Common use of REASONS FOR AND BENEFITS OF THE DISPOSAL Clause in Contracts

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against the backdrop of the outbreak of Coronavirus Disease 2019 in the PRC at the beginning of 2020, demand for hydraulic press products has been further affected by the conditions and growth of the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained in the PRC, it is expected that the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. Furthermore, the hydraulic press industry in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRC, the Directors believe that the Disposal may allow the Company to realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the Disposal. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against At the backdrop time of this announcement, the Group is principally engaged in the business of property development and investment, and manufacturing and trading of wine products. As reported in the Group’s interim report for the six months ended 30 September 2008, the Group’s wine business conducted by Xxxxxxxxx continued to be disappointing. Fushiwang was in serious financial distress due to lower demand, increasing market competition, upsurge of operating costs and inadequate financial resources. The Directors believe that with reference to the financial position of the outbreak of Coronavirus Disease 2019 Disposal Group, in particular the PRC at the beginning of 2020, demand for hydraulic press products has been further affected by the conditions and growth of the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives losses on operations and the levels size of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained in the PRCnet liabilities, it is expected that highly unlikely for the growth Disposal Group to contribute positively to the profitability of hydraulic press demand will be decelerated the Group in short and medium term. Taking into account of the negative net asset value of the Disposal Group and the accumulated losses recorded by the Disposal Group, which were mainly due to lingering economic uncertainty. Furthermore, the hydraulic press industry operating losses of the Disposal Group in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRCpast years, the Directors believe that the Disposal may allow the Company to realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, consider it is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the Disposal. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms and in the interests best interest of the Company and the Shareholders as a wholewhole to dispose of the entire issued share capital of South Perfect, and hence the investment in Fushiwang, pursuant to the terms and conditions of the Sale and Purchase Agreement. After the Disposal, the Company will be able to deplore its resources to new business opportunities which could generate good revenue for the Group. Based on the audited consolidated financial statements of the Disposal Group for the year ended 31 March 2008, it is estimated that, upon completion of the Disposal, the Group will record a gain on Disposal of approximately HK$21,000,000 for the year ending 31 March 2010, after deducting the commission payable to the Agent and other expenses. Such gain is estimated based on (i) the consideration under the Sale and Purchase Agreement and (ii) reversal of net liabilities attributable to the deconsolidation of the Disposal Group. The final amount of the actual gain as a result of the Disposal will be determined upon completion of the Disposal and subject to review by the Company’s auditors.

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against The Group is principally engaged in (i) the backdrop provision of factoring services; (ii) financial investments; (iii) winery and wine related business; and (iv) property development and investment. In recent years, the real estate business of the outbreak Group has been growing rapidly. According to the interim report of Coronavirus Disease 2019 the Group for the six months ended 31 December 2016, the substantial increase in profit attributable to the owners of the Company during the reporting period as compared to that for the preceding corresponding period was mainly driven by the fair value gain on Xxxxxx Financial Global Centre, an investment property of the Group situated in Kowloon Bay, Hong Kong. In order to capture the benefits from the recent growth in property market in Hong Kong, the Group has been actively expanding its real estate portfolio through various steps including but not limited to the acquisition of a land parcel situated in Xxxxxx Xxxxx Street, Ho Man Tin, Hong Kong in March 2016 and the development of a residential property development project at the Ho Man Tin Station Package One Property Development in December 2016. In view of the improving transport connectivity in Kowloon East, the Board believes the prospects of the existing property projects of the Group would be strengthened, and that the Disposal would allow the Group to effectively allocate and devote its resources into other business segments with promising prospects including its real estate business in the PRC at future. In addition, by offsetting the beginning of 2020, demand for hydraulic press products has been further affected Consideration against the amount payable by the conditions Vendor to the Purchaser arising from the previous acquisition as stipulated under the 2015 Tianjin Sale and growth Purchase Agreement, liabilities of the industries Group would be reduced upon Completion, thereby providing the Group with financial flexibility for its future business development. The Group expects to recognise a gain from the Disposal of approximately HK$759,000 (subject to adjustment and audit) in which Tianjin Tianduanits accounts for the year ending 30 June 2017. The gain on Disposal is estimated based on the Consideration less the unaudited consolidated net assets of the Disposal Group as at 31 May 2017, the shareholder’s customers operate, particularly loan of the cyclical industries, which are influenced by macroeconomic factors within the PRC, such Disposal Group as government policy initiatives at 31 May 2017 and the levels release of fixed asset investmenttranslation reserve of the Disposal Group arising from exchange rate changes. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained in the PRC, it No sale proceed is expected that the growth of hydraulic press demand will to be decelerated due to lingering economic uncertainty. Furthermore, the hydraulic press industry in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure arisen from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operatesDisposal. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one In light of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRCreasons set out above, the Directors believe that the Disposal may allow the Company to realise its investment in Tianjin Tianduan (excluding Mr. Xxx and further apply its resources for maintaining the existing businesses of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, Xxxx but including all independent non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the Disposal. The Directors Directors) consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, that the terms of the Equity Transfer Agreement Disposal are fair and reasonable, and that the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against The Group is principally engaged in the backdrop business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. As disclosed in the interim report of the outbreak of Coronavirus Disease 2019 in Company for the PRC at six months ended 30 June 2019, the beginning of 2020, demand revenue and gross profit decreased significantly compared to that for hydraulic press products has been further affected by the conditions and growth six months ended 30 June 2018. In view of the industries in which Tianjin Tianduan’s customers operate, particularly current market environment and business prospects of the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained property market in the PRC, it is expected that and having regard to the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. Furthermore, the hydraulic press industry in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its uncertain business performance and results of operations. It has been one operation environment of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and property leasing market conditions in the hydraulic press industry in the PRC, the Directors believe Company expects that the Group can benefit from the Disposal may allow as it can obtain positive cash flow from the Disposal which will strengthen the financial position of the Group and will provide funds for the general working capital of the Group and settlement of its outstanding liabilities. The Company has requested different property agents to sell the Properties for more than half a year. As informed by the property agents, few people inquired about the Properties with those who inquired demanding for a lower price from time to time. In addition, as the Properties comprise 8 commercial premises on the same floor which involved a large sum of the Consideration, it’s difficult to identify a willing purchaser in a short period of time. As a result, when the Purchaser was identified, the Vendor grasped the opportunity and entered into the Sale and Purchase Agreement with the Purchaser. In view of the outstanding liabilities detailed in the section headed “Use of Proceeds” above, the Company entered into the placing agreement dated 20 September 2019. In addition, taking into consideration the uncertain development of property market in PRC as detailed below, the Company has put its 9 properties, i.e. the Properties and a residential house in Shenzhen for sale or lease to realise its investment in Tianjin Tianduan and further apply its resources their value for maintaining the existing businesses settlement of outstanding liabilities of the Group. As Xxat the date of this announcement, the residential house in Shenzhen is vacant with no pledge or mortgage for which no potential purchaser was identified. Xxxxxx Wing YuiThe Company has conducted researches with reference to public information on the office market in the PRC and in particular, XxxxxxShenzhen. According to certain research reports on the PRC real estate market in 2019 prepared and published by famous and trustworthy property valuers, non-executive Directorthere is approximately 58% decline in the net absorption rate and the vacancy rate rose to 20.9% in the second quarter of 2019 for the office market in 17 major cities in PRC. In addition, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services the vacancy rate will continue to increase due to the Company expected large supply. The oversupply, together with the slowdown in respect the PRC economy will inevitably impose downward pressure to the office market in Shenzhen. It is noticed that the geopolitical uncertainty derived from China-US trade tension and the extra tariff on Chinese exports to the US and consequent reduction in import/export activity has cast a shadow over the business confidence in the PRC. Shenzhen, as a leader of the Disposal, he has voluntarily abstained from voting PRC economy at the forefront of its economic reform may be affected immediately and directly. The challenging outlook for the PRC economy in light of the ongoing trade war and the increasing competition in nearby cities brought by The Planning of the Guangdong-Hong Kong-Macau Greater Bay Area may deteriorate the property market in Shenzhen in the future. It might cause and intensify the negative impact on the resolutions fair value of the Board approving Properties. As such, due to a worsening economic outlook of the Equity Transfer Agreement PRC and high vacancy rate of office market in Shenzhen, it is understandable that the Disposalcurrent market value of the Properties is different from the market value of the Properties when it was acquired in 2015 and its latest book value as at 31 December 2018. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not optimistic to the office market in Shenzhen in the ordinary coming future as the office market in Shenzhen is in a downward trend. In order to eliminate the risk of potential further loss of the Properties and usual course in consideration of business the funding needs of the Group, the terms Directors decided to proceed with the Disposal and are of the Equity Transfer Agreement are fair and reasonable, and view that the Disposal at the Consideration which is on normal commercial terms and similar to the valuation of the Properties disclosed in the interests section headed “Consideration and payment terms” is fair and reasonable and is in the best interest of the Shareholders and the Company as a whole. UPDATE ON THE PLACING Reference is made to the announcement of the Company dated 20 September 2019 in relation to the placing of new Shares under general mandate of the Company. The placing agent has identified more than 6 placees, and completion of the placing will take place in accordance with the placing agreement. The long stop date for fulfillment of the conditions precedent of the placing is 31 October 2019. Net proceeds from the placing are expected to be approximately HK$8.4 million. UPDATE ON THE ACQUISITION Reference is made to the announcement of the Company dated 17 July 2017. Skyline Top Limited (“Skyline Top”, a subsidiary of the Company) entered into an agreement with Yardley Wealth Management Limited (“Yardley”) to acquire the remaining 50% interests in Delightful Hope Limited (“DHL”), which indirectly wholly owns the Vendor, for cash consideration of HK$55 million (the “Acquisition”). On 19 March 2019, the parties agreed to extend the long stop date of the Acquisition to 31 March 2020. As stated in the table on page 6 of this announcement, part of the net proceeds from the Disposal are intended to be used to settle the remaining balance of HK$10 million of the consideration in relation to the Acquisition. DHL is a joint venture company incorporated in the British Virgin Islands and a non-wholly owned subsidiary of the Company. It is owned as to 50% by the Company and its principal business is investment holding. There is no change in the business operation of DHL since its incorporation. Part of the net proceeds from the Disposal are intended to be used for the settlement of the remaining balance of HK$10 million of the consideration in relation to the Acquisition and the interest accrued, upon payment of which completion of the Acquisition will take place. Save for disclosed, no other agreement or arrangement was made between Skyline Top and Yardley in relation to the Consideration. Notwithstanding the Acquisition has not been completed, the Group is legally entitled to proceed with the Disposal and fully receive the Consideration. Pursuant to the agreement for the Acquisition dated 17 July 2017 (as amended by the supplemental agreements dated 31 July 2017, 17 January 2018 and 19 March 2019), all conditions precedent have been fulfilled. It is the obligation of Skyline Top to make the balance of the consideration upon completion of the Acquisition. In view of the cashflow of the Group and after arm’s length negotiation between the parties, Xxxxxxx agreed to postpone the completion of the Acquisition pending the payment of the remaining balance of the consideration. Even though the completion of the Acquisition has not taken place and in consideration of the downturn of the Shenzhen property market, Xxxxxxx agreed to receive the remaining balance upon Completion. As such, the Disposal does not constitute a material change of the Acquisition. In addition, DHL also indirectly owns the residential house in Shenzhen with the book value of approximately RMB19.5 million (equivalent to approximately HK$22.2 million) as at 31 December 2018 based on the valuation report as at 31 December 2018 which was carried in the books of the Company using an exchange rate of RMB1 to HK$1.1386 quoted on 31 December 2018 which is an investment property for sale or lease. It is fair and reasonable and the contractual obligation of Skyline Top to proceed with the Acquisition after the Completion. GEM LISTING RULES IMPLICATIONS As one of the applicable percentage ratios calculated in accordance with the GEM Listing Rules in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of the Company under the GEM Listing Rules. A circular containing, among other things, further details of the Disposal, notice of the SGM and other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders as a wholeon or before 19 November 2019. As the Disposal is subject to, amongst others, Shareholders’ approval at the SGM and may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against In 2016, the backdrop Group acquired the Target Group, which was then the largest waste management service provider in New Zealand, to promote its brand in overseas market and consolidate its leadership in the environmental industry. In the past few years, the Group has explored synergistic demands, industry integrations and collaborations between its domestic and overseas business and has