there shall be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules. As such, no extraordinary general meeting will be convened by the Company to approve the Entrusted Loan AgreementFinance Lease Agreement and the transaction contemplated thereunder. A In addition, a circular containing, among others, containing further details of the Entrusted Loan Finance Lease Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will transaction contemplated thereunder and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 24 September 2020, which is more than 15 business days after the publication of this announcement, as soon more time is required for the preparation of certain information to be included in the circular. The Board is pleased to announce that on 13 August 2020, the Lessor and the Lessee, an indirect non- wholly owned subsidiary of the Company, entered into the Finance Lease Agreement, pursuant to which: (i) the Lessor conditionally agreed to purchase certain amusement and ancillary facilities (such as practicable.roller coaster and waterpark facilities) used in Chengdu Happy Valley currently owned by the Lessee, at the Purchase Consideration of RMB500,000,000.00, and (ii) following the acquisition, the Lessor conditionally agreed to lease the Leased Assets to the Lessee, for a Lease Term of 36 months starting from the date of payment of the Purchase Consideration by the Lessor to the Lessee, at an aggregate estimated Lease Payment of approximately RMB549,401,142.48. Upon expiry of the Lease Term, the Lessee shall purchase the Leased Assets at the Repurchase Consideration of RMB1.00. The principal terms of the Finance Lease Agreement are summarised as follow: 13 August 2020

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, Eastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.12% of the Entrusted Loan by Shares through its wholly-owned subsidiary, namely Beijing Infrastructure Investment (Hong Kong) Limited, thus BII is the ultimate holding company of the Company to Nanyang Properties constituted and Eastern Creation II is therefore a discloseable connected person of the Company under the Listing Rules. Therefore, the transaction contemplated under the Loan Agreement and the Share Charge Agreement constitutes a connected transaction for the Company under Chapter 19 14A of the GEM Listing Rules and would have been subject to reporting and announcement requirementsRules. The provision As certain applicable percentage ratios in respect of the Entrusted Loan by transaction contemplated under the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were and the Share Charge Agreement are more than 2.5% 25%, the Loan Agreement and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been Share Charge Agreement are subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. FurtherAn EGM will be convened and held for the Independent Shareholders to consider, pursuant to Rule 17.15 and if thought fit, approve, the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. BII and its associates will abstain from voting at the EGM in respect of the GEM Listing Rulesresolution approving the Loan Agreement, a disclosure obligation arose when the Company entered into Share Charge Agreement and the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratiotransactions contemplated thereunder. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 Independent Board Committee of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, comprising all the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively soughtindependent non- executive Directors, namely ▇▇. Accordingly▇▇▇ ▇▇▇▇▇▇▇, the Company will not convene a general meeting to approve the Entrusted Loan▇▇. An Independent Board Committee will be ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, has been established to advise the Independent Shareholders in relation to respect of the Entrusted LoanLoan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. An The Independent Board Committee has appointed VC Capital Limited as the Independent Financial Adviser will be appointed by the Company to advise provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve the Entrusted Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. A circular containing, among othersother things, further details particulars of the Entrusted Loan Agreement and the Share Charge Agreement, together with a letter from the recommendations of the Independent Board Committee to the Independent Shareholders and Committee, a letter from the Independent Financial Adviser Adviser, and a notice convening the EGM is expected to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableon or before 21 May 2019.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the JV Agreement and the transactions contemplated thereunder exceed 25%, but all are less than 100%, the JV Agreement and the transactions contemplated thereunder constitute a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is therefore subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reportingnotification, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Under Rule 17.15 14.44 of the GEM Listing Rules, a disclosure obligation arose when written shareholders’ approval for the Company entered into JV Agreement and the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including transactions contemplated thereunder may be obtained by way of this announcement. As shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Entrusted Loan and Company were to convene a general meeting for the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, transactions; and (b) the Company will not convene written shareholders’ approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at that general meeting to approve the Entrusted Loantransactions. An Independent Board Committee will be established to advise The Company has obtained written approvals for the Independent JV Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules from a closely allied group of Shareholders comprising SCHK, ▇▇. ▇▇▇ and his wholly owned companies including Leading Star, Crisana and Charming Future, who are beneficially interested in relation an aggregate of 2,095,991,280 Shares (representing approximately 80.66% of the entire issued share capital of the Company) as at the date of this announcement. SCHK, ▇▇. ▇▇▇ and his wholly owned companies including Leading Star, Crisana and Charming Future are parties acting in concert pursuant to the Entrusted LoanConcert Group Agreement and thus are a closely allied group of Shareholders. An Independent Financial Adviser will be appointed by To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders or any of their respective close associates have any material interest in the JV Agreement and the transactions contemplated thereunder; and therefore none of them is required to abstain from voting if the Company were to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be convene a general meeting for the approval of the Company to approve JV Agreement and the Entrusted Loan Agreementtransactions contemplated thereunder. A circular containingAs such, among others, further details no general meeting will be convened for the approval of the Entrusted Loan JV Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to transactions contemplated thereunder as is permitted under Rule 14.44 of the Shareholders as soon as practicableListing Rules.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal are more than 25% but all are below 75%, the Disposal constitutes a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular and Independent Shareholdersshareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant Pursuant to Rule 17.15 14.44 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent written Shareholders’ approval may be accepted in lieu of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene holding a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee Share Purchase Agreement and the Independent Shareholders in relation transactions contemplated thereunder on the conditions that (i) no Shareholder is required to the Entrusted Loan as abstain from voting if there shall be a general meeting of the Company is held to approve the Entrusted Loan AgreementShare Purchase Agreement and the transactions contemplated thereunder; and (ii) approval has been given by a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the Shares in issue giving the right to vote at general meetings to approve the Share Purchase Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder or any of its associates have any material interest in the Share Purchase Agreement and the transactions contemplated thereunder and thus none of the Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Share Purchase Agreement and the transactions contemplated thereunder. On 22 October 2021, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ by himself and through Prestige Rich Holdings Limited holds an aggregate of 633,600,000 Shares, representing 57.84% of the issued share capital of the Company, has given the written Shareholders’ approval for the Share Purchase Agreement and the Disposal pursuant to Rule 14.44 of the Listing Rules and such written approval is accepted in lieu of holding a general meeting. As a result, no extraordinary general meeting will be convened for the Company for the purpose of approving the Share Purchase Agreement and the transactions contemplated thereunder. A circular containing, among othersother things, further details of the Entrusted Loan Agreement together with a letter from Share Purchase Agreement, the Independent Board Committee Disposal, and other information as required under the Listing Rules, is expected to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicableon or before 12 November 2021.

LISTING RULES IMPLICATIONS. The provision As Fund LP is interested in 1,530,372,000 Shares (representing approximately 47.18% of the Entrusted Loan issued share capital of the Company) as at the date of this announcement, it is therefore a controlling shareholder of the Company. CM Industry is ultimately wholly-owned by CM Group and Fund LP is indirectly controlled by CM Group. Therefore, CM Industry is an associate of CM Group and Fund LP and a connected person of the Company to Nanyang Properties constituted under the Listing Rules. As a discloseable transaction result, the Transactions constitute continuing connected transactions for the Company under Chapter 19 14A of the GEM Listing Rules Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Product Sales (including the Products Annual Caps) and would have been the Structural Parts Procurement (including the Structural Parts Annual Caps) exceed 5%, each of the Product Sales (including the Products Annual Caps) and the Structural Parts Procurement (including the Structural Parts Annual Caps), constitutes a continuing connected transaction for the Company and is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholdersannouncement, independent shareholders’ approval and annual review requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules As Mr. ▇▇▇ Dongyang holds position at the time when it entered into CM Industry Group and Mr. Cong Yongjian holds position at the Entrusted Loan Agreement. The Company Fund LP, each of them has forthwith admitted abstained from voting on the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders resolutions in relation to the Entrusted LoanMaster Agreement and the Transactions contemplated thereunder. An The Company will appoint an Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on the Master Agreement and the Transactions contemplated thereunder. The Independent Board Committee has been established to advise the Independent Shareholders on the terms of the Master Agreement and the Transactions contemplated thereunder. The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve each of the Product Sales (including the Products Annual Caps) and the Structural Parts Procurement (including the Structural Parts Annual Caps). As at the date of this announcement, CM Industry is ultimately wholly-owned by CM Group, a controlling shareholder of the Company holding (through Prime Force Investment Corporation) 1,530,372,000 Shares (representing approximately 47.18% of the issued share capital of the Company). Therefore, Prime Force Investment Corporation will be required to abstain from voting on the resolutions in relation to the Entrusted Loan Transactions under the Master Agreement at the EGM. Save as if there shall be a general meeting aforementioned, to the best of the Company Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Transactions and is therefore required to approve abstain from voting at the Entrusted Loan AgreementEGM for the relevant resolutions. A circular containing, among othersinter alia, further (i) details of the Entrusted Loan Agreement together with Master Agreement; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders and Committee; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will Shareholders; (iv) a notice of the EGM; and (v) other information concerning the Company as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 30 November 2020, as soon as practicablemore time is needed for the preparation of certain information (including but not limited to financial information) to be included in the circular.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan by applicable Percentage Ratios (as defined under Rule 14.07 of the Company to Nanyang Properties constituted Listing Rules) for the Acquisition are more than 5% but less than 25%, the Acquisition contemplated under the Equity Transfer Agreement constitutes a discloseable transaction under Chapter 19 of the GEM Company pursuant to Rule 14.06(2) of the Listing Rules and would have been is subject to reporting the notification and announcement requirements. The provision requirements under Chapter 14 of the Entrusted Loan by Listing Rules. As at the date of this announcement, the Vendor (together with its associates) are interested in 185,616,600 Domestic Shares in the Company, representing approximately 42.95% of the Company’s entire issued share capital, and hence is a Controlling Shareholder. Furthermore, the Vendor is also an executive Director and the chairman of the Board. As such, pursuant to Chapter 14A of the Listing Rules, the Vendor is a connected person of the Company, and the Acquisition contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios under Chapter 14A of the Entrusted Loan Agreement were more than 2.5% Listing Rules, which is subject to the reporting, announcement, circular, independent financial advice and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under pursuant to Chapter 20 14A of the GEM Listing Rules. FurtherThe Vendor, pursuant to Rule 17.15 being an executive Director and the chairman of the GEM Board, has abstained from voting in the Board meeting approving the Equity Transfer Agreement and the transactions contemplated thereunder in accordance with the Listing Rules. Except the aforesaid, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision none of the Entrusted Loan exceeded Directors has any material interest in the 8% threshold abovementioned transactions nor any of them is required to abstain from voting on the Board resolutions approving the Equity Transfer Agreement. To the best of the assets ratioDirectors’ knowledge, information and belief after having made all reasonable enquiries, except for the Vendor (Mr. ▇▇▇ ▇▇▇) and his associates, no Shareholder has a material interest in the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM and accordingly, save and except the Vendor (Mr. ▇▇▇ ▇▇▇) and his associates, no Shareholder and his/her/its associates are therefore required to abstain from voting on the relevant resolution(s) to approve, amongst other things, the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the SGM. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be has been established to consider, and to advise the Independent Shareholders in relation to on the Entrusted Loan. An Independent Financial Adviser will be appointed by terms of the Company to advise the Independent Board Committee Equity Transfer Agreement and the Independent Shareholders in relation to the Entrusted Loan transactions contemplated thereunder. Sorrento Capital Limited has been appointed as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders will be despatched to on the Shareholders as soon as practicableterms of the Equity Transfer Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, the Borrower, a non-wholly owned subsidiary of the Entrusted Loan Company, is owned as to 49% by the Lender and hence, the Lender is a connected person of the Company at the subsidiary level. Accordingly, the Loan Agreement and the Share Mortgage contemplated thereunder constitute connected transactions between the Group and the Lender at the subsidiary level. As the Loan Agreement and the Share Mortgage contemplated thereunder have been approved by the Board and the independent non-executive Directors have confirmed that the respective terms of the Loan Agreement and the Share Mortgage are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, the Loan Agreement and the Share Mortgage contemplated thereunder will constitute a connected transaction which are subject to Nanyang Properties constituted the reporting and announcement requirements but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules. However, for the purpose of committing to higher corporate governance, the drawdown of the Loan is conditional upon, among the others, the Loan Agreement and the Share Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a discloseable transaction general meeting for such approval. ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇, being the controlling Shareholder holding 3,765,987,973 Shares, representing approximately 70.57% of the issued Shares as at the date of this announcement, has given her written approval for the Loan Agreement, the Share Mortgage and the transactions contemplated thereunder and such written approval can be accepted in lieu of holding a general meeting of the Company pursuant to Rule 20.35 of the GEM Listing Rules. As a result, no special general meeting of the Company will be convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to Rule 20.35 of the GEM Listing Rules. A circular containing, among the others, details of the Loan Agreement and the Share Mortgage as well as other information as required under Chapter 19 the GEM Listing Rules is expected to be despatched to the Shareholders on or before 25 September 2020. If additional time is required for preparing the circular, the Company will apply for a waiver from strict compliance with Rule 20.44(2) of the GEM Listing Rules and would have been subject to reporting and thereafter publish an announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of accordance with the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.

LISTING RULES IMPLICATIONS. The provision As one or more of the Entrusted Loan applicable percentage ratios calculated by reference to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% but are less than 100%, the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder constitute a major transaction of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is therefore subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 14 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules As at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As , the Entrusted Loan Target Company is a company wholly owned by the Vendor, who is a director and the interest accrued thereon have been fully repaid to a substantial shareholder of the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Vendor is a connected person of the Company and the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The EGM will not convene a general meeting be convened for the Independent Shareholders to consider and, if thought fit, approve the Entrusted LoanSale and Purchase Agreement and the transactions contemplated thereunder. An Independent Board Committee will be independent board committee of the Company comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in relation respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Astrum Capital Management Limited has been appointed as the independent financial adviser to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company provide advice and recommendation to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting respect of the Company to approve Sale and Purchase Agreement and the Entrusted Loan Agreementtransactions contemplated thereunder. A circular containing, among othersother things, further details particulars of the Entrusted Loan Agreement Acquisition together with a letter from with, the recommendations of the Independent Board Committee to the Independent Shareholders and Committee, a letter from the Independent Financial Adviser Adviser, and a notice convening the EGM is expected to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders on or before 31 December 2017 as soon as practicableadditional time is required for the preparation of the relevant information to be included in the circular.

LISTING RULES IMPLICATIONS. The provision Pursuant to the Listing Rules, as one of the Entrusted Loan by applicable percentage ratios for the Acquisition is more than 25% but less than 100%, the Acquisition therefore constitutes a major transaction for the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been is subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholdersshareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 To the best of the GEM Listing RulesDirectors’ knowledge, a disclosure obligation arose when information and belief, having made all reasonable enquiries, no Shareholder has any interest in the Acquisition and as such, none of them is required to abstain from voting if the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements were to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted LoanAcquisition, the Agreement and the transaction contemplated thereunder. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by Accordingly, on 6 December 2011, the Company obtained a written approval of the Acquisition from Amber International, which currently holds approximately 72.29% of the issued share capital of the Company and has the right to advise attend and vote at such general meeting pursuant to Rule 14.44 of the Independent Board Committee and the Independent Shareholders Listing Rules in relation to the Entrusted Loan as if there shall be lieu of holding a general meeting of the Company to approve the Entrusted Loan AgreementAgreement and the transaction contemplated thereunder. A circular containingThe Group will continue to be engaged in the development, among others, further details operation and management of power plants fuelled by natural gas. Following the commencement of operations of the Entrusted Loan Agreement together New Anji Project, in which the GTG Unit is intended to be deployed, the Group’s production capacity is expected to increase by approximately 76MW, or an increase of approximately 25% compared with that as at 31 December 2010. As a letter result, the Group’s earning ability is expected to increase along with the expected increase in its production capacity. The increase in the Group’s production capacity is expected to materialise upon the commencement of operations of the New Anji Project, which is preliminarily estimated to be around the end of 2012; its actual impact on the Group’s earnings will be subject to the final approval of the relevant on-grid tariff by the relevant governmental authorities in the PRC. On the other hand, its profit will be reduced by the depreciation of the GTG Unit and the capitalised expenses on the PM Services. The Acquisition will be partly funded by the proceeds from the Independent Board Committee issue of the Convertible Bonds and partly financed by internal resources. Hence, the Acquisition is expected to result in a decrease in the Independent Shareholders Group’s cash balances and a letter from therefore its current assets, by the Independent Financial Adviser amount of the Consideration, whilst its net assets is expected to remain unchanged, as the Independent Board Committee and decrease in the Independent Shareholders Group’s cash balance will be despatched to offset by a corresponding increase in the Shareholders as soon as practicableGroup’s non-current assets by the amount of Consideration.

LISTING RULES IMPLICATIONS. The provision As at the date of this announcement, as CR Holdings is the controlling shareholder of the Entrusted Loan by Company and the Company to Nanyang Properties constituted Purchaser is a wholly-owned subsidiary of CR Holdings, the Purchaser is therefore a connected person of the Company. CR Coal is a wholly-owned subsidiary of the Company. As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Disposal contemplated under the Equity Transfer Agreement exceeds 5% but is less than 25%, the Disposal contemplated under the Equity Transfer Agreement constitutes: (i) a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been Company which is subject to the reporting and announcement requirements. The provision requirements under Chapter 14 of the Entrusted Loan by Listing Rules; and (ii) a connected transaction of the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and the total value of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement announcement, circular to shareholders and Independent Shareholdersindependent shareholders’ approval requirements under Chapter 20 14A of the GEM Listing Rules. Further, pursuant to Rule 17.15 None of the GEM Listing RulesDirectors is considered to have material interests in the Equity Transfer Agreement and any transactions contemplated thereunder. As a good corporate governance practice, a disclosure obligation arose when ▇▇. ▇▇ ▇▇ ▇▇, Mr. ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇ have abstained from voting on the Company entered into relevant board resolutions for considering and approving the Entrusted Loan Agreement as Equity Transfer Agreement, the provision Disposal and any transactions contemplated thereunder in view of their senior management positions in CR Holdings and/or the Entrusted Loan exceeded the 8% threshold of the assets ratioPurchaser. The Company admits that it had overlooked proposes to convene the requirements EGM for the Independent Shareholders to comply with consider and, if thought fit, to approve the relevant provisions under Chapters 17, 19 Equity Transfer Agreement and 20 of the GEM Listing Rules transactions contemplated thereunder. As at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way date of this announcement. As the Entrusted Loan , each of CR Holdings and the interest accrued thereon have been fully repaid to its associates (together holding 3,027,905,337 Shares representing approximately 62.94% of the Company’s issued share capital as at the date of this announcement), being connected persons of the Company and having material interests in the Disposal which are different from those of the Independent Shareholders’ approval , will be required to abstain from voting on the relevant resolutions at the EGM. Save as disclosed above, as at the date of this announcement, to the best of the Entrusted Loan could not Directors’ knowledge, information and belief having made all reasonable enquiries, no other Shareholders would be retroactively soughtrequired to abstain from voting at the EGM. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An The Independent Board Committee will be Committee, comprising all the independent non-executive Directors, namely Mr. ▇▇ ▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇-▇▇▇, ▇▇▇▇▇, Mr. ▇▇’▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ and Mr. SO ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, has been established to advise the Independent Shareholders in relation to respect of the Entrusted Loanterms of the Equity Transfer Agreement, the Disposal and the transactions contemplated thereunder. An Independent Financial Adviser will be Gram Capital has been appointed by as the Company independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting same regard. None of the Company to approve members of the Entrusted Loan Independent Board Committee has any interest or involvement in the transactions contemplated under the Equity Transfer Agreement. The Independent Board Committee will form its view in respect of the terms of the Equity Transfer Agreement and the Disposal after obtaining and considering the advice from the Independent Financial Adviser. A circular containing, among othersother things, further (i) details of the Entrusted Loan Equity Transfer Agreement together with a letter from and the Disposal; (ii) the recommendation of the Independent Board Committee in relation to the Independent Shareholders Equity Transfer Agreement, the Disposal and a the transactions contemplated thereunder; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Equity Transfer Agreement, the Disposal and the transactions contemplated thereunder; and (iv) the notice convening the EGM and a proxy form, will be despatched to the Shareholders as soon as practicableshareholders on or before 27 November 2018.

LISTING RULES IMPLICATIONS. The provision Mr. ▇▇▇▇ ▇▇ ▇▇▇ (“▇▇. ▇▇▇▇”) was the chairman of the Entrusted Loan by Board, chief executive officer of the Group and an executive Director and he resigned from the positions of chairman of the Board and chief executive officer of the Group with effect from 5 February 2015, and resigned as an executive Director with effect from 23 February 2015. He is a connected person of the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 by being an executive Director in the last twelve months from the date of the GEM Renewed Master Lease Agreement. As Wellbuild is (i) a wholly-owned subsidiary of Roly; and (ii) a controlled corporation and an associate of ▇▇. ▇▇▇▇ who was an executive Director during the period from 1 May 2014 to 23 February 2015 and a director of Wellbuild, Wellbuild and its subsidiaries are regarded as connected persons of the Company. Accordingly, the transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules Rules. As ▇▇. ▇▇▇▇ resigned from directorship with effect from 23 February 2015, and would have been subject no Director has a material interest in the transactions contemplated under the Renewed Master Lease Agreement, no Director is required to abstain from voting on the board resolution approving the transactions contemplated under the Renewed Master Lease Agreement. Pursuant to Rule 14A.54 of the Listing Rules, due to the entering of the Renewed Master Lease Agreement, the Company is required to re-comply with the reporting and announcement requirement under the Listing Rules. The transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions of the Company and, on a stand-alone basis, are exempt from the reporting, announcement and independent shareholders’ approval requirements. The provision Under Rule 14A.81 of the Entrusted Loan by Listing Rules, the Company transactions contemplated under the Renewed Master Lease Agreement are required to Nanyang Properties also constituted financial assistance provided by be aggregated with the Company not in transactions contemplated under the ordinary and usual course of business Master Lease Agreement for the benefit purpose of a connected persondetermining the classification. As Since the relevant applicable percentage ratios of the Entrusted Loan Agreement were Listing Rules calculated with reference to the Revised 2015 Annual Cap for the year ended 30 April 2015 is more than 2.50.1% but less than 5%, the transactions contemplated under the Renewed Master Lease Agreement are only subject to the reporting, annual review and announcement requirements, but are exempt from the total value independent shareholders’ approval requirement under Chapter 14A of the assistance exceeded HK$10,000,000, the Entrusted Loan would have been subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Company admits that it had overlooked the requirements to comply with the relevant provisions under Chapters 17, 19 and 20 of the GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Stock Exchange and has taken steps to rectify the breach, including by way of this announcement. As the Entrusted Loan and the interest accrued thereon have been fully repaid to the Company, the Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company will not convene a general meeting to approve the Entrusted Loan. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Entrusted Loan. An Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Entrusted Loan as if there shall be a general meeting of the Company to approve the Entrusted Loan Agreement. A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the Independent Shareholders and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders as soon as practicable.