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

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries of Communications Group, 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 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 Maintenance Services. Jiaogong Maintenance and Zhejiang Shunchang finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by the Group to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. 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 transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ 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 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. Xxxxxxx Xxxxxxxxx requires coal for the generation of electricity by its captive power plant. Having a steady supply of quality coal is essential for the operations of Xxxxxxx Xxxxxxxxx and therefore, Xxxxxxx Xxxxxxxxx maintains a pool of coal suppliers (including Suzhou GCL and independent third party coal suppliers) and sources quality coal supply from them from time to time. During the period from June 2022 to November 2022, Xxxxxxx Xxxxxxxxx purchased coal from Suzhou GCL pursuant to the Previously Disclosed Coal Supply Agreements and the Fifth Coal Supply Agreement. As subsidiaries it is expected that in addition to the coal expected to be sourced from independent third party coal suppliers, Xxxxxxx Xxxxxxxxx will continue to purchase coal from Suzhou GCL from time to time on a recurring basis, (i) Xxxxxxx Xxxxxxxxx can purchase coal from Suzhou GCL under the Sixth Coal Supply Agreement for satisfying its short-term operation needs; and (ii) in the long run, the Coal Supply Framework Agreement can further serve as a framework agreement between the parties, thereby enabling Xxxxxxx Xxxxxxxxx to procure and secure a supplier of Communications Group, Jiaogong Maintenance coal with steady supply and Zhejiang Shunchang fully understand the Group’s business and operating needsquality, and maintains effective communication to provide more quality services to the Group. Each take advantage of Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Groupany bulk purchase discount which may be offered by Suzhou GCL. In addition, given the Company went through a tender process historical transactions between Xxxxxxx Xxxxxxxxx and obtained Suzhou GCL, the relevant quotations from other independent service providers to select the service provider parties have developed mutual understanding of each other’s business practice. The terms of the Maintenance Services. Jiaogong Maintenance and Zhejiang Shunchang finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, Coal Supply Framework Agreement were negotiated based on normal commercial terms and the consideration paid by Annual Caps were determined following arm’s length negotiations between the Group to Jiaogong Maintenance parties. Based on the above reasons and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given the abovehaving considered all relevant factors, the Directors (including the independent non-executive Directors) are of the view that the terms of Fifth Coal Supply Agreement, the Agreements Sixth Coal Supply Agreement and the Coal Supply Framework Agreement and the Annual Caps are on normal commercial terms, terms and entered into in the ordinary and usual course of business of the Group and Group, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. 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 transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ 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 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. As subsidiaries advised and confirmed by SHK, Xx. Xxxxx, Xx. Xxxxxxx and a team of Communications 4 employees of SHK Group were previously operating inside SHK Group and managing internal capital, and are now or soon be transferred to the Manager which is independent from SHK Group. The Manager’s strategy, Jiaogong Maintenance which seeks to generate attractive risk-adjusted returns over full market cycles by way of investing in a diversified and Zhejiang Shunchang fully understand uncorrelated portfolio of mainly credit securities and/or instruments in global credit markets, remains unchanged. As advised and confirmed by SHK, SHK Group is committed to build the infrastructure of fund management platform by strengthening and expanding its professional team. The entering into of the Cooperation Agreement is consistent with SHK Group’s business strategy to establish long term partnerships with suitably qualified teams across the alternatives spectrum in such structures or relationships to develop and operating needsgrow an independent third-party asset management business. Upon completion of the transactions contemplated under the Cooperation Agreement, the Manager and maintains effective communication to provide more quality services the Fund will be one of SHK Group’s fund management vehicle specialised in offering long-short credit strategy to the market. Furthermore, the SHK Group will be entitled to receive cooperation fee from the Manager’s introduction of new assets under management, while not increasing the SHK Group’s global credit exposure by in-specie subscription arrangement under the Cooperation Agreement. Each As advised and confirmed by SHK, the entering into of Jiaogong Maintenance the Loan Agreement serves to build a long-term cooperation relationship between SHK Group and Zhejiang Shunchang has the relevant qualifications Manager and experience to provide ensure the Maintenance Services financial stability of the Manager to run its asset management business during the Groupinvestment period. In addition, as advised and confirmed by SHK, the Company went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider provision of the Maintenance Services. Jiaogong Maintenance and Zhejiang Shunchang finally won the respective tenders. The transactions contemplated under the Agreements are and will be conducted in loan is part of the ordinary and usual course of business of the GroupSHKFC. As advised and confirmed by SHK, and the consideration paid by the Group to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given in view of the above, the SHK Directors (including the independent non-executive Directors) are of the view that the terms of the Agreements transactions contemplated under the Cooperation Agreement, the Loan Agreement and the Share Charge are on normal commercial termsterms and the transactions are fair and reasonable, and in the ordinary interests of SHK and usual course of business its shareholders taken as a whole. Based on the information and the confirmation provided by SHK and to the best knowledge, information and belief of the Group AGL Directors, the AGL Directors consider that the transactions contemplated under the Cooperation Agreement, the Loan Agreement and the Share Charge are fair and reasonable and in the interests of the Company AGL and the Shareholders its shareholders taken as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. 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 transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ 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 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. As subsidiaries a subsidiary of the Communications Group, Jiaogong Maintenance and Zhejiang Shunchang Information fully understand understands the Group’s business and operating needs, and maintains effective communication to provide more quality services to the Group. Each of Jiaogong Maintenance and Zhejiang Shunchang Information has the relevant qualifications and experience to provide the Maintenance Services expressway mechanical and electrical system maintenance services to the Group. LongLiLiLong Co. In addition, the Company LongLiLiLong Co went through a tender process and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Servicesprovider. Jiaogong Maintenance and Zhejiang Shunchang Information finally won the respective tenderstender. The transactions contemplated under the Expressway Mechanical and Electrical System Maintenance Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by the Group LongLiLiLong Co to Jiaogong Maintenance and Zhejiang Shunchang, respectively, Information will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group LongLiLiLong Co for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Expressway Mechanical and Electrical System Maintenance Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS IN RELATION TO THE EXPRESSWAY MECHANICAL AND ELECTRICAL SYSTEM MAINTENANCE AGREEMENTS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group Zhejiang Information is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect 65.85% owned subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang Information is a connected person of the Company and as a result, the respective transactions contemplated under the Expressway Mechanical and Electrical System Maintenance Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Expressway Mechanical and Electrical System Maintenance 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 personsperson. As the applicable percentage ratios in respect of the aggregated annual cap for transactions contemplated under the Agreements Expressway Mechanical and Electrical System Maintenance Agreements, after aggregating the Previous Daily Road Maintenance Agreements Agreements, are more than 0.1% but less than 5%, the transactions contemplated under the Agreements Expressway Mechanical and the Previous Daily Road Electrical System Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ 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 Expressway Mechanical and Electrical System Maintenance Agreements as they are currently 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 Expressway Mechanical and Electrical System Maintenance Agreements, and none are required to abstain from voting on the relevant resolutions of the Board. INFORMATION ON THE PARTIES LongLiLiLong Co is a limited liability company established under the law of PRC on April 8, 2005. LongLiLiLong Co is principally engaged in the operation and management of toll collection business of the LongLiLiLong Expressways located in Zhejiang Province, the PRC, with a total length of 222.2 kilometres. As of the date of this Announcement, LongLiLiLong Co is a wholly owned subsidiary of the Company. Jiaogong Maintenance is an indirect subsidiary of Communications Group which was established under the laws of the PRC on January 18, 2006. Jiaogong Maintenance is principally engaged in the road construction projects and toll road maintenance. Zhejiang Shunchang is an indirect subsidiary of Communications Group which was established under the laws of the PRC on November 11, 2003. Zhejiang Shunchang is principally engaged in the road construction projects and toll road maintenance. Zhejiang Information is a subsidiary of Communications Group which was established under the laws of the PRC on July 22, 2004. Zhejiang Information is principally engaged in research and development, manufacturing and sales of intelligent transportation and information technology products, road tolling, communication and surveillance systems, provision of technical advisory services for electrical and mechanical systems of tunnels, professional technical support services and engineering, procurement and construction services.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries The Company has accumulated relatively mature management experience and possessed competent management skill in the aspects of Communications Groupthe management business in relation to toll, Jiaogong Maintenance road maintenance, information and Zhejiang Shunchang fully understand electrical technology and road property safety. Entering into the Group’s business Entrusted Management Agreements shall further expand and operating needs, and maintains effective communication to provide more quality services to diversify the Grouproad property portfolio managed by the Company. Each of Jiaogong Maintenance and Zhejiang Shunchang has the relevant qualifications and experience to provide the Maintenance Services to the Group. In addition, It will also facilitate the Company went through a tender process to pool its resources for professional management, which is conducive to centralised resource allocation, management cost reduction, performance enhancement and obtained the relevant quotations from other independent service providers to select the service provider competitiveness improvement of the Maintenance Services. Jiaogong Maintenance Company in the expressway management and Zhejiang Shunchang finally won the respective tendersmaintenance market. The transactions contemplated under the Agreements are and will be conducted in the ordinary and usual course of business of the Group, and the consideration paid by the Group to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than the average market price and will not be less favourable than those provided by other independent service providers to the Group for similar services. Given the above, the Directors (including the independent non-executive Directors) are of the view that opinion that, the terms Entrusted Management Agreements are entered into the usual and ordinary course of business of the Agreements are Company on normal commercial terms, in the ordinary and usual course terms of business of the Group and which are fair and reasonable and in the interests of the Company and the its Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each (i) Shensuzhewan Branch is a branch of Jiaogong Maintenance Communications Group, (ii) Ningbo Yongtaiwen Co is a non-wholly owned subsidiary of Communications Group; and Zhejiang Shunchang (iii) Santongdao South Connection Co is an indirect non-wholly owned subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance Shensuzhewan Branch, Xxxxxx Xxxxxxxxxx Co and Zhejiang Shunchang Santongdao South Connection Co is a connected person of the Company and as a result, the respective transactions contemplated under the Entrusted Management Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Entrusted Management 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 personsAgreements. As the highest applicable percentage ratios ratio in respect of the aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the Previous Daily Road Maintenance Agreements are is more than 0.1% but less than 5%, the transactions contemplated under the Entrusted Management Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. Xx. Xx Xxxxxxx, Xx. Xxx XxxxxxxXxxxxxxx, Mr. Xxx Xx and Xx. Xxxx Xxxxxxx and Mr. Xxx XxXxxxx Xxxxxxxxx, being Directors, are deemed to have material interests in the Entrusted Management 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 Entrusted Management Agreements, and none are required to abstain from voting on the relevant resolutions of the Board.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As subsidiaries BITCL has been engaged by TEDA to manage the Disposal Subsidiaries after completion of Communications Group, Jiaogong Maintenance the Disposal Agreement in May 2009. The Company considers that the business operations of the Target Subsidiaries have improved and Zhejiang Shunchang fully understand the Group’s business and operating needs, and maintains effective communication to provide more quality services to are worth re-investing in by the Group. Each Currently, the Target Subsidiaries are mainly engaged in the production of Jiaogong Maintenance liquefied petroleum gas and Zhejiang Shunchang has compressed natural gas. They have not undertaken any reform of gas sources and are currently unable to satisfy the relevant qualifications great demand for gas from the residents in their respective local areas as a result of the rapid development of the economy and experience to provide the Maintenance Services to substantial amount of residential construction projects. With the support of favorable policies of the local government, the volume of sale of gas can be substantially increased after the introduction of gas sources by the Group, which can boost the volume of sale of gas by the Target Subsidiaries. In addition, the Company went through a tender process Target Subsidiaries own the exclusive operation right in their respective local areas and obtained the relevant quotations from other independent service providers to select the service provider of the Maintenance Services. Jiaogong Maintenance thus hold pricing advantages in charging connection fees and Zhejiang Shunchang finally won the respective tendersgas prices. The transactions contemplated under Company anticipates that taking control over the Agreements are and Target Subsidiaries again will be conducted in enhance the ordinary and usual course of business value of the Group, and . The Group does not intend to repurchase any other Disposed Subsidiaries after acquiring the consideration paid by Target Subsidiaries. The Company understands that TEDA is in the Group to Jiaogong Maintenance and Zhejiang Shunchang, respectively, will not be higher than process of handling the average market price and will not be less favourable than those provided by other independent service providers matters in relation to the Group for similar servicesdissolution or liquidation of certain Disposed Subsidiaries. Given After TEDA has finished handling such process, BITCL will terminate the above, agreement with TEDA to manage the Disposed Subsidiaries. The Directors (including the independent nonIndependent Non-executive Executive Directors) are of the view consider that the terms of Termination Agreements and the Agreements are on normal commercial terms, in the ordinary and usual course of business of the Group and Repurchase Agreement are fair and reasonable and on normal commercial terms and that the Termination Agreements and the Repurchase Agreement are in the interests of the Company Group and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital of the Company. By virtue of this shareholding interest, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, each of Jiaogong Maintenance and Zhejiang Shunchang is an indirect subsidiary of Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is a connected person of the Company and as a result, the respective transactions contemplated under the Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. 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 transactions contemplated under the Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders’ 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 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 None of the Directors have a material interest in the transactions contemplated Transactions. GEM LISTING RULES REQUIREMENTS As TEDA HK is a substantial shareholder of the Company holding approximately 50.13% of the total issued Shares, TEDA HK and Nicetime are connected persons of the Company under the Agreements, and none are required to abstain from voting on GEM Listing Rules. The Transactions accordingly constitute connected transactions of the Company under Chapter 20 of the GEM Listing Rules. As the relevant resolutions percentage ratios calculated pursuant to Rule 19.07 of the BoardGEM Listing Rules in respect of the Transactions are more than 0.1% and less than 5%, the Transactions is only subject to the reporting and announcement requirements and are exempt from the independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.