repeatedly been awarded as the Top Ten Influential Enterprises in the solid waste industry by virtue of outstanding market influence and clear strategic positioning. However, in light of the outbreak of Coronavirus Disease 2019 latest market sentiment and uncertainties in international relations, the Company intends to focus on its waste treatment and waste-to- energy business development in the PRC at in the beginning of 2020long run. The Disposal, demand for hydraulic press products has been further affected by namely the conditions and growth disposal of the industries Group’s entire business segment in which Tianjin Tianduan’s customers operateNew Zealand, particularly represents a good opportunity of the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives Group to realise its overseas investment for cash and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained reposition its strategic focus in the PRC, it . The Disposal is expected that a key step of the growth of hydraulic press demand Group’s business strategy which will be decelerated due enable the Group to lingering economic uncertainty. Furthermore, reallocate and consolidate the hydraulic press industry capital and human resources originally used in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect Target Group to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRC. In addition, as set out in the Directors believe that “Use of Proceeds” section above, a considerable amount of the Disposal may allow the Company net proceeds will be used to realise its investment in Tianjin Tianduan and further apply its resources for maintaining repay the existing businesses loans and liabilities of the Group which will reduce the indebtedness of the Group and strengthen the financial position of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect In light of the Disposalabove, he has voluntarily abstained from voting on the resolutions Directors are of the Board approving the Equity Transfer Agreement and the Disposal. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, view that the terms of the Equity Transfer Agreement are on normal commercial terms, fair and reasonable, and that the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole. VOTING UNDERTAKING On 31 March 2022, BCHK signed an irrevocable undertaking to the Company that it will, after the Disposal is approved by the shareholders at the general meeting of BCPRC, vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. On 31 March 2022, BCG Chinastar signed an irrevocable undertaking to the Company that it will vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. As at the date of this announcement, the number of Shares held by BCHK and BCG Chinastar amounted to 6,449,026,736 Shares and 3,116,767,072 Shares, respectively, representing approximately 45.11% and 21.80% of the total issued Shares, respectively. LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceeds 75%, the Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. None of the Directors has material interest in the Disposal and hence no Director was required to abstain from voting on the relevant resolution(s) of the Board approving the Agreement and the transactions contemplated thereunder.

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against The Company is principally engaged in investment holding and the backdrop of the outbreak of Coronavirus Disease 2019 Group is principally engaged in the PRC at the beginning property development of 2020, demand properties for hydraulic press products has been further affected by the conditions and growth of the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained sale in the PRC, the investment of commercial and residential properties located in the PRC for rental income potential and/or for capital appreciation, the provision of project management services in the PRC and the provision of investment services in relation to investment in and sale of property development and old village land redevelopment projects in the PRC. The Disposal Company was in a net liability position as at 31 March 2023 and this position is expected to remain at the same level upon settlement of the legal case amounted to RMB296,304,000 (equivalent to approximately HK$323,920,000), when Hengxiang Real Estate will transfer the properties held under the Anshan Coastal Xintiandi Project for settlement purposes as disclosed under the section headed “Information on the Disposal Company” in this announcement. The net liability position of the Disposal Company is mainly attributable to the trade and other payables in the amount of approximately HK$368 million and tax payable in the amount of approximately HK$37.6 million as at 31 March 2023. As the Disposal Company will not have any operations subsequent to the transfer of the Anshan Coastal Xintiandi Project for settlement of the legal case and the completion of the title transfer process of the Beijing Bay Project, its net liability position is expected to worsen when it continues to incur day-to-day expenses. Given the current financial position and the future prospects of the Disposal Company, the Board is of the view that the Disposal will enable the Group to realise its investment in the Disposal Company and improve the balance sheet of the Group as the Disposal Company will cease to be a subsidiary of the Group and the assets and liabilities of the Disposal Company will no longer be consolidated into the consolidated financial statements of the Group. Following Completion, the Group will continue to operate the following projects in terms of its operations in the property development segment: Project Use Market value as at 31 March 2023 Development stage GFA of the development Total revenue expected to be recognised for the whole project Timeline of revenue recognition Whether the revenue will be consolidated into the Company’s financial statements (RMB’000) (sq.m.) (RMB’000) Shahekou District, Dalian Mixed 50,700 Completed for sale 217,200 55,620 Starting from fourth quarter of 2024 Yes Jinzhou District, Dalian Medical and hygiene 172,000 To be developed 123,046 250,000 Starting from fourth quarter of 2025 Yes Sujiatun District, Shenyang Mixed 598,000 To be developed 1,914,900 5,000,000 Starting from third quarter of 2027 Yes Chaoyang District, Beijing* Commercial No commercial value as no relevant State- owned Land Use Rights Certificate was granted To be developed 45,000 6,800,000 Starting from 2030 Yes Remaining parts of the Chongqing Silo City Project# Residential 29,085 Completed for sale 12,291 35,333 Starting from second quarter of 2024 Yes Remaining parts of the Dalian Jianzhu Project# Residential 73,800 Completed for sale 4,697 62,233 Starting from first quarter of 2025 Yes * The Group intends to develop the project for the investment purpose and it is expected that the growth property will generate aggregate rental income in the estimated amount of hydraulic press demand RMB6.8 billion over the course of 35 years starting from 2030. # As disclosed under the section headed “Information of the Disposal Company” of this announcement, approximately 29.8% of the Chongqing Silo City Project and approximately 24.05% of the Dalian Jianzhu Project will be decelerated due transferred by the Group in settlement of a legal case and the remaining parts of the Chongqing Silo City Project and the Xxxxxx Xxxxxxx Project will continue to lingering economic uncertaintybe operated by the Group. FurthermoreAs such, the hydraulic press industry figures stated herein represent the value for the projects remaining after such transfer. The Group is expected to continue to generate its revenue mainly from its property development segment, which involves the sale of completed properties, and property investment segment, which involves the investment of the Group in commercial and residential properties located in the PRC is still intensely competitive and price sensitivefor rental income potential and/or capital appreciation. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operatesThe Group develops quality residential estates for upper to middle class domestic market for its property development segment. MeanwhileFor its property investment segment, the volatility Group holds some of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty its properties, including commercial and potential instability with respect to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry residential properties located in the PRC, for investment purposes. In managing its investment property portfolio, the Directors believe Group takes into account the long-term growth potential and overall market conditions of the properties and the Group may sell some of the investment properties when it is in its interests to do so. For the six months ended 30 September 2023, the revenue derived from its property development segment represented approximately 5.2% of the total revenue of the Company for the period, whereas the revenue derived from its property investment segment represented approximately 94.8% of the total revenue of the Company for the period. The revenue derived from the Group’s property development segment contracted for the six months ended 30 September 2023 in view of current down cycle of the PRC real estate industry, such that the Disposal may allow Group has adopted a more conservative approach in investing in new development projects. However, the Company Group continues to look for opportunities to realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses development projects as part of the Group’s business activities in the property development segment in order to reduce its debts. As Xx. Xxxxxx Wing Yuiillustrated in the table above, XxxxxxShahekou District Dalian project, non-executive Director, is a consultant the remaining parts of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement Chongqing Silo City Project and the DisposalDalian Jianzhu Project are expected to generate revenue for the Group for the financial year ending 31 March 2025. The Directors consider that, although It is estimated that for the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole.financial year ending 31 March 2025

REASONS FOR AND BENEFITS OF THE DISPOSAL. Against the backdrop The principal activities of the outbreak Group comprise the distribution and maintenance of Coronavirus Disease 2019 a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the PRC and Southeast Asia. The Purchaser was established in 1934 and is one of the leading manufacturers for measuring instruments in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC at without any contractual restriction. In addition, the beginning proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of 2020, demand for hydraulic press products has been further affected by proceeds from the conditions and growth of the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained Disposal is set out in the PRC, it is expected that section headed “Intended Use of Proceeds” below. Based on the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. Furthermore, the hydraulic press industry in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRCabove, the Directors believe consider that the Disposal may allow contemplated by the Company to realise its investment in Tianjin Tianduan Sale and further apply its resources for maintaining the existing businesses of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Purchase Agreement and the Disposal. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.