Common use of RESUMPTION OF TRADING Clause in Contracts

RESUMPTION OF TRADING. At the request of the Company, trading in the issued Shares on the Stock Exchange was suspended with effect from 9 : 00 a.m. on 30 April 2012 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 20 June 2012. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: ‘‘acting in concert’’ has the meaning ascribed thereto under the Takeovers Code ‘‘Board’’ the board of Directors ‘‘Borrower’’ Bounty Wealth Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which is wholly owned by Xx. Xxxxxx Xxxx Xxx Chi (張偉智), the then controlling Shareholder of the Company as at the date of the Loan Agreement ‘‘Business Day’’ any day (other than Saturday, Sunday and public holiday) on which normal commercial banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘BVI’’ British Virgin Islands ‘‘Company’’ JF Household Furnishings Limited (Stock Code: 776), a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Stock Exchange ‘‘Completion’’ completion of the Sale and Purchase Agreement ‘‘Completion Date’’ the date of Completion, being 27 April 2012 ‘‘Directors’’ the directors of the Company ‘‘Executive’’ means the Executive Director of the Corporate Finance Division of the SFC and any of its delegates ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Board Committee’’ the independent committee of the Board comprising all the independent non-executive Directors, established to give recommendation to the Independent Shareholders regarding the terms of the Offers ‘‘Independent Financial Adviser’’ Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to advise the Independent Board Committee in respect of the Offers ‘‘Independent Shareholders’’ Shareholders other than the Offeror and parties acting in concert with it ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Loan Agreement’’ the loan agreement entered into between the Borrower and the Vendor on 21 September 2011 ‘‘Messis Capital’’ Messis Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, the financial adviser to the Offeror in respect of the Offers ‘‘Offer Share(s)’’ issued Share(s) other than those already owned by the Offeror and parties acting in concert with it ‘‘Offers’’ the Share Offer and the Warrant Offer ‘‘Purchaser’’ or ‘‘Offeror’’ Power Ocean Holdings Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which are owned as to 50% by Xx. Xxxx and 50% by Xx. Xxxxx ‘‘Sale and Purchase Agreement’’ the sale and purchase agreement entered into between the Purchaser and the Vendor on 27 April 2012 ‘‘Sale Shares’’ the legal and beneficial interests of 167,711,000 Shares, representing 70.09% of the entire issued share capital of the Company being charged to the Vendor pursuant to the Share Charge prior to the Completion ‘‘SBI E2’’ SBI E2-Capital (HK) Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ existing ordinary share(s) of HK$0.01 each in the share capital of the Company ‘‘Share Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code ‘‘Share Offer Price’’ the price at which the Share Offer will be made, being HK$1.4907 per Offer Share ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement to the Sale and Purchase Agreement entered into between the Purchaser and the Vendor on 28 May 2012 ‘‘Takeovers Code’’ the Code on Takeovers and Mergers ‘‘Vendor’’ Sun Finance Company Limited, a company incorporated in Hong Kong with limited liability ‘‘Warrant(s)’’ the warrant(s) issued by the Company on 16 February 2012 by way of placing, each entitled the holder to subscribe for one new Share, at any time during a period of 18 months commencing from the date of issue, at a subscription price of HK$1.92 per Share ‘‘Warrant Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all outstanding Warrants in accordance with the Takeovers Code ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. By Order of the board of directors of Power Ocean Holdings Limited Xxxx Xxxxx Wa Director By Order of the Board JF Household Furnishings Limited Xxxxx Xxxx Chairman

RESUMPTION OF TRADING. At the request of the Company, trading in the issued Shares on the Stock Exchange was suspended with effect halted from 9 9: 00 a.m. on 30 April 2012 13 January 2014, pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 9: 00 a.m. on 20 June 20126 February 2014. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwiseotherwise requires, the following terms have the following meanings: ‘‘acting Acquisition’’ the acquisition of 70% equity interest in concertthe Target by the Purchaser in accordance with the terms and conditions of the Agreement ‘‘Agreement’’ the sale and purchase agreement dated 12 January 2014 entered into among the Purchaser, the Target, the Vendors, Yuchai Machinery and the Company in relation to the Acquisition ‘‘associate(s)’’ has the meaning ascribed thereto to it under the Takeovers Code Listing Rules ‘‘Board’’ the board of Directors ‘‘BorrowerCompany’’ Bounty Wealth Hoifu Energy Group Limited, a company incorporated in the BVI Bermuda with limited liability and liability, the entire issued share capital Shares of which is wholly owned by Xx. Xxxxxx Xxxx Xxx Chi (張偉智), the then controlling Shareholder of the Company as at the date of the Loan Agreement ‘‘Business Day’’ any day (other than Saturday, Sunday and public holiday) on which normal commercial banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘BVI’