Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS. To As at the best date of this announcement, Nanjing BioSciKin Technology is indirectly wholly-owned by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, who is one of the Directors’ knowledge, information Directors and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any the controlling shareholders of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge SenmengCompany, and therefore constitutes hence is an associate of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon Accordingly, the terms and conditions of the second and third equity acquisitions transactions contemplated under the Cooperation BioSciKin Property Lease and Comprehensive Services Framework Agreement being finalizedconstitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As at the date of this announcement, Shanghai Xianbo is controlled by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, who is one of the Directors and the controlling Shareholder of the Company and hence an associate of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Xianbo Property Lease and Comprehensive Services Framework Agreement (as revised by the Supplemental Agreement) constitute continuing connected transactions of the Company shall aggregate such equity acquisitions with under Chapter 14A of the first equity acquisition Listing Rules. As the highest applicable percentage ratio for the BioSciKin Property Lease and comply with Comprehensive Services Framework Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the BioSciKin Property Lease and Comprehensive Services Framework Agreement are only subject to the reporting, announcement and annual review requirements but exempted from the independent shareholders’ approval requirements pursuant to Chapter 14 14A of the Listing Rules. Pursuant to Rule 14A.54 of the Listing Rules, the Company shall re-comply with the requirements under Chapter 14A of the Listing Rules applicable to the Revised Annual Caps before the Original Annual Caps are exceeded. As the highest applicable percentage ratio for the Revised Annual Caps under the Xianbo Property Lease and Comprehensive Services Framework Agreement exceeds 0.1% but is less than 5%, the Revised Annual Caps are only subject to the reporting, announcement and annual review requirements but exempted from the independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. The terms Company is an innovation and conditions R&D-driven pharmaceutical company. It has established a National Key Laboratory of Translational Medicine and Innovative Drug Development. The Company focuses on three therapeutic areas, oncology, central nervous system, and autoimmune diseases, with forward-looking layout of disease areas that may have significant clinical needs in the future, aiming to achieve the mission of “providing today’s patients with medicines of the Agreements future”. Leveraging its R&D capability and commercialization excellence, the Company has built a market-leading product portfolio in China. Its vigorous in-house R&D efforts and extensive R&D collaborations have been negotiated made it a top strategic cooperation partner with world leading innovative companies and research institutes. Nanjing BioSciKin Technology is a limited liability company established in the PRC on an arm’s length basisSeptember 10, 2014. The Board considers the Agreements to be on normal commercial termsIt primarily engages in, fair among others, lease of self-owned properties, property management, conference services, decoration engineering, architectural engineering design and reasonableconstruction, and enterprise management consulting. Nanjing BioSciKin Technology is indirectly wholly-owned by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, a controlling Shareholder, the Chairman and an executive Director. Shanghai Xianbo is a limited liability company established in the interests PRC on April 22, 2020. Its principal business includes medical research and experiment, technology research and development of biochemical products, and technical services, development, consultation, exchange, transfer and promotion. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is ultimately controlled by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, a controlling Shareholder, the Company Chairman and the Shareholders as a wholean executive Director.

LISTING RULES IMPLICATIONS. To As the best Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Directors’ knowledgeFifth Entrusted Loan Agreement, information the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent Rule 14.23 of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) . As the applicable Percentage Ratios in respect of the Company or any of its subsidiariesFifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Fifth Entrusted Loan Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) under Chapter 14 of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, Rules and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirementsrequirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, but will be exempt from Independent Shareholders’ approval requirements set out in Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. Upon As a result, the terms entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and conditions Singlong Suzhou constitutes a connected transaction of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant Company. Pursuant to Chapter 14 and Chapter 14A Rule 14A.81 of the Listing Rules. The terms and conditions of , the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been negotiated on an arm’s length basisaggregated. The Board considers As the Agreements to be Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms, terms and its terms are fair and reasonable, reasonable and in the interests of the Company and the Shareholders its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. None of the Directors have a material interest in the Fifth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, none of the Directors has abstained from voting on the resolutions of the Board for approval of the Fifth Entrusted Loan Agreement.

LISTING RULES IMPLICATIONS. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media CTS (Holdings) is a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the CompanyCompany by virtue of being a substantial shareholder. HenceAs China CTS holds the entire issued share capital of CTS (Holdings), the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement China CTS and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute China CTS Group are connected transactions person of the Company under the Listing Rules. As Beijing Senmeng Media receives CTS Finance is a pro rata entitlement to non wholly-owned subsidiary of China CTS and is therefore a connected person of the equity interests in Golden Bridge Senmeng in its capacity as a shareholderCompany. Accordingly, the transaction transactions contemplated under the Second Capital Increase 2018 Financial Services Framework Agreement is and the 2019 Financial Services Supplemental Agreement constitute continuing connected transactions for the Company under the Listing Rules. Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the financial assistance given by CTS Finance, the Loan Services are fully exempt from all the reporting, announcement announcement, annual review and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of under the Listing Rules. The relevant It is expected that the applicable percentage ratios (as defined in under Rule 14.04(9) 14.07 of the Listing Rules) for in respect of the first equity acquisition fees in connection with the Comprehensive Credit Line Services (excluding the Loan Services), the Entrustment Loan Services and the Cross-Border RMB Cash Pooling Services will be on an annual basis less than 0.1%, the Comprehensive Credit Line Services (excluding the Loan Services), the Entrustment Loan Services and the Cross-Border RMB Cash Pooling Services are fully exempt from the reporting, announcement, annual review and the independent shareholders’ approval requirements under the Cooperation Agreement are more than 0.1% but is less than 2.5%Listing Rules. The Company will comply with the reporting, announcement, annual review and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out under the Listing Rules, where applicable, if the transaction amount of such service exceeds the de minimis threshold under Rule 14A.76 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Revised Deposit Caps under the 2019 Financial Services Supplemental Agreement exceeds 5% and HK$10,000,000, the Deposit Service (including the Revised Deposit Caps) constitute continuing connected transactions and is subject to the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. Upon Further, as the terms and conditions Deposit Services constitute provision of financial assistance under Rule 14.04(1)(e) of the second Listing Rules, and third equity acquisitions contemplated under the Cooperation Agreement being finalizedrelevant applicable percentage ratio for the Deposit Service (including the Revised Deposit Caps) is higher than 25% and less than 75% on an annual basis, the Company shall aggregate such equity acquisitions with Deposit Services (including the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Revised Deposit Caps) itself constitute a major transaction under Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions Pursuant to Rule 14.22 of the Agreements have been negotiated Listing Rules, the transactions contemplated under the First Financial Assistance and the Second Financial Assistance would be aggregated with the Deposit Services (including the Revised Deposit Caps) and be treated as if they were one transaction. As the relevant applicable percentage ratio for the Deposit Services (including the Revised Deposit Caps), after aggregation with the First Financial Assistance and the Second Financial Assistance, is still higher than 25% and less than 75% on an arm’s length annual basis, the Deposit Services (including the Revised Deposit Caps), after aggregation with the First Financial Assistance and the Second Financial Assistance, constitute a major transaction and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The A circular containing, among others, further details of the 2018 Financial Services Framework Agreement and the 2019 Financial Services Supplemental Agreement (including the Revised Deposit Caps), the respective advice of the Independent Financial Adviser and the Independent Board considers Committee and the Agreements notice of EGM is expected to be dispatched to the Shareholders on normal commercial terms, fair and reasonable, and in or before 7 November 2019. Reference is made to the interests announcement of the Company dated 8 November 2018 in relation to the 2018 Financial Services Framework Agreement entered into between the Company and CTS Finance, where CTS Finance will continue to provide Deposit Services, the Comprehensive Credit Line Services, the Entrustment Loan Services and the Shareholders Cross-Border RMB Cash Pooling Services to the Group for a term commenced from 1 January 2019 and ending on 31 December 2021. Due to the increasing idle funds in the PRC Subsidiaries, the expectation of more stable revenue from interest income and the competitive deposit rates offered by CTS Finance, the aggregate amount under the deposit services actually required by the Group for each of the three years ending 31 December 2021 may exceed the original projection. The Deposit Cap is expected to be insufficient, therefore, the Company entered into the 2019 Financial Services Supplemental Agreement with CTS Finance on 17 October 2019 to revise the Deposit Caps for each of the three years ending 31 December 2021 to re- comply with the announcement and shareholders’ approval requirements in accordance with Rules 14A.54 of the Listing Rules. Reference is made to the announcement of the Company dated 17 May 2019 under which the Board announced that the Company entered into a loan agreement with China Travel Financial Investment Holdings Co., Limited (“CTS Financial Investment”), a wholly-owned subsidiary of CTS (Holdings), pursuant to which the Company agreed to provide a loan of US$20,000,000 to CTS Financial Investment (the “First Financial Assistance”). Reference is also made to the announcement of the Company dated 2 August 2019 under which the Board announced that CTS (Shenzhen) Travel Management Company Limited (“CTS Shenzhen”), a wholly-owned subsidiary of the Company, entered into a loan agreement with Hong Kong China Travel Service Investment (China) Limited (“CTS (China) Investment”), an indirect wholly-owned subsidiary of CTS (Holdings), pursuant to which CTS (Shenzhen) agreed to provide a loan of RMB 210,000,000 to CTS (China) Investment (the “Second Financial Assistance”). 17 October 2019 The term of the 2018 Financial Services Framework Agreement (as a wholesupplemented by the 2019 Financial Services Supplemental Agreement) is from 1 January 2019 to 31 December 2021.

LISTING RULES IMPLICATIONS. To the best Haihui Company is a non wholly-owned subsidiary of the Directors’ knowledgeCompany. As at the date of this announcement, information the Company, Conch New Material and belief having made all reasonable enquiryConch Information Engineering Company hold 65.6%, Beijing Senmeng Media is a third party which is independent of any 20% and 10% of the promotersregistered capital of Haihui Company respectively, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) while Beijing Huitong holds 4.4% of the registered capital of Haihui Company. Both Conch New Material and Conch Information Engineering Company or any are subsidiaries of its subsidiaries, or any of their respective associates save for the entering into Conch Holdings (a controlling shareholder of the AgreementsCompany). The applicable percentage ratios (as defined in Rule 14.04(9) Accordingly, each of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement Conch New Material and the Supplemental Agreement, constitutes a discloseable transaction Conch Information Engineering Company is an associate of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification Conch Holdings and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes hence a connected person of the Company. HencePursuant to Rule 14A.16 of the Listing Rules, Haihui Company is a connected subsidiary of the Company and hence a connected person of the Company. The transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement Supplemental Contract and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media Supply Chain Logistic Transportation Service Contract thus constitute continuing connected transactions of for the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions Pursuant to Rule 14A.54 of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalizedListing Rules, the Company shall aggregate such equity acquisitions must re-comply with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and relevant provisions of Chapter 14A of the Listing Rules in relation to the relevant continuing connected transaction where the Existing Annual Cap will be exceeded or the material terms of the Supply Chain Logistic Transportation Service Contract are otherwise changed. As each of the applicable percentage ratios (excluding profits ratio) calculated pursuant to Chapter 14 of the Listing Rules based on the amount of the Revised Annual Cap is more than 0.1% but less than 5%, the transactions contemplated under the Supply Chain Logistic Transportation Service Contract as supplemented by the Supplemental Contract are subject to the annual review and disclosure requirements, and are exempt from independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. The terms and conditions According to the SSE Listing Rules, Haihui Company is not a connected party of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonableGroup, and in hence the interests of aforementioned transactions do not constitute connected transactions for the Company and as defined under the Shareholders as a wholeSSE Listing Rules.

LISTING RULES IMPLICATIONS. To the best As Beijing SkyOcean Foundation is an indirect wholly-owned subsidiary of the Directors’ knowledgeCompany, information and belief having made all reasonable enquirythe New PMS Agreement entered into by Beijing SkyOcean Foundation shall be transactions for the Company under the Listing Rules as the definition of “listed issuer” under the Listing Rules includes the listed issuer’s subsidiaries. As at the date of this announcement, Beijing Senmeng Media Property Management is indirectly owned as to 64% by ▇▇. ▇▇▇▇, who is a third party which is independent of any of Substantial Shareholder, the promoters, directors, supervisorschairman, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement officer and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person an executive Director of the Company. HenceTherefore, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute Property Management is regarded as a connected transactions person of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholderresult, the entering of the New PMS Agreement constitute a continuing connected transaction of the Company under the Listing Rules. Following the entering into the New PMS Agreement, there is an update on the annual caps as compared to those disclosed in the section titled “Property Management Services Agreements” in the Previous Announcement. Pursuant to Rule 14A.54 of the Listing Rules, the Group is required to re-comply with Rule 14A.53 of the Listing Rules to set the Revised Annual Caps in respect of the transactions contemplated under the Second Capital Increase Agreement is exempt from all PMS Agreements. As the relevant applicable percentage ratios (other than the profits ratio) set out in Rule 14.07 of the Listing Rules in respect of the fees regarding the property management services payable by the Group to the Property Management Services Providers under the PMS Agreements exceed 0.1% but are below 5%, the transactions contemplated thereunder and the relevant annual caps are subject to reporting, announcement and annual review but are exempt from independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of under the Listing Rules. The relevant applicable percentage ratios Beijing Property Management is indirectly owned as to 64% by ▇▇. ▇▇▇▇ (as defined being the Substantial Shareholder, the chairman, chief executive officer and an executive Director of the Company). As such, ▇▇. ▇▇▇▇ is deemed to be interested in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%PMS Agreements, and thereforehas abstained from voting on the relevant board resolutions of the Company. Apart from the above, none of the Directors has any material interest in the PMS Agreements and is required to abstain from voting on the board resolutions approving the PMS Agreements and the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a wholethereunder.

LISTING RULES IMPLICATIONS. To Guangdong Holdings (being the best ultimate controlling shareholder of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any Company) holds approximately 56.49% of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) issued shares of the Company or any of its subsidiariesand therefore, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. HenceYuehai Property Management, Teem Management Co and Yuehai Yueshenghuo are wholly-owned subsidiaries of Guangdong Holdings, and hence, associates of Guangdong Holdings and connected persons of the Company pursuant to the Listing Rules. Guangdong Property Development, Guangdong Yuehai Land, Yuehai Technology, GDL Jiangmen and Jiangmen Yuehai Land (subsidiaries of GD Land) are in turn subsidiaries of the Company. Therefore, each of the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement New Property Management Agreements and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute Signed Property Management Agreements constitutes a continuing connected transactions transaction of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement The New Property Management Agreements and the Signed Property Management Agreements have been aggregated for the Listing Rules purposes on the basis that they all relate to the equity interests property management and/or related services provided by the associates of Guangdong Holdings to the Group. As the highest applicable percentage ratio (on an aggregated basis) in Golden Bridge Senmeng in its capacity as a shareholder, respect of the transaction transactions contemplated under the Second Capital Increase Agreement is exempt from all New Property Management Agreements and the reporting, announcement and independent shareholders’ approval requirements Signed Property Management Agreements calculated pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than Rules exceeds 0.1% but is all of the ratios are less than 2.55%, and therefore, the transactions contemplated thereunder constitute connected transaction New Property Management Agreements and the Signed Property Management Agreements are subject to the reporting and announcement requirements, but will be are exempt from Independent Shareholdersthe independent shareholders’ approval requirements set out in Chapter 14A requirement under Rule 14A.76(2) of the Listing Rules. Upon the terms and conditions A summary of the second and third equity acquisitions contemplated under salient terms of the Cooperation Agreement being finalized, the Signed Property Management Agreements is set out in section C headed “The Signed Property Management Agreements” in this announcement. The Company shall aggregate such equity acquisitions will comply with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval annual review requirements pursuant under Rules 14A.55 to Chapter 14 and Chapter 14A 14A.57 of the Listing Rules. The terms and conditions of Rules in relation to the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company New Property Management Agreement and the Shareholders as a wholeSigned Property Management Agreement.

LISTING RULES IMPLICATIONS. To As at the best date of the Directors’ knowledgethis announcement, information and belief having made all reasonable enquiryRonshine Fujian Investment is an indirect wholly-owned subsidiary of Ronshine China, Beijing Senmeng Media which in turn is indirectly owned as to 65.96% by Mr. ▇▇, a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) controlling shareholder of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification an executive Director and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes hence a connected person of the Company. HenceAs ▇▇▇▇▇▇▇▇ China and Ronshine Fujian Investment are associates of Mr. ▇▇, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute they are connected transactions persons of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholderAccordingly, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) entering into of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Carpark Sales Agency Service Framework Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder shall constitute continuing connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, transactions for the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and under Chapter 14A of the Listing Rules. The terms provision of sales agency services under the Carpark Sales Agency Service Framework Agreement shall continue to be transactions pursuant to the Master Ronshine Property Management and conditions Related Services Agreement, and the Agency Fee payable by Ronshine China Group to the Group shall be subject to the relevant annual caps thereunder. As such, no separate cap has been set for the provision of the sales agency services under the Carpark Sales Agency Service Framework Agreement. As the highest of the applicable percentage ratios for the proposed annual cap amount in respect of the Deposit payable by the Company under the Carpark Sales Agency Service Framework Agreement is more than 0.1% but less than 5%, the Carpark Sales Agency Service Framework Agreement is subject to the reporting, annual review and announcement requirements, but is exempted from circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As a general principle, the price and terms of the Specific Agreements have been negotiated on an arm’s length basis. The Board considers contemplated under the Agreements to Carpark Sales Agency Service Framework Agreement will be determined in the ordinary course of business, on normal commercial terms, negotiated on arm’s length basis, on similar basis as the Company transacts business with other independent service providers or transaction parties and shall be on terms which are no less favourable to the Company than those offered by other independent service providers or transaction parties. The respective pricing policies for the continuing connected transactions of the Company will be supervised and monitored by the relevant personnel and management of the Company to ensure that all the continuing connected transactions are conducted on normal commercial terms and in accordance with the pricing policies of the Company and will not be prejudicial to the interests of the Company and the Shareholders as a whole. The relevant personnel and management of the Company will conduct regular checks on a quarterly basis and assess whether individual transactions contemplated under continuing connected transactions are conducted in accordance with the terms of the relevant agreement and will also regularly review on a quarterly basis whether the price charged/paid for a specific transaction is fair and reasonablereasonable and in accordance with the applicable pricing policy. The independent non- executive Directors will continue to review the transactions contemplated under the Carpark Sales Agency Service Framework Agreement, and in the auditors of the Company will also conduct an annual review on the pricing terms and annual cap thereof. Accordingly, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the Carpark Sales Agency Service Framework Agreement have been and will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS. To As at the best date of this announcement, ▇▇▇▇▇▇▇▇▇ China indirectly holds 50% interest in Xu An, a subsidiary of the Directors’ knowledgeCompany, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent does not fall within the ambit of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in insignificant subsidiary under Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(214A.09(1) of the Listing Rules. Such Transaction Accordingly, ▇▇▇▇▇▇▇▇▇ China is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the CompanyCompany at its subsidiary level. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media The Acquisitions therefore constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The Board has approved the Acquisitions. None of the Directors have any material interest in the Acquisitions and as such no Directors have abstained from voting on the resolutions of the Board approving the Acquisitions. The Directors (including the independent non- executive Directors) are of the view that the Equity Cooperation Agreements were entered into on normal commercial terms, and the terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers Equity Cooperation Agreements, including the Agreements to be on normal commercial termsconsideration thereof, are fair and reasonable, reasonable and in the ordinary and usual course of business of the Company and that the entering into of the Equity Cooperation Agreements is in the interests of the Company and the Shareholders as a whole.. All of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transactions contemplates under the Equity Cooperation Agreements are below 5% but one of such is above 1%. As ▇▇▇▇▇▇▇▇▇ China is a connected person of the Company only because of its connection with the Company’s subsidiary, namely ▇▇ ▇▇, the Acquisitions are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. On 7 December 2016, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and CIFI (PRC) (both being indirect wholly-owned subsidiaries of the Company) entered into the Henggao Equity Cooperation Agreement and the Zijing Equity Cooperation Agreement respectively with Da Di Enterprises and Man ▇▇▇▇▇▇ (China) (both being subsidiaries of ▇▇▇▇▇▇▇▇▇ China), details of which are as follows:

LISTING RULES IMPLICATIONS. To Since Henan Xinyuan is an indirect wholly-owned subsidiary of Xinyuan Real Estate, the best controlling shareholder of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any Company indirectly holding 52.86% of the promotersissued share capital of the Company, directorsHenan Xinyuan is an associate of a connected person of the Company and is also a connected person of the Company under Chapter 14A of the Listing Rules. Therefore, supervisors, chief executive or substantial shareholders the Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are exceeds 0.1% but is less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is transactions contemplated thereunder are subject to the notification reporting and publication announcement requirements set out in Rule 14.33 of but exempted from the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a14A.76(2)(a) of the Listing Rules. The relevant applicable percentage ratios Since ▇▇. ▇▇ ▇▇▇▇▇, an independent non-executive Director, is also an independent non- executive director of Xinyuan (China) (the direct holding company of Henan Xinyuan), he had abstained from voting on the Board resolutions approving the Agreement and the transactions contemplated thereunder. Save as defined disclosed above, none of the Directors had a material interest in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject and no Director was required under the Listing Rules to abstain from voting on the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A relevant Board resolutions. As one of the Listing Rules. Upon comprehensive property management services providers in the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalizedPRC, the Company shall aggregate such equity acquisitions with the first equity acquisition Group offers a wide range of services covering pre-delivery and comply with reportingpost-delivery phases to property developers, announcement property owners and independent shareholders’ approval requirements pursuant to Chapter 14 property occupants for their enjoyment of community life, which can be categorised in three main business lines, namely, (i) property management services; (ii) value-added services; and Chapter 14A of the Listing Rules. The terms (iii) pre-delivery and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a wholeconsulting services.

LISTING RULES IMPLICATIONS. To As the best Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Directors’ knowledgeSixth Entrusted Loan Agreement, information the Sixth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent Rule 14.23 of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) . As the applicable Percentage Ratios in respect of the Company or any of its subsidiariesSixth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Sixth Entrusted Loan Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) under Chapter 14 of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, Rules and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirementsrequirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, but will be exempt from Independent Shareholders’ approval requirements set out in Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. Upon As a result, the terms entering into the Sixth Entrusted Loan Agreement between Shanghai Zhongjun and conditions Singlong Suzhou constitutes a connected transaction of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant Company. Pursuant to Chapter 14 and Chapter 14A Rule 14A.81 of the Listing Rules. The terms and conditions of , the transactions contemplated under the Sixth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been negotiated on an arm’s length basisaggregated. The Board considers As the Agreements to be Directors (including all the independent non-executive Directors) have confirmed that the Sixth Entrusted Loan Agreement is on normal commercial terms, terms and its terms are fair and reasonable, reasonable and in the interests of the Company and the Shareholders its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. None of the Directors have a material interest in the Sixth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, none of the Directors has abstained from voting on the resolutions of the Board for approval of the Sixth Entrusted Loan Agreement.

LISTING RULES IMPLICATIONS. To As at the best date of this announcement, CDC together with its subsidiaries hold 34.77% of the Directors’ knowledgeissued share capital of the Company. Since Shanghai Datang Financial Lease Company is an indirectly owned subsidiary of CDC, information and belief having made all reasonable enquiry, Beijing Senmeng Media Shanghai Datang Financial Lease Company is a third party which is independent of any connected person of the promotersCompany, directors, supervisors, chief executive or substantial shareholders (as defined in and the Listing Rules) Leasing and Factoring Business Cooperation Agreement and the transactions thereunder constitute continuing connected transactions of the Company Company. Since one or any of its subsidiaries, or any of their respective associates save for the entering into more of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) 14.07 of the Listing Rules) for in respect of the First Capital Increase Agreements transactions under the Leasing and Factoring Business Cooperation Agreement are less than all above 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Leasing and Factoring Business Cooperation Agreement and the Supplemental Agreementtransactions thereunder are subject to the requirements of reporting, constitutes a discloseable transaction announcement and approval by independent Shareholders of the Company pursuant to Rule 14.06(2) under Chapter 14A of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 Since one or more of the Listing Rules. Immediately after and as a consequence of the completion applicable percentage ratios in respect of the transaction under the First Capital Increase AgreementLeasing and Factoring Business Cooperation Agreement are above 25% but less than 75%, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore such transaction constitutes a connected person major transaction of the Company. Hence, and is subject to the transactions contemplated under the Second Capital Increase Agreementrequirements of reporting, the Cooperation Agreement announcement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions approval by Shareholders of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) Chapter 14 of the Listing Rules. The Company will disclose the relevant applicable percentage ratios (details of the relevant transactions in the next annual report and accounts of the Company in accordance with the relevant requirements as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon A circular, containing the details of the Leasing and Factoring Business Cooperation Agreement, a letter from the independent Board committee and a letter from the independent financial advisor of the Company, both advising on the terms and conditions of the second Leasing and third equity acquisitions contemplated under Factoring Business Cooperation Agreement, is expected to be dispatched to the Shareholders on or before 6 October 2015. Any Shareholder with a material interest in the transaction and its associates will abstain from voting at the general meeting to be held by the Company to (including but not limited to) consider and approve the Leasing and Factoring Business Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a wholetransactions thereunder. Therefore, CDC and its associates shall abstain from voting at the general meeting to approve the Leasing and Factoring Business Cooperation Agreement and the transactions thereunder.

LISTING RULES IMPLICATIONS. To Shanghai Pharmaceuticals is a promoter of the Company and a substantial Shareholder, and therefore is a connected person of the Company under the Listing Rules. The Transactions under the Sales and Distribution Agreement will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Company and therefore, constitute continuing connected transactions of the Company under the Listing Rules. Since the highest applicable percentage ratio in respect of the proposed annual caps for the two years ending 31 December 2020 for the Transactions under the Sales and Distribution Agreement exceeds 5%, the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Shanghai Pharmaceuticals and its associates, holding approximately 22.77% of the total issued share capital of the Company as at the date of this announcement, are required to abstain from voting on the resolution at the EGM for approving the Sales and Distribution Agreement and the proposed annual caps. Save as mentioned above, to the best of the Directors’ knowledge, information and belief having made all reasonable enquirybelief, Beijing Senmeng Media is a third party which is independent of any none of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined other Shareholders has any material interest in the Listing Rules) of Transactions and therefore will be required to abstain from voting on the Company or any of its subsidiariesrelevant resolution at the EGM. ▇▇. ▇▇▇▇ ▇▇, or any of their respective associates save for the entering into of Director, has abstained from voting on the AgreementsBoard resolution approving the Sales and Distribution Agreement since he serves as a director at Shanghai Pharmaceuticals. Save as mentioned above, no other Director has a material interest in the Transactions and hence no other Director has abstained from voting on such Board resolution. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for Board has appointed the First Capital Increase Agreements are less than 5%. HoweverIndependent Board Committee, comprising four independent non-executive Directors, to advise the transaction contemplated thereunder, when aggregated with the relevant transactions Independent Shareholders in relation to the Second Capital Increase Agreement, the Cooperation Sales and Distribution Agreement and the Supplemental Agreementproposed annual caps. The Independent Financial Adviser, constitutes a discloseable transaction Grande Capital Limited, has also been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification Sales and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Distribution Agreement and the Supplemental proposed annual caps; (ii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee on the Sales and Distribution Agreement between CTV Media and the proposed annual caps; and (Shanghaiiii) a letter from the Independent Board Committee containing its recommendation on the Sales and Beijing Senmeng Media constitute connected transactions of Distribution Agreement and the proposed annual caps, is expected to be despatched to the Shareholders on or before 11 October 2019, since the Company under needs more time to prepare and finalise certain information to be contained in the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rulescircular. The relevant applicable percentage ratios (as defined Company is principally engaged in Rule 14.04(9) the research, development and selling of Listing Rules) self- developed bio-pharmaceutical know-how, carrying out contracted research for customers, manufacturing and selling of medical products in the first equity acquisition under PRC. Shanghai Pharmaceuticals is a joint stock limited company incorporated in the Cooperation Agreement PRC, whose A shares and H shares are more than 0.1% but listed on the Shanghai Stock Exchange and the Stock Exchange respectively. Shanghai Pharmaceuticals is less than 2.5%principally engaged in research and development, manufacturing and sale of a broad range of pharmaceutical and healthcare products; pharmaceutical distribution, warehousing, logistics, and thereforeother value-added pharmaceutical supply chain solutions and related services to pharmaceutical manufacturers and dispensers, the transactions contemplated thereunder constitute connected transaction subject to the reporting such as hospitals, distributors and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A retail pharmacies; and operation of the Listing Rules. Upon the terms and conditions a network of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a wholeretail pharmacy stores.

LISTING RULES IMPLICATIONS. To As at the best date of this announcement, the Lender is a direct wholly-owned subsidiary of Minsheng Jiaye. As at the date of this announcement, Minsheng Jiaye owned as to 100% of Shanghai Pinzui Enterprise Management Ltd., who in turns owned as to 100% of Jiahuang (Holdings) Investment Limited, who in turns owned as to 100% of Jiayou. As at the date of this announcement, Jiayou owned as to approximately 61.20% of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any shares of the promoters, directors, supervisors, chief executive or substantial shareholders Company in issue and a controlling shareholder (as defined in under the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the AgreementsCompany. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. HoweverAccordingly, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction Lender is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, and the transaction contemplated under the Second Capital Increase Loan Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) constitutes a connected transaction of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition Company under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions As one of the second and third equity acquisitions applicable percentage ratios in respect of the transaction contemplated under the Cooperation Loan Agreement being finalizedis more than 5% and all are below 25%, the Company shall aggregate such equity acquisitions with entering of the first equity acquisition and comply with Loan Agreement is subject to reporting, announcement and independent shareholdersIndependent Shareholders’ approval requirements pursuant to Chapter 14 and under Chapter 14A of the Listing Rules. The terms An EGM will be convened and conditions held for the Independent Shareholders to consider, and if thought fit, approve, the Transactions contemplated thereunder. Jiayou and its associates will abstain from voting at the EGM in respect of the Agreements have been negotiated on an arm’s length basisresolution approving the Transactions. The Independent Board considers Committee of the Agreements Company, comprising all the independent non-executive Directors, namely ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇ Shaomu, ▇▇. ▇▇▇▇ Yinping and ▇▇. ▇▇▇ Gensheng, has been established to advise the Independent Shareholders in respect of the Transactions. Gram Capital will be appointed as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be on normal commercial terms, fair and reasonable, and in the interests of the Company and despatched to the Shareholders as a wholeon or before 20 December 2019.

LISTING RULES IMPLICATIONS. To As the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders highest applicable percentage ratio (as defined under the Listing Rules) in relation to the Merger exceed 5% and are less than 25%, the Merger constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under the Listing Rules. As at the date of this announcement, DCT, a non wholly-owned subsidiary of the Company, is owned as to 51% by Dalian Port Container and 49% by Singapore Dalian Port. As Singapore Dalian Port is a substantial shareholder (as defined under the Listing Rules) of the Company or any of its subsidiariesDCT, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction Singapore Dalian Port is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the CompanyCompany at the subsidiary level. HenceEach of Singapore Dalian Port and PSA China is controlled by Temasek Holdings. As such, PSA China is an associate of Singapore Dalian Port and a connected person of the Company at the subsidiary level. Accordingly, the transactions contemplated with Singapore Dalian Port and PSA China under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media Merger constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon None of the Directors has a material interest in the Merger or is required to abstain from voting on the Board resolutions for approval of the same. Given (i) the Board has approved the Merger Agreement; and (ii) the independent non-executive Directors have confirmed that the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Merger Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, are fair and reasonable, on normal commercial terms and in the interests of the Company and the its Shareholders as a whole, the Merger contemplated under the Merger Agreement is subject to the reporting and announcement requirements only but are exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. The Surviving Company will be principally engaged in developing, construction, managing and operating container terminals and their auxiliary facilities; providing loading and unloading, transportation, yarding, storage, safekeeping, allocation, forwarding and multimodal transport services for containers and other goods; integrated logistics; repair and cleaning of containers; assembly and disassembly of containers; providing integrated services for the management of containers; providing electronic data interchange services, developing and consultation services in relation to information systems; operating freight stations; providing bonded warehouse and regulatory services for imported and export goods; investing, constructing and operating auxiliary facilities such as yards and warehouses related to the container terminal business; and other related businesses.

LISTING RULES IMPLICATIONS. To Since SOCPML is an indirect wholly-owned subsidiary of SOCL, the best controlling shareholder of the Directors’ knowledgeCompany, information and belief having made all reasonable enquiry, Beijing Senmeng Media it is a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. HenceAccordingly, the transactions contemplated continual provision of the SOC Property Management Services under the Second Capital Increase Agreement, the Cooperation New Property Management Services Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media will constitute a continuing connected transactions transaction of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon As the terms and conditions Annual Cap exceeds HK$3 million while all the applicable percentage ratios as defined under the Listing Rules calculated in respect of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalizedAnnual Cap are less than 5%, the Company shall aggregate such equity acquisitions with said continuing connected transaction is subject to the first equity acquisition and comply with reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval requirements pursuant to Chapter 14 and requirement under Chapter 14A of the Listing Rules. The terms SOCL, being the holding company of SOCPML, is held under the Bosrich Unit Trust, the units of which are the property of a discretionary trust, of which ▇▇. ▇▇, an executive Director and conditions the Chairman of the Agreements have been negotiated on an arm’s length basisCompany, is the founder and both Mr. Lo and ▇▇. The Board considers ▇▇, a non-executive Director and the Agreements to be on normal commercial termsdaughter of Mr. Lo, fair and reasonable, and in are discretionary beneficiaries. Given the interests of Mr. Lo and Ms. Lo in SOCL as set out above, both of them are considered to have material interests in the New Property Management Services Agreement. Mr. Lo abstained from voting on the relevant resolutions at a Board meeting, while Ms. Lo did not attend the meeting. Additionally, ▇▇. ▇▇▇▇ is also a director of SOCPML. To avoid any conflict of interest, he voluntarily abstained from voting for good corporate governance. The Company will adopt the following internal control measures to ensure that the transaction contemplated under the New Property Management Services Agreement is conducted according to its terms, including the pricing basis, and that the Shareholders as a whole.Annual Cap will not be exceeded:

LISTING RULES IMPLICATIONS. To the best As Beijing SkyOcean Foundation is an indirect wholly-owned subsidiary of the Directors’ knowledgeCompany, information and belief having made all reasonable enquirythe New PMS Agreement entered into by Beijing SkyOcean Foundation shall be transactions for the Company under the Listing Rules as the definition of “listed issuer” under the Listing Rules includes the listed issuer’s subsidiaries. As at the date of this announcement, Beijing Senmeng Media Property Management is indirectly owned as to 64% by ▇▇. ▇▇▇▇, who is a third party which is independent of any of Substantial Shareholder, the promoters, directors, supervisorschairman, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement officer and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person an executive Director of the Company. HenceTherefore, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute Property Management is regarded as a connected transactions person of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholderresult, the entering of the New PMS Agreement constitutes a continuing connected transaction of the Company under the Listing Rules. Following the entering into the New PMS Agreement, there is an update on the annual caps as compared to those disclosed in the section titled “Property Management Services Agreements” in the Previous Announcement. Pursuant to Rule 14A.54 of the Listing Rules, the Group is required to re-comply with Rule 14A.53 of the Listing Rules to set the Revised Annual Caps in respect of the transactions contemplated under the Second Capital Increase Agreement is exempt from all PMS Agreements. As the relevant applicable percentage ratios (other than the profits ratio) set out in Rule 14.07 of the Listing Rules in respect of the fees regarding the property management services payable by the Group to the Property Management Services Providers under the PMS Agreements exceed 0.1% but are below 5%, the transactions contemplated thereunder and the relevant annual caps are subject to reporting, announcement and annual review but are exempt from independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of under the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis. The Board considers the Agreements to be on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS. To the best of the Directors’ knowledgeAngang Group Company indirectly holds, information and belief having made all reasonable enquirythrough Angang Holding, Beijing Senmeng Media is a third party which is independent of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined an approximate 67.29% equity interest in the Listing Rules) Company and hence, is the ultimate controlling shareholder of the Company or any of its subsidiaries, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements, but will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions As an ultimate subsidiary of Angang Group Company, Pangang Vanadium & Titanium is a connected person of the second and third equity acquisitions Company as defined under Chapter 14A of Listing Rules. As such, the transactions contemplated under the Cooperation Supply of Materials and Services Agreement being finalizedand the Supply of Raw Materials Agreement constitute continuing connected transactions of the Company. As the proposed transactions under the Supply of Raw Materials Agreement concern the supply of raw materials, it is similar in nature with certain transactions under the Supply of Materials and Services Agreement, and therefore they are aggregated pursuant to Rule 14A.81 of the Listing Rules. Based on the applicable percentage ratios, the Company shall aggregate such equity acquisitions proposed annual monetary caps for transactions contemplated under the Supply of Materials and Services Agreement and the Supply of Raw Materials Agreement (as aggregated with the first equity acquisition Supply of Materials and comply with Services Agreement) constitute non-exempt continuing connected transactions that are subject to the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements pursuant to Chapter 14 and under Chapter 14A of the Listing Rules. The terms and conditions of the Agreements have been negotiated on an arm’s length basis▇▇. The Board considers the Agreements to be on normal commercial terms▇▇▇ ▇▇▇, fair and reasonable, and in the interests a Director of the Company who also holds the position of vice- general manager of Angang Group Company, is considered to have a material interest in the transactions under the Supply of Materials and Services Agreement and the Shareholders Supply of Raw Materials Agreement due to his senior management position in Angang Group Company. He has abstained from voting on the resolutions in relation to the Supply of Materials and Services Agreement and the Supply of Raw Materials Agreement proposed to the Board. Save as disclosed above, none of the Directors attended the Board meeting has a wholematerial interest in the aforementioned agreements.

LISTING RULES IMPLICATIONS. To As the best Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Directors’ knowledgeFifth Entrusted Loan Agreement, information the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent Rule 14.23 of any of the promoters, directors, supervisors, chief executive or substantial shareholders (as defined in the Listing Rules) . As the applicable Percentage Ratios in respect of the Company or any of its subsidiariesFifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, or any of their respective associates save for the entering into of the Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the First Capital Increase Agreements are less than 5%. However, the transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Fifth Entrusted Loan Agreement and the Supplemental Agreement, constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) under Chapter 14 of the Listing Rules. Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a consequence of the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, Rules and therefore constitutes a connected person of the Company. Hence, the transactions contemplated under the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute connected transactions of the Company under the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the transaction contemplated under the Second Capital Increase Agreement is exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Cooperation Agreement are more than 0.1% but is less than 2.5%, and therefore, the transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirementsrequirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, but will be exempt from Independent Shareholders’ approval requirements set out in Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. Upon As a result, the terms entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and conditions Singlong Suzhou constitutes a connected transaction of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirements pursuant Company. Pursuant to Chapter 14 and Chapter 14A Rule 14A.81 of the Listing Rules. The terms and conditions of , the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been negotiated on an arm’s length basisaggregated. The Board considers As the Agreements to be Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms, terms and its terms are fair and reasonable, reasonable and in the interests of the Company and the Shareholders its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. References are made to the announcements of Company dated 10 March 2015, 26 March 2015 and 4 August 2015 in relation to the Discloseable and Connected Transactions in respect of the Second Entrusted Loan Agreement, the Third Entrusted Loan Agreement and the Forth Entrusted Loan Agreement. The Board announces that, on 26 January 2016, Shanghai Zhongjun, a non-wholly owned subsidiary of the Company, entered into the Fifth Entrusted Loan Agreement with Singlong Suzhou and a bank, pursuant to which Shanghai Zhongjun (as Lender) agreed to grant an entrusted loan in the principal amount of RMB200 million to Singlong Suzhou (as Borrower) through the Bank (as lending agent).