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

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors (including the independent non-executive Directors) considered that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Prior to the entering into of the 2017 Master Lease Agreement is for Agreement, the continuing Group has been leasing and/or licensing certain commercial premises and ancillary facilities including but not limited to offices and car parking spaces beneficially owned by the Lessor Group under the Existing Leases. Based on the total rent payable annually under the Existing Leases, the Existing Leases constitute a de minimis transaction under Rule 14A.76 of the Listing Rules. The Group anticipates that based on the administrative, operational, marketing, promotional and sales needs of needs, it will have to continue the Group. Following the expiry of the 2014 Master Lease Agreement, the Group Existing Leases and may have to renew some of the such Existing Leases when their respective terms they expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor have entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Termrenewed. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; and (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; rent and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors (including the independent non-executive Directors) considered consider that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, into in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was has been entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.2359.29% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Entrustment Guarantee Agreement The issuance of guarantee for each project is costly and administratively burdensome for the Group, as security deposit will be required and fees will be charged by the bank for each such issue and it is time-consuming to repeatedly apply for their issuance. The provision of the Guarantee by Xxxxx Holding can help reduce such administrative expenses and facilitate Xxxxx Engineering to obtain the relevant engineering, procurement and site services contracts from Zapsibneftekhim LLC. In addition, the dispensation of payment of Guarantee and security deposits will also allow the Group to put its cash to more efficient use and to lower its receivables. The 2023 Property Leasing Framework Agreement Xxxxx Engineering is the legal owner of the Xxxxx Complex. The Group occupies certain premises at the Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the market so as to better utilise the Group’s assets and to generate returns for the Group. The Directors consider that entering into of the 2017 Master Lease 2023 Property Leasing Framework Agreement is will ensure consistent treatment for different Xxxxx Holding Entities leasing premises at the continuing administrativeXxxxx Complex, operational, marketing, promotional and sales needs also provide flexibility to the Company and Xxxxx Holding when adjustments to the floor space occupied by different parties are required. The 2023 Service Agreement One of the Group’s businesses is the provision of engineering, procurement and construction management services. Following the expiry of the 2014 Master Lease Agreement, Xxxxx Group has an information technology team and a legal and compliance team where the Group may have to renew has in the past utilized some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out services in a framework of the terms for the Leases to be made or renewed within the duration of the Termsmall scale. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding expertise of the Group in the provision of the services contemplated under the 2023 Service Agreement and its familiarity with the businesses of Xxxxx Group’s requirements in terms of premises required for its usual course of business; (ii) the amount efficiency and economies of rent payable scale which can be derived by the relevant Group Companies pursuant to by utilizing the Existing Leases information technology services and legal and compliance services of Xxxxx Group given its familiarity with the internal information technology set up of the Group and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rentGroup’s legal and compliance requirements; and (iii) the Lessor agreed that fees receivable by the amount of rent Group from Xxxxx Group and the fees payable by the Group to Xxxxx Group under the Leases to be entered into will be determined based on 2023 Service Agreement are negotiated after arm’s length discussions and will not be exceeding the market rentreflect normal commercial terms, the Company considers it desirable to enter into the 2023 Service Agreement in its ordinary course of business. Directors’ View As Xx. Xxx Xxxxxxx is a director and president of Xxxxx Holding, Xx. Xxx Xxxxxxx have abstained from voting on the Board resolutions approving the Entrustment Guarantee Agreement, the 2023 Property Leasing Framework Agreement and the 2023 Service Agreement, as well as their respective proposed annual caps. The Directors (including the independent non-executive DirectorsDirectors but excluding Xx. Xxx Xxxxxxx who have abstained from voting) considered are of the view that the Leases contemplated under Entrustment Guarantee Agreement, the 2017 Master Lease 2023 Property Leasing Framework Agreement would be and the 2023 Service Agreement were entered into, into in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations negotiation between the parties, reflect normal commercial terms and the terms of the Leases transactions contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) thereunder are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole. As GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company. The principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from technical appraisal, early project planning, feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-sale technical support. Xxxxx Engineering is the principal operating subsidiary of the Company. Xxxxx Holding is the Company’s holding company and is an investment holding company. It is directly wholly-owned by Xx. Xxx Che-xxx, Xxxxxxxx. Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all Xxxxxxxx’s principal business activity is the executive Directors control of the Companybusiness operations of Xxxxx Group. The principal activity of Xxxxx Group is the provision of engineering services, are the discretionary beneficiaries offshore and marine engineering and new chemical materials. The business of the Lui’s Family Trust which has 100% indirect shareholding interest in the LessorXxxxx Group covers storage and utilization of resources such as coal, each oil and natural gas, onshore energy engineering services, manufacture of them is considered to have material interests in the 2017 Master Lease Agreement marine engineering equipment and has abstained from voting on the resolutions development of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereundernew downstream chemical materials. LISTING RULES IMPLICATIONS The Lessor Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 75.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company within the meaning Company. As each of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company Xxxxx Holding Entities is an associate of a substantial shareholder Xxxxx Holding, each of the Company and them is regarded as also a connected person of the Company. Accordingly, (i) the financial assistance provided to Xxxxx Engineering by Xxxxx Holding by virtue of the provision of the Guarantee and the payment of the guarantee fee to Xxxxx Holding by Xxxxx Engineering under the Entrustment Guarantee Agreement constitute connected transactions of the Company within the meaning under Chapter 14A of the Listing Rules. Hence, ; and (ii) the entering into of transactions contemplated under the 2017 Master Lease 2023 Property Leasing Framework Agreement constitutes and the 2023 Service Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Guarantee provided by Xxxxx Holding is conducted on normal commercial terms and is not secured by any assets of the Group, the Guarantee is fully exempted from the reporting, announcement and independent shareholders’ approval requirements set out in the Listing Rules in accordance with Rule 14A.90 of the Listing Rules. Since one or more of the applicable percentage ratios are more than set out in Rule 14.07 of the Listing Rules in respect of (i) the estimated maximum guarantee fee payable by Xxxxx Engineering under the Entrustment Guarantee Agreement, (ii) the highest annual cap for the amounts payable by the Xxxxx Holding Entities to the Group under the 2023 Property Leasing Framework Agreement, (iii) the highest annual cap for the amounts payable by the Group under the 2023 Service Agreement to Xxxxx Group, and (iv) the highest annual cap for the amounts receivable by the Group under the 2023 Service Agreement from Xxxxx Group, in each case is expected to be above 0.1% but less than below 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are only subject to the announcementreporting, reporting and annual review requirements, and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, the Company’s non-executive director. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The entering into Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the Phase 1A Development and development of the 2017 Master Lease Agreement Phase 1A Associated Facilities under the Existing Phase 1A Development Management Agreement. It is beneficial for the continuing administrativeProject to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, operationalas well as engagement of Xx Xxxxx’x other associates to provide the relevant Marketing Agency Services, marketing, promotional Sales Agency Services and sales needs Property Management Services for the Project during and upon completion of development of the GroupProject. Following the expiry None of the 2014 Master Lease Agreementother Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the Group may have to renew some relevant resolution of the Existing Leases when their respective terms expire, Board approving each of the Service Agreements and may further enter into new Leases to satisfy the future transactions contemplated thereunder. As the principal business needs of the Group from time to time. Accordingly, the Company is property development and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rentmanagement, the Directors (including the independent non-executive DirectorsDirectors but excluding Xx Xxxxx) considered consider that the Leases transactions contemplated under the 2017 Master Lease Agreement would be Service Agreements have been entered into, into in the usual and ordinary and usual course of business of the Group Group. They also consider that each of the Service Agreements has been negotiated and that conducted on an arm’s length basis between the 2017 Master Lease Agreement (together with the Annual Caps) was entered into parties and is on normal commercial terms terms. The Directors (or better to including the Groupindependent non-executive Directors but excluding Xx Xxxxx) after arm’s length negotiations between are of the parties, and view that the terms of each of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) Service Agreements are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement Service Agreements and the transactions contemplated thereunderthereunder have been approved by the Board. LISTING RULES IMPLICATIONS The Lessor As each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is an associate (as defined under the Listing Rules) of Xx Xxxxx, each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is also a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning Rule 14A.06 of the Listing Rules. HenceAccordingly, the entering into of transactions contemplated under the 2017 Master Lease Agreement constitutes Service Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since As the transactions contemplated under the Service Agreements all relate to the Project and are entered into with entities which are associates of the same connected person, Xx Xxxxx, and all the Service Agreements will be carried out on a continuing basis over a period of time, the annual caps of all such continuing connected transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios are more than in respect of the Aggregated Annual Caps of the Service Agreements exceed 0.1% but are less than 5%, the 2017 Master Lease Agreement and the such transactions contemplated thereunder are subject to the announcement, reporting announcement and annual review requirements, reporting requirements but are exempt from the independent shareholdersShareholders’ approval requirement and circular requirements under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into construction of the 2017 Master Lease Agreement New Xxxxx Complex was completed in October 2013. The New Xxxxx Complex has a total of 5 blocks with a total gross floor area of 126,703 square metres. Xxxxx Engineering is the legal owner of the New Xxxxx Complex. The Group occupies certain premises at the New Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the continuing administrative, operational, marketing, promotional market so as to better utilise the Group’s assets and sales needs of to generate returns for the Group. Following the expiry As a result of the 2014 Master Lease Agreementchanges in operational needs of Xxxxx Xxxxxxx, Xxxxx Nantong negotiated with Xxxxx Engineering for the Group may have to renew some reduction of gross floor area of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy premises at the future business needs of the Group New Xxxxx Complex that it leased from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the TermXxxxx Engineering. In view of the above and that (i) compared with leasing from independent third partiesthe premises leased to Xxxxx Nantong under the 2016 Xxxxx Nantong Property Leasing Agreement are vacant, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount subject premises of rent payable the 2014 Xxxxx Nantong Property Leasing Agreement vacated by Xxxxx Xxxxxxx could be put for lease in the relevant Group Companies pursuant to market at prevailing market rates which the Existing Leases Company believes would be no less favourable than the rentals and the other expired leases entered into property management services fees agreed between Xxxxx Engineering and Xxxxx Nantong under the 2014 Master Lease Agreement were not above the market rent; and Xxxxx Nantong Property Leasing Agreement, (iii) the Lessor agreed that the amount of rent rentals payable under the Leases 2016 Xxxxx Nantong Property Leasing Agreement and the property management services fees payable under the 2016 Xxxxx Nantong Property Management Services Agreement, in each case, reflect prevailing market rates, Xxxxx Engineering agreed to be entered enter into will be determined based the 2016 Xxxxx Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement with Xxxxx Xxxxxxx and to terminate the 2014 Xxxxx Nantong Property Leasing Agreement and the 2014 Xxxxx Nantong Property Management Services Agreement upon the commencement of the term of the 2016 Xxxxx Nantong Property Leasing Agreement. As Xx. Xxx Xxxx is also a director of Xxxxx Holding, Xx. Xxx Xxxx abstained from voting on the Board resolutions approving the transactions contemplated under the 2016 Xxxxx Nantong Property Leasing Agreement and will not be exceeding the market rent, the 2016 Xxxxx Nantong Property Management Services Agreement. The Directors (including the independent non-executive DirectorsDirectors but excluding Xx. Xxx Xxxx who has abstained from voting) considered are of the view that the Leases contemplated under 2016 Xxxxx Nantong Property Leasing Agreement and the 2017 Master Lease Agreement would be 2016 Xxxxx Nantong Property Management Services Agreements were entered into, into after arm’s length negotiation between Xxxxx Engineering and Xxxxx Xxxxxxx and in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on Group, reflect normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole, and the terms as well as the proposed annual caps for the transactions thereunder are fair and reasonable. As XxGENERAL INFORMATION The Company is an investment holding company. Xxx CheThe principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xxsale technical support. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all Engineering is the executive Directors principal operating subsidiary of the Company. Xxxxx Xxxxxxx is principally engaged in manufacture and sale of engineering machinery and ancillary steel-structured products, are the discretionary beneficiaries and provision of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunderengineering technology services. LISTING RULES IMPLICATIONS The Lessor Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 78.12% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned Company. As Xxxxx Nantong is an indirect subsidiary of CWLXxxxx Holding, which Xxxxx Nantong is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as also a connected person of the Company within the meaning of the Listing RulesCompany. HenceAccordingly, the entering into of transactions contemplated under the 2017 Master Lease 2016 Xxxxx Nantong Property Leasing Agreement constitutes and the 2016 Xxxxx Nantong Property Management Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since at least one of the applicable percentage ratios are more than set out in Rule 14.07 of the Listing Rules in respect of the annual caps for the amounts payable by Xxxxx Xxxxxxx under the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement, as aggregated, is, on an annual basis, above 0.1% but less than below 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are only subject to the announcementreporting, reporting and annual review requirements, and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company is of the view that entering into the Qihong Referral Services Agreement will benefit the Group since the Qihong Referral Services Agreement provides the Group with an additional income stream in its ordinary course of business. Also, the familiarity of Shanghai Qijia with the Group can avoid lengthy negotiations between the parties, and that the fees under the Qihong Referral Services Agreement are negotiated after arm’s length discussions and reflect normal commercial terms. In addition, since the two parties are both located in Shanghai, the proximity of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional two facilitates business communication and sales needs of the Groupdevelopment. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. AccordinglyAs a result, the Company and the Lessor entered considers it desirable to enter into the 2017 Master Lease Qihong Referral Services Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual ordinary course of business; (ii) . As Shanghai Qijia is ultimately controlled by Xx. Xxxx, Xx. Xxxx has abstained from voting on the amount of rent payable by Board resolution approving the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Qihong Referral Services Agreement. The Directors (including the independent non-executive DirectorsDirectors but excluding Xx. Xxxx who has abstained from voting) considered are of the view that the Leases contemplated under Qihong Referral Services Agreement was entered into after arm’s length negotiation between the 2017 Master Lease Agreement would be entered intorespective parties, and is in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on Group, reflect normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole, and the terms and annual caps are fair and reasonable. GENERAL INFORMATION The Company is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange. The Company is one of the leading providers of SaaS solution in interior design and construction industry in the PRC. Shanghai Qihong is a company incorporated in the PRC with limited liability and principally focused on provision of self-operated interior design and construction services. It is a wholly owned subsidiary of the Company. Shanghai Qijia is a company incorporated in the PRC with limited liability and principally focused on shopping mall management and leasing business. As of the date of this announcement, the equity interest of Shanghai Qijia is held by Xxxxxxx Xxxxx Investment Limited Partnership as to 99.9% and Xx. Xxx Che-xxxXxxxxx as to 0.1%. Shanghai Qibei Information Technology Co., Ltd.* (上海齊倍信息科技有限公司) acts as the general partner of and one of the limited partners holding 10% of Xxxxxxx Xxxxx Investment Limited Partnership for the benefit of Xx. Xxxxxxx Xxx Xxx Xxxx, both exercising such power at the direction of Xx. Xxxxx Xxxx Xxx Xxx Xx Xxxx, and hold such limited partner interest on behalf of Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100Xxxx. Xx. Xxxx is also a limited partner holding 90% indirect shareholding equity interest in the LessorXxxxxxx Xxxxx Investment Limited Partnership. Xx. Xxx Xxxxxx holds 99.9% equity interests of Shanghai Qibei Information Technology Co., each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWLLtd., which is a substantial shareholder in turn directly holds 10% equity interests of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing RulesXxxxxxx Xxxxx Investment Limited Partnership.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into As a result of the 2017 Master Lease internal restructure of Tianjin WSL, WSL Logistics entered into termination agreements and the new tenancy agreements (including the Tenancy Agreement is for 7, the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Supplemental Agreement, the Group may have Tenancy Agreement 8 and the Tenancy Agreement 9, the “New Tenancy Agreements”) with subsidiaries of Tianjin WSL to renew some re-arrange the tenancies for the premises under the Tenancy Agreement 2 and the Tenancy Agreement 5. Since WSL Logistics is engaged in operations of logistics properties business, entering into the transactions contemplated under the said termination agreements and the New Tenancy Agreements is to carry out its principal business. The negotiation of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company termination agreements and the Lessor New Tenancy Agreements was conducted by the parties on an arm’s length basis and the rental was determined with reference to the open market rental of properties of comparable size, location, facilities and use and the rate under the Tenancy Agreement 2 and the Tenancy Agreement 5. TYWL entered into the 2017 Master Lease transactions contemplated under the Property Management Services Agreement to agree on outsource property management services to a professional service provider aiming to save the Annual Caps management time and set out a framework resources. The negotiation of the terms of Property Management Services Agreement was conducted by the parties on an arm’s length basis and the property management fee was determined with reference to the property management market rate for the Leases to be made or renewed within properties of comparable size, location and facilities. No Directors has any material interest in the duration of transactions contemplated under the Term. In view of the above and that (i) compared with leasing from independent third partiessaid termination agreements, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases New Tenancy Agreements and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors Property Management Services Agreement. The Board (including the independent non-executive Directors) considered considers that the Leases contemplated under termination of the 2017 Master Lease Tenancy Agreement would be 2 and the Tenancy Agreement 5 has no material adverse impact on the Company, the relevant termination agreements, the New Tenancy Agreements and the Property Management Services Agreement were entered into, into in the ordinary and usual course of business of WSL Logistics and TYWL, and the Group terms contained therein are fair and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into reasonable, and such transactions are on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As XxIMPLICATIONS UNDER THE LISTING RULES WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Xxx Che-xxxEach of Tianjin WSL File Management, XxTianjin Junrong and Tianjin WSL Estate Management is a wholly owned subsidiary of Tianjin WSL. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the LessorTherefore, each of them Tianjin WSL File Management, Xxxxxxx Xxxxxxx and Tianjin WSL Estate Management is considered to have material interests an associate of Tianjin WSL, which in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor turn is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family TrustCompany. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company New Tenancy Agreements and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Property Management Services Agreement constitutes constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Tenancy Agreements and the Property Management Services Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios are more than 0.1% but as set out in Rule 14.07 of the Listing Rules are, on an annual basis, less than 5%% and the total annual consideration is less than HK$3,000,000, the 2017 Master Lease Agreement and the transactions contemplated thereunder under the New Tenancy Agreements and the Property Management Services Agreement are subject to the announcementfully exempt from shareholders’ approval, reporting and annual review requirements, but are exempt from the independent shareholders’ approval and all disclosure requirement under Chapter 14A of the Listing Listings Rules. By Order of the Board Beijing Properties (Holdings) Limited Xxx Xxx Xxx Company Secretary Hong Kong, 15 January 2015 In this announcement, figures in Renminbi are translated into Hong Kong dollars at the approximate exchange rate of RMB0.78887 to HK$1.0000, for the illustration purpose only. In addition, all the English translation of certain Chinese names, address and words in this announcement is included for information only and should not be regarded as the official English translation of such Chinese names, address of words.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering New Heat Supply Contracts have been entered into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs purpose of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms obtaining heat for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required production process and for its usual course facilities. Regarding contract numbers 1 and 2 in the table above, Khakass Utility Systems LLC is a monopolist in the territory of business; (ii) Sayanogorsk in the amount supply of rent payable thermal energy and the rates are regulated by the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant Group Companies pursuant to New Heat Supply Contracts were entered into. Regarding contract number 3 in the Existing Leases table above, Baikal Energy Company LLC is the only entity that produces thermal energy in hot water in the Irkutsk region and the other expired leases rates are regulated by the tariff service of the Irkutsk region, therefore the relevant New Heat Supply Contract was entered into into. Regarding contract numbers 4 to 7 in the table above, JSC “Baikalenergo” is a monopolist in the transport of heat in Taishet and the territory of Sayanogorsk, and the rates are regulated by the tariff service of the Irkutsk region and the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts were entered into. The Company considers that the transactions contemplated under the 2014 Master Lease Agreement were not above New Heat Supply Contracts are for the market rent; and (iii) benefit of the Lessor agreed that Company as there is no alternative supplier available in the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the respective region. The Directors (including the independent non-executive Directors) considered consider that the Leases New Heat Supply Contracts are on normal commercial terms which are fair and reasonable and the transactions contemplated under the 2017 Master Lease Agreement would be entered into, New Heat Supply Contracts are in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole. As None of the Directors has a material interest in the transactions contemplated under the New Heat Supply Contracts, save for Xx. Xxx Che-xxxXxxxxxxxxx Xxxxxxx, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO — executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo”. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxxxxx Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the resolutions of the Board resolution approving the 2017 Master Lease Agreement and the transactions contemplated thereunderNew Heat Supply Contracts. LISTING RULES IMPLICATIONS The Lessor ultimate beneficial owner of each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo” is En+, which holds more than 90% of the issued share capital of each entity. Each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo” is an indirect subsidiary of En+, and is therefore the associate of En+, which in turn is a substantial shareholder of the Company. Accordingly, each of Khakass Utility Systems LLC, Baikal Energy Company LLC and JSC “Baikalenergo” is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of under the Listing Rules. HenceRegarding the contract numbers 1-6 in the table above, when they were entered into, the applicable percentage ratios for the estimated annual aggregate transaction amount of the continuing connected transactions under such contracts and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2022 were less than 0.1% and hence were de minimis under the Listing Rules and were fully exempted. After the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of contract number 7 in the Company under Chapter 14A of the Listing Rules. Since table above, the applicable percentage ratios for the estimated annual aggregate transaction amount of the continuing connected transactions under the New Heat Supply Contracts and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2022 are expected to be more than 0.1% but less than 5%. Accordingly, pursuant to Rule 14A.76 of the 2017 Master Lease Agreement and Listing Rules, the transactions contemplated thereunder under these contracts are subject to the announcementannouncement requirements set out in Rules 14A.35 and 14A.68, reporting and the annual review requirementsrequirements set out in Rules 14A.49, but 14A.55 to 14A.59, 14A.71 and 14A.72 and the requirements set out in Rules 14A.34 and 14A.50 to 14A.54 of the Listing Rules and these transactions are exempt from the circular and the independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. Details of the New Heat Supply Contracts and Previously Disclosed Heat Supply Contracts will be included in the relevant annual report and accounts of the Company in accordance with Rule 14A.71 of the Listing Rules where appropriate.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor Xxxxxxx Xxxxxxx entered into the 2017 Master Lease transaction contemplated under the New Entrusted Operation Management and Marketing Agreement to agree on the Annual Caps outsource cold chain management services and set out business promotion to a framework professional service provider aiming to save management resources. The negotiation of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above New Entrusted Operation Management and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable Marketing Agreement was conducted by the relevant Group Companies pursuant parties on an arm’s length basis with reference to the Existing Leases market rate of cold chain properties of comparable size and facilities. No Director has any material interest in the other expired leases entered into transactions contemplated under the 2014 Master Lease Agreement were not above the market rent; New Entrusted Operation Management and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors Marketing Agreement. The Board (including the independent non-non- executive Directors) considered considers that the Leases contemplated under the 2017 Master Lease New Entrusted Operation Management and Marketing Agreement would be was entered into, into in the ordinary and usual course of business of Xxxxxxx Xxxxxxxxx, and the Group terms contained therein are fair and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into reasonable, and such transactions are on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, XxIMPLICATIONS UNDER THE LISTING RULES Xxxxxxx Xxxxxxx is held as to 60% indirectly by the Company and 20% by Xxxxx Xxxxxxx and 20% by Xxxxx Xxxxxxx respectively. Xxxxxxx Xxx Xxx XxxxXxxxxxxxx is owned by two shareholders, Xxnamely, Xxxxx Xxxxxxx (55% equity interest) and Xxxxx Xxxxxxx (45% equity interest). Therefore, Xxxxxxx Xxxxxxxxx is an associate of Xxxxx Xxxx Xxx Xxx Xx Xxxxxxx and Xx. Xxxxxxxxx Xxx Xxx XxxXxxxx Xxxxxxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor turn is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family TrustCompany. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company New Entrusted Operation Management and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Marketing Agreement constitutes constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios are (other than the profits ratio) as set out in Rule 14.07 of the Listing Rules are, on an annual basis, more than 0.11% but all of them are less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder under the New Entrusted Operation Management and Marketing Agreement are only subject to the announcementreporting, reporting announcement and annual review requirements, requirements but are exempt from the circular, the independent financial advice and the independent shareholders’ approval requirement under Chapter 14A of the Listing Listings Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into As subsidiaries of Communications Group, Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang fully understand the Group’s business and operating needs, and maintains effective communication to provide more quality services to the Group. Each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Group. In addition, the Company went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the 2017 Master Lease Agreement is for Maintenance Services. Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang finally won the continuing administrative, operational, marketing, promotional respective tenders. The transactions contemplated under the Agreements are and sales needs will be conducted in the ordinary and usual course of business of the Group. Following , and the expiry of the 2014 Master Lease Agreement, consideration paid by the Group may have to renew some of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the average market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on price and will not be exceeding less favourable than those provided by other independent service providers to the market rentGroup for similar services. Given the above, the Directors (including the independent non-executive Directors) considered are of the view that the Leases contemplated under terms of the 2017 Master Lease Agreement would be entered intoAgreements are on normal commercial terms, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person As at the date of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWLthis announcement, which is a substantial shareholder of the Company holding Communications Group holds approximately 51.2367% of the issued share capital of the Company and Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the trustee Listing Rules) of Lui’s Family Trustthe Company. AccordinglyAs at the date of this announcement, each Lessor Company of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is an associate indirect subsidiary of a substantial shareholder Communications Group. Therefore, each of the Company Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is regarded as a connected person of the Company within the meaning of the Listing Rules. Henceand as a result, the entering into of respective transactions contemplated under the 2017 Master Lease Agreement constitutes Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Agreements are required to be aggregated with the respective transactions contemplated under the Previous Daily Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements are more than 0.1% but less than 5%, the 2017 Master Lease Agreement transactions contemplated under the Agreements and the transactions contemplated thereunder are Previous Daily Road Maintenance Agreements will be subject to the announcementreporting, reporting announcement and annual review requirements, requirements but are exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Xx. Xx Xx, being Directors, are deemed to have material interests in the Agreements as they are currently also employed by the Group and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into Through the investment contemplated under the Amended and Restated Note Purchase Agreement and the Loan and the grant of the 2017 Master Lease Agreement is for Licensed Rights to BHB under the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Licence Agreement, the Group may have Group's sales network will be expanded and this gives the Company the opportunity to renew some participate in the sharing of profits in two major markets, namely North America and South America, leveraging the strength of the Existing Leases when their respective terms expire, support from BHB. The investment is also in line with the Company’s strategy of building global brands and may further enter into new Leases establishing global networks. The initial investment incurred up to satisfy the future business needs date of this announcement amounted to US$15,000,000 (equivalent to approximately HK$117,000,000). Pursuant to the Group from time to time. AccordinglyPut/Call Agreement , the Company will have the option to acquire Heritage’s interest in BHB. The Transactions underline the Company’s belief in the brands and the Lessor entered into potential opportunities for expansion in the 2017 Master Lease Agreement to agree on the Annual Caps North and set out a framework of the terms for the Leases to be made or renewed within the duration of the TermSouth American markets. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the The Directors (including the independent non-executive Directors) considered consider that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was Transactions were entered into on normal commercial terms, that the terms (or better to the Group) thereof were determined after arm’s length negotiations between negotiation among the parties, parties thereof and the that such terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Dr Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxxx Xxx, being all a non-executive Director, is also a non-executive director of GBG Holding. Dr Xxxxxxx Xxxx Xxxx Xxx and a trust established for the executive Directors benefit of the Companyfamily members of Dr Xxxxxx Xxxx Xxxx Xxxx, taken together, are directly or indirectly interested so as to exercise or control the discretionary beneficiaries exercise of more than 30% of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessorvoting power at general meetings of GBG Holding. Each of Dr Xxxxxxx Xxxx Xxxx Xxx, each Dr Xxxxxx Xxxx Xxxx Xxxx and Xx Xxxxxxx Xxxx Wing Xxx (daughter of them is considered to have material interests in the 2017 Master Lease Agreement and has Dr Xxxxxx Xxxx Xxxx Xxxx) abstained from voting on at the resolutions meeting of the Board for approving the 2017 Master Lease entering into of the Amended and Restated Note Purchase Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person Save as disclosed above, none of the Company within Directors has a material interest in the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing RulesTransactions.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into construction of the 2017 Master Lease Agreement New Xxxxx Complex was completed in October 2013. The New Xxxxx Complex has a total of 5 blocks with a total gross floor area of 126,703 square metres. Xxxxx Engineering is the legal owner of the New Xxxxx Complex. The Group occupies certain premises at the New Xxxxx Complex as its offices. For the premises that are not occupied by the Group, Xxxxx Engineering would put them for lease in the continuing administrative, operational, marketing, promotional market so as to better utilise the Group’s assets and sales needs of to generate returns for the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of premises leased to Xxxxx (China) Investment under the Group’s requirements in terms of premises required for its usual course of business; 2014 Xxxxx (China) Investment Property Leasing Agreement are not occupied by the Group and (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent rentals payable under the Leases 2017 Xxxxx (China) Investment Property Leasing Agreement and the property management services fees payable under the 2017 Xxxxx (China) Investment Property Management Services Agreement, in each case, reflect prevailing market rates, Xxxxx Engineering agreed to be entered enter into will be determined based the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreement with Xxxxx (China) Investment to renew the continuing connected transactions contemplated thereunder. As Xx. Xxx Xxxx is also a director of Xxxxx Holding, Xx. Xxx Xxxx abstained from voting on the Board resolutions approving the transactions contemplated under the 2017 Xxxxx (China) Investment Property Leasing Agreement and will not be exceeding the market rent, the 2017 Xxxxx (China) Investment Property Management Services Agreement. The Directors (including the independent non-executive DirectorsDirectors but excluding Xx. Xxx Xxxx who has abstained from voting) considered are of the view that the Leases contemplated under 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Master Lease Agreement would be Xxxxx (China) Investment Property Management Services Agreements were entered into, into after arm’s length negotiation between Xxxxx Engineering and Xxxxx (China) Investment and in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on Group, reflect normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole, and the terms as well as the proposed annual cap for the transactions thereunder are fair and reasonable. As XxGENERAL INFORMATION The Company is an investment holding company. Xxx CheThe principal activity of the Group is the provision of chemical engineering, procurement and construction management, or EPC, services. The Group provides a broad range of integrated services spanning the project life cycle from feasibility studies, consulting services, provision of proprietary technologies, design, engineering, raw materials and equipment procurement and construction management to maintenance and after-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xxsale technical support. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all Engineering is the executive Directors principal operating subsidiary of the Company. Xxxxx (China) Investment is principally engaged in investment, are the discretionary beneficiaries provision of the Lui’s Family Trust which has 100% indirect shareholding interest consultancy services and other services in the Lessorrelation to trading, each import and export of them is considered to have material interests in the 2017 Master Lease Agreement equipment, materials and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereundercomponent. LISTING RULES IMPLICATIONS The Lessor Xxxxx Holding is a controlling shareholder of the Company which is indirectly interested in approximately 78.12% of the total issued share capital of the Company as at the date of this announcement. Hence, Xxxxx Holding is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned Company. As Xxxxx (China) Investment is an indirect subsidiary of CWLXxxxx Holding, which Xxxxx (China) Investment is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as also a connected person of the Company within the meaning of the Listing RulesCompany. HenceAccordingly, the entering into of transactions contemplated under the 2017 Master Lease Xxxxx (China) Investment Property Leasing Agreement constitutes and the 2017 Xxxxx (China) Investment Property Management Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one of the applicable percentage ratios are more than set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the amounts payable by Xxxxx (China) Investment under the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreement, as aggregated, is, on an annual basis, above 0.1% but less than below 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are only subject to the announcementreporting, reporting and annual review requirements, and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under Chapter 14A the Listing Rules. Reference is made to the announcement of the Company dated August 24, 2016 with respect to the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement, which constitute continuing connected transactions of the Company which are subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules. Given both Xxxxx (China) Investment and Xxxxx Nantong are indirect subsidiaries of Xxxxx Holding, even if the Company is to aggregate the annual caps for the amounts payable by Xxxxx (China) Investment under the 2017 Xxxxx (China) Investment Property Leasing Agreement and the 2017 Xxxxx (China) Investment Property Management Services Agreement with the annual caps for the amounts payable by Xxxxx Xxxxxxx under the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement for the purpose of calculating the applicable percentage ratios set out in Rule 14.07 of the Listing Rules, such percentage ratios, even if aggregated, are less than 5% and therefore the 2017 Xxxxx (China) Investment Property Leasing Agreement, the 2017 Xxxxx (China) Investment Property Management Services Agreement, the 2016 Xxxxx Nantong Property Leasing Agreement and the 2016 Xxxxx Nantong Property Management Services Agreement, even if aggregated, would also be only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company is of the view that entering into the Renewed Brausen Referral Services Agreement will benefit the Group since the Renewed Brausen Referral Services Agreement provides the Group with an additional income stream in its ordinary course of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs of the Groupbusiness. Following the expiry of the 2014 Master Lease AgreementAlso, the familiarity of Shanghai Qijia with the Group may have to renew some of can avoid lengthy negotiations between the Existing Leases when their respective terms expireparties, and may further enter into new Leases to satisfy that the future business needs of fees under the Group from time to timeRenewed Brausen Referral Services Agreement are negotiated after arm’s length discussions and reflect normal commercial terms. AccordinglyAs a result, the Company and the Lessor entered considers it desirable to enter into the 2017 Master Lease Renewed Brausen Referral Services Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual ordinary course of business; (ii) . As Shanghai Qijia is ultimately controlled by Xx. Xxxx, Xx. Xxxx has abstained from voting on the amount of rent payable by Board resolution approving the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Renewed Brausen Referral Services Agreement. The Directors (including the independent non-executive DirectorsDirectors but excluding Xx. Xxxx who has abstained from voting) considered are of the view that the Leases contemplated under Renewed Brausen Referral Services Agreement was entered into after arm’s length negotiation between the 2017 Master Lease Agreement would be entered intorespective parties, and is in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on Group, reflect normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole, and the terms and annual caps are fair and reasonable. GENERAL INFORMATION The Company is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange. The Company is one of the leading providers of SaaS solution in interior design and construction industry in the PRC. Shanghai Brausen is a company incorporated in the PRC with limited liability and principally focused on provision of interior design and construction services. It is a wholly owned subsidiary of the Company. Shanghai Brausen and Beijing Brausen are commonly held by Shanghai Qiyu Information Technology Co., Ltd.* (上海齊煜信息科技有限公司), a subsidiary of the Company. Shanghai Qijia is a company incorporated in the PRC with limited liability and principally focused on shopping mall management and leasing business. As of the date of this announcement, the equity interest of Shanghai Qijia is held by Xxxxxxx Xxxxx Investment Limited Partnership as to 99.9% and Xx. Xxx Che-xxxXxxxxx as to 0.1%. Shanghai Qibei Information Technology Co., Ltd.* (上海齊倍信息科技有限公司) acts as the general partner of and one of the limited partners holding 10% of Xxxxxxx Xxxxx Investment Limited Partnership for the benefit of Xx. Xxxxxxx Xxx Xxx Xxxx, both exercising such power at the direction of Xx. Xxxxx Xxxx Xxx Xxx Xx Xxxx, and hold such limited partner interest on behalf of Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100Xxxx. Xx. Xxxx is also a limited partner holding 90% indirect shareholding equity interest in the LessorXxxxxxx Xxxxx Investment Limited Partnership. Xx. Xxx Xxxxxx holds 99.9% equity interests of Shanghai Qibei Information Technology Co., each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWLLtd., which is a substantial shareholder in turn directly holds 10% equity interests of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing RulesXxxxxxx Xxxxx Investment Limited Partnership.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, a non-executive director of the 2017 Master Lease Agreement is Company. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the continuing administrative, operational, marketing, promotional Phase 1A Development and sales needs development of the GroupPhase 1A Associated Facilities under the Original Phase 1A Development Management Agreement. Following It is beneficial for the expiry Project to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, as well as engagement of Xx Xxxxx’x other associates to provide the relevant Sales Agency Services, Common Area Management Services and Cleaning Services for the Project during and upon completion of development of the 2014 Master Lease Agreement, the Group may have to renew some Project. None of the Existing Leases when their respective terms expireother Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the relevant resolution of the Board approving each of the Service Agreements and may further enter into new Leases to satisfy the future transactions contemplated thereunder. As the principal business needs of the Group from time to time. Accordingly, the Company is property development and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rentmanagement, the Directors (including the independent non-executive Directorsdirectors but excluding Xx Xxxxx) considered consider that the Leases transactions contemplated under the 2017 Master Lease Agreement would be Service Agreements have been entered into, into in the usual and ordinary and usual course of business of the Group Group. They also consider that each of the Service Agreements has been negotiated and that conducted on an arm’s length basis between the 2017 Master Lease Agreement (together with the Annual Caps) was entered into parties and is on normal commercial terms terms. The Directors (or better to including the Groupindependent non-executive directors but excluding Xx Xxxxx) after arm’s length negotiations between are of the parties, and view that the terms of each of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) Service Agreements are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement Service Agreements and the transactions contemplated thereunderthereunder have been approved by the Board. LISTING RULES IMPLICATIONS The Lessor As each of Andaman Property, Paradise Luxury and Andara Resort is an associate (as defined under the Listing Rules) of Xx Xxxxx, each of Andaman Property, Paradise Luxury and Andara Resort is also a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning Rule 14A.06 of the Listing Rules. HenceAccordingly, the entering into of transactions contemplated under the 2017 Master Lease Agreement constitutes Service Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since As the transactions contemplated under the Service Agreements all relate to the Project and are entered into with entities which are associates of the same connected person, Xx Xxxxx, and all the Service Agreements will be carried out on a continuing basis over a period of time, the annual caps of all such continuing connected transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios are more than in respect of the Aggregated Annual Caps of the Service Agreements exceed 0.1% but are less than 5%, the 2017 Master Lease Agreement and the such transactions contemplated thereunder are subject to the announcement, reporting announcement and annual review requirements, reporting requirements but are exempt from the independent shareholdersShareholders’ approval requirement and circular requirements under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into transactions contemplated under the 2018 HK Tenancy Agreement are conducted in the usual and ordinary course of business of the 2017 Master Lease Agreement is for Company. The Company expects to obtain stable management and business premises through the continuing administrative, operational, marketing, promotional and sales needs of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into transactions contemplated under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the 2018 HK Tenancy Agreement. The Directors (including the independent non-executive Directors) considered consider that the Leases contemplated under terms of the 2017 Master Lease 2018 HK Tenancy Agreement would be entered into, are determined in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into Company on normal commercial terms (or better to the Group) after arm’s length negotiations between the partiesterms, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxxXxxxx Xxxxxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx the chairman of the Board and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the an executive Directors Director of the Company, are is the discretionary beneficiaries senior industry executive of COFCO, and Ms. Xxxx Xxxx who is the non-executive Director of the Lui’s Family Trust which has 100% indirect shareholding interest Company is the equity director of COFCO, they are deemed to be materially interested in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease 2018 HK Tenancy Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS They have abstained from voting on the resolutions in relation to considering and approving the 2018 HK Tenancy Agreement and the transactions contemplated thereunder at the Board meeting. Internal control system for the continuing connected transactions under the 2018 Beijing Property Leasing Contract, 2018 Beijing Property Management Contract and 2018 HK Tenancy Agreement The Lessor is a Company has (1) reporting, approval and, if required, selected verification procedures in place to ensure that the agreed price and terms of continuing connected person transactions are no less favorable to the relevant member(s) of the Group than those available to or from (as appropriate) Independent Third Parties and also compliance with the pricing policy; and (2) procedures and policies for identifying connected persons and monitoring the annual caps of the continuing connected transactions. PARTIAL LY-EXEMPT CONTINUING CONNECTED TRANSACTION: THE 2018 ADMINISTRATIVE SERVICES AGREEMENT On 23 November 2018, the Company within entered into the meaning 2018 Administrative Services Agreement with COFCO. As the highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23will be more than 0.1% of the issued share capital of the Company and is the trustee of Lui’s Family Trustbut less than 5% on an annual basis. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning Under Rule 14A.76(2)(a) of the Listing Rules. Hence, the entering into of 2018 Administrative Services Agreement will be subject to the 2017 Master Lease Agreement constitutes continuing connected transactions of reporting, announcement and annual review requirements but will be exempt from the Company Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements, but are exempt from the independent shareholders’ approval requirement under Chapter 14A The details of the Listing Rules.2018 Administrative Services Agreement are set out below. Date:

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into Jiaogong Maintenance and Zhejiang Shunchang fully understand business and operating needs of LongLiLiLong Co, and maintain effective communication to provide more quality services to LongLiLiLong Co. Both Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to LongLiLiLong Co. In addition, LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the 2017 Master Lease Agreement is for Maintenance Services. Zhejiang Shunchang and Jiaogong Maintenance finally won the continuing administrative, operational, marketing, promotional respective tenders. The transactions contemplated under the Agreements are and sales needs will be conducted in the ordinary and usual course of business of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases the consideration paid by LongLiLiLong Co to satisfy Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the average market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on price and will not be exceeding less favourable than those provided by other independent service providers to LongLiLiLong Co for similar services. Given the market rentabove, the Directors (including the independent non-executive Directors) considered are of the view that the Leases contemplated under terms of the 2017 Master Lease Agreement would be entered intoAgreements are on normal commercial terms, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. LISTING RULES IMPLICATIONS IN RELATION TO THE DEDICATED ROAD MAINTENANCE AGREEMENTS As Xx. Xxx Che-xxxat the date of this announcement, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors LongLiLiLong Co is a wholly owned subsidiary of the Company. As at the date of this announcement, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding Communications Group holds approximately 51.2367% of the issued share capital of the Company and Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the trustee Listing Rules) of Lui’s Family Trustthe Company. AccordinglyAs at the date of this announcement, each Lessor Company of Jiaogong Maintenance and Zhejiang Shunchang is an associate indirect subsidiary of a substantial shareholder Communications Group. Therefore, Zhejiang Shunchang and Jiaogong Maintenance are connected persons of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Henceresult, the entering into of respective transactions contemplated under the 2017 Master Lease Agreement constitutes Dedicated Road Maintenance Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Dedicated Road Maintenance Agreements are required to be aggregated with the respective transactions contemplated under the Previous Road Maintenance Agreements which were continuing connected transactions entered into with the same connected persons. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Road Maintenance Agreements are more than 0.1% but less than 5%, the 2017 Master Lease Agreement transactions contemplated under the Dedicated Road Maintenance Agreements and the transactions contemplated thereunder are Previous Road Maintenance Agreements will be subject to the announcementreporting, reporting announcement and annual review requirements, requirements but are exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxxx Xxxxxxx and Mr. Xxx Xx, being Directors, are deemed to have material interests in the Dedicated Road Maintenance Agreements as they are also employed by the Communications Group as at the date of Board meeting on April 30, 2021 and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Dedicated Road Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering Addendums are entered into of the 2017 Master Lease Agreement is for the continuing administrative, operational, marketing, promotional and sales needs purpose of the Group. Following the expiry of the 2014 Master Lease Agreement, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms obtaining heat for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required production process and for its usual course of business; (ii) facilities. The Company considers that the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into transactions contemplated under the 2014 Master Lease Agreement were not above Addendums are for the market rent; and (iii) benefit of the Lessor agreed that Company as there is no alternative supplier available in the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the respective regions. The Directors (including the independent non-executive Directors) considered consider that the Leases Addendums are on normal commercial terms which are fair and reasonable and the transactions contemplated under the 2017 Master Lease Agreement would be entered into, Addendums are in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders shareholders as a whole. As Xx. Xxx Che-xxxNone of the Directors has a material interest in the transactions contemplated under the Addendums, Xx. Xxxxxxx Xxx Xxx Xxxxsave for Mr. Xxxxxxxxx, Xx. Xxxxx Xxxxx, Ms. Xxxx Xxx Xxx Xx Xxxxxxxxxxxx and Ms. Xxxxxxx Xxxxxxxxxxxx, who are directors of En+, being the holding company of Closed Joint Stock Company “Baykalenergo”. Mr. Xxxxxxxxx is also indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. Xxxxxxxxx, Xx. Xxxxxxxxx Xxx Xxx XxxXxxxx Xxxxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement Ms. Xxxx Xxxxxxxxxxxx and has abstained from voting Ms. Xxxxxxx Xxxxxxxxxxxx did not vote on the resolutions of the Board resolution approving the 2017 Master Lease Agreement and the transactions contemplated thereunderAddendums. LISTING RULES IMPLICATIONS The Lessor Closed Joint Stock Company “Baykalenergo” is an indirect subsidiary of En+ and is therefore an associate of En+ which is a substantial shareholder of the Company. Accordingly, Closed Joint Stock Company “Baykalenergo” is a connected person of the Company within under the meaning Listing Rules. The transactions contemplated under the Addendums therefore constitute continuing connected transactions of the Company. The estimated annual aggregate transaction amount of the continuing connected transactions under the Addendums and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2016 is more than 0.1% but less than 5% under the applicable percentage ratios. Accordingly, pursuant to Rule 14A.76 of the Listing Rules, the transactions contemplated under these contracts are only subject to the announcement requirements set out in Rules by virtue of its being a wholly-owned subsidiary of CWL14A.35 and 14A.68, which is a substantial shareholder of the Company holding approximately 51.23% of annual review requirements set out in Rules 14A.49, 14A.55 to 14A.59, 14A.71 and 14A.72 and the issued share capital of the Company requirements set out in Rules 14A.34 and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning 14A.50 to 14A.54 of the Listing Rules. Hence, These transactions are exempt from the entering into of circular and the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since Details of the applicable percentage ratios are more than 0.1% but less than 5%, the 2017 Master Lease Agreement Addendums and the transactions contemplated thereunder are subject to Previously Disclosed Heat Supply Contracts will be included in the announcement, reporting next annual report and annual review requirements, but are exempt from accounts of the independent shareholders’ approval requirement under Chapter 14A Company in accordance with Rule 14A.71 of the Listing RulesRules where appropriate.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into As subsidiaries of Communications Group, Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang fully understand the Group’s business and operating needs, and maintains effective communication to provide more quality services to the Group. Each of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Group. In addition, the Company went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the 2017 Master Lease Agreement is for Maintenance Services. Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang finally won the continuing administrative, operational, marketing, promotional respective tender. The transactions contemplated under the Agreements are and sales needs will be conducted in the ordinary and usual course of business of the Group. Following , and the expiry of the 2014 Master Lease Agreement, consideration paid by the Group may have to renew some of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang will not be higher than the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor entered into the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the average market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on price and will not be exceeding less favourable than those provided by other independent service providers to the market rentGroup for similar services. Given the above, the Directors (including the independent non-executive Directors) considered are of the view that the Leases contemplated under terms of the 2017 Master Lease Agreement would be entered intoAgreements are on normal commercial terms, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its the Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is a connected person As at the date of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWLthis announcement, which is a substantial shareholder of the Company holding Communications Group holds approximately 51.2367% of the issued share capital of the Company and Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the trustee Listing Rules) of Lui’s Family Trustthe Company. AccordinglyAs at the date of this announcement, each Lessor Company of Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is an associate indirect subsidiary of a substantial shareholder Communications Group. Therefore, each of the Company Maintenance Co, Jiaogong Maintenance and Zhejiang Shunchang is regarded as a connected person of the Company within the meaning of the Listing Rules. Henceand as a result, the entering into of respective transactions contemplated under the 2017 Master Lease Agreement constitutes Agreements constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since As the applicable percentage ratios in respect of the respective transactions contemplated under the Agreements are more than 0.1% but less than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder are Agreements will be subject to the announcementreporting, reporting announcement and annual review requirements, requirements but are exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xx Xxxxx and Xx. Xx Xx, being Directors, are deemed to have material interests in the Agreements as they are currently also employed by the Communications Group and have abstained from voting on the relevant Board resolutions. Other than those Directors mentioned above, none of the Directors have a material interest in the transactions contemplated under the Agreements, and none are required to abstain from voting on the relevant Board resolutions.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group expects to generate sales income from the Sales Transactions and leasing income from the sub-leasing arrangements with third parties. The Group expects the aggregate income with exceed the leasing fees to be paid to ASIFL and the Transaction will generate positive revenue for the Group. INTERNAL CONTROL The Sales Transactions and the Leasing Transactions shall be reviewed and approved by the operational control center and the internal control department prior to the entering into of the 2017 Master Lease Agreement is for relevant transaction agreements with ASIFL to ensure that the continuing administrative, operational, marketing, promotional and sales needs of terms are set in compliance with the Group’s pricing policy. Following the expiry entering into of the 2014 Master Lease Agreementcontinuing connected transactions, the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company finance department and the Lessor entered into legal and securities department will monitor the 2017 Master Lease Agreement transactions to agree on ensure that the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Term. In view of the above and that (i) compared transactions are conducted in accordance with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases pricing policies and the other expired leases entered into under the 2014 Master Lease Agreement were annual caps are not above the market rent; exceeded. The auditors and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the independent non- executive independent Directors (including the independent non-executive Directors) considered that the Leases contemplated under the 2017 Master Lease Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company will also conduct annual review of the continuing connected transactions entered into by the Group on whether the continuing connected transactions have been conducted in compliance of the pricing policies and whether the relevant annual caps have been exceeded. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, CASIC indirectly holds 29.99% of the shares in the Company through its Shareholders as wholly-owned subsidiary Kehua, and therefore is a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx substantial shareholder and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors connected person of the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100. CASIC and its subsidiaries together hold a 46.5% indirect shareholding equity interest in the LessorASIFL, each consequently, ASIFL is an associate of them is considered to have material interests CASIC and in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is turn a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family TrustCompany. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. HenceTherefore, the entering into of the 2017 Master Lease Agreement constitutes continuing Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. Since As one or more of the applicable percentage ratios are more than 0.1% but less set out in the Listing Rules in respect of the Transactions is higher than 5%, the 2017 Master Lease Agreement and the transactions contemplated thereunder Transactions are subject to the reporting, announcement, reporting and annual review requirements, but are exempt from the independent shareholdersand Independent Shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules. The Company will seek approval from the Independent Shareholders in respect of the Framework Agreement at the forthcoming extraordinary general meeting. A circular containing, among others, details on the Framework Agreement, a letter of recommendation from the Independent Board Committee to the Independent Shareholders, and a letter of advice from the independent financial advisor to the Independent Board Committee and the Independent Shareholders will be dispatched to shareholders on or before 10 November 2017. In view of XXXXX’s interests in the Framework Agreement, CASIC and its associates will abstain from voting to approve the Framework Agreement at the extraordinary general meeting.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into As stated in the paragraph headed “Background” above, on 13 October 2009, Country Garden Property Development was notified by RCCS (i) that being a wholly foreign owned enterprise in the People’s Republic of China, Country Garden Property Development did not fulfill the qualification of a promoter of Shunde Commercial Bank; and (ii) that Country Garden Property Development was required to transfer the RCCS Shares owned by it to individuals or domestic enterprises which were not financial institutions in the PRC, being eligible promoter(s) of Shunde Commercial Bank, on or before 15 October 2009 or to sell their RCCS Shares back to RCCS at the Repurchase Price on or before 20 October 2009. Country Garden Property Development considered that it would be more beneficial to the Group to sell the Sale Shares to eligible enterprises than selling the same back to RCCS. In order to meet the imminent deadline for the transfer of the 2017 Master Lease Sale Shares, Country Garden Property Development entered into the Share Transfer Agreement is for to sell the continuing administrativeSale Shares to Elite Architectural Co., operationalbeing confirmed as an eligible promoter of Shunde Commercial Bank by RCCS. After the Restructuring was finally approved by CRBC and the Issue Price was simultaneously confirmed, marketing, promotional and sales needs the Directors of the Group. Following Company considered that it would be in the expiry interest of the 2014 Master Lease Group that the price per Sale Share should be based on the Issue Price rather than the Repurchase Price. Therefore, the parties entered into the Side Agreement pursuant to which Elite Architectural Co. agreed to make up the shortfall amount with reference to the purchase price per Sale Share being based on the Issue Price. Pursuant to the Side Agreement, the Group may have Company would receive an amount of RMB105,596,480 (equivalent to renew some approximately HK$119,873,402). The terms of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company Share Transfer Agreement and the Lessor entered into Side Agreement have been agreed after arm’s length negotiations between the 2017 Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed within the duration of the Termparties. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the The Directors (including the independent non-executive Directorsdirectors) considered consider that the Leases contemplated under the 2017 Master Lease Share Transfer Agreement would be entered into, in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into Side Agreement are on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company Group and its the Shareholders as a whole. As Xx. Xxx Che-xxxLISTING RULES IMPLICATIONS Elite Architectural Co. is owned by certain Directors, namely, Xx. Xxxxxxx Xxx Xxx XxxxXxxx (as to 52%), Xx. Xxxx Xxxxx (as to 12%), Xx. Xx Xxxx Xxx Xxx (as to 12%), Mr. Xx Xxxxxxx (as to 12%) and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all Xxxxx Xxxxxxx (as to 12%) and Xx. Xxxx is also the executive Directors ultimate controlling shareholder of the Company, are the discretionary beneficiaries . Elite Architectural Co. is an associate of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them Xx. Xxxx and is considered to have material interests in the 2017 Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor is thus a connected person of the Company. The Disposal therefore constituted a connected transaction of the Company. As the deadline in relation to the Disposal was imminent and the Company within the meaning of believed that it was only required to comply with the Listing Rules by virtue of its being a wholly-owned subsidiary of CWLwhen the major commercial term, which is a substantial shareholder namely the adjustment of the Company holding approximately 51.23% of price per Sale Share, had been agreed with the issued share capital of parties, the Company has not complied with the reporting and is the trustee of Lui’s Family Trust. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes continuing connected transactions of the Company announcement requirements under Chapter 14A of the Listing RulesRules in respect of the Disposal in a timely manner. Since As the applicable percentage ratios calculated pursuant to Chapter 14 of the Listing Rules in respect of the Transactions are more than 0.1% but less than 52.5%, the 2017 Master Lease Share Transfer Agreement and the transactions contemplated thereunder Side Agreement are only subject to the announcement, reporting and annual review requirements, but announcement requirements and are exempt from the independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The entering into HYG has been leasing the Factory from Mr. X Xxxxx and Mr. X Xxxxx for use as factory purpose for more than seven years, and intends to continue the lease after the expiry of the 2017 Master Previous Dongguan Factory Lease Agreement through the Dongguan Factory Lease Agreement. The above property is for rented as to the continuing administrative, operational, marketing, promotional and sales practical business needs of the Group. Following By entering into of the Dongguan Factory Lease Agreement to renew the lease, HYG can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. HYG has been leasing the Dormitory from Mr. X Xxxxx and Mr. X Xxxxx for use as staff dormitory purpose for more than seven years, and intends to continue the lease after the expiry of the 2014 Master Previous Dongguan Dormitory Lease Agreement through the Dongguan Dormitory Lease Agreement, . The above property is rented as to the Group may have to renew some of the Existing Leases when their respective terms expire, and may further enter into new Leases to satisfy the future practical business needs of the Group from time to timeGroup. Accordingly, By entering into of the Company and the Lessor entered into the 2017 Master Dongguan Dormitory Lease Agreement to agree on renew the Annual Caps lease, HYG can avoid incurring removal fees, renovation fees and set out a framework of the terms all other incidental cost and expenses for the Leases to be made or renewed within the duration of the Termmoving into new properties. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; (ii) the amount of rent payable by the relevant Group Companies pursuant to the Existing Leases and the other expired leases entered into under the 2014 Master Lease Agreement were not above the market rent; and (iii) the Lessor agreed that the amount of rent payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the The Directors (including the independent non-executive Directors) considered consider that the Leases contemplated under terms of the 2017 Master Lease Agreement would be entered into, Agreements (including the annual cap) are on normal commercial terms and in the ordinary and usual course of business of the Group and that the 2017 Master Lease Agreement (together with the Annual Caps) was entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the 2017 Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Having considered the material interest of Mr. X Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all Mr. X Xxxxx as the executive Directors of landlords under the Company, are the discretionary beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the LessorLease Agreements, each of them is considered to have material interests in the 2017 Master Lease Agreement Mr. X Xxxxx and Mr. X Xxxxx has abstained from voting on the resolutions of the Board approving the 2017 Master Lease Agreement Agreements and the transactions contemplated thereunder. Save as disclosed above, to the best of knowledge of the Directors having made all reasonable enquiries, none of the other Directors has a material interest in the Lease Agreements and the transactions contemplated thereunder and thus, was required to abstain from voting on the resolutions of the Board approving the Lease Agreements and the transactions contemplated thereunder. LISTING RULES IMPLICATIONS The Lessor Each of Mr. X Xxxxx and Mr. X Xxxxx is an executive Director and a controlling shareholder and is a connected person of the Company within the meaning of the Listing Rules by virtue of its being a wholly-owned subsidiary of CWL, which is a substantial shareholder of the Company holding approximately 51.23% of the issued share capital of the Company and is the trustee of Lui’s Family TrustCompany. Accordingly, each Lessor Company is an associate of a substantial shareholder of the Company and is regarded as a connected person of transactions contemplated under the Company within the meaning of the Listing Rules. Hence, the entering into of the 2017 Master Lease Agreement constitutes Agreements will constitute continuing connected transactions of for the Company under Chapter 14A of the Listing Rules. Since As one of the applicable percentage ratios in respect of the annual cap for the transactions contemplated under the Lease Agreements on an aggregate basis is more than 5% but all the applicable percentage ratios are more than 0.1% but less than 5%, 25% and the 2017 Master Lease Agreement and transaction amount for the transactions contemplated thereunder are under the Lease Agreements for the year ending 31 March 2023 is less than HK$10.00 million, the transactions contemplated under the Lease Agreements will be subject to the announcementreporting, reporting announcement and annual review requirements, requirements but are exempt will be exempted from the independent shareholdersShareholders’ approval requirement under Chapter 14A requirements pursuant to Rule 14A.76 of the Listing Rules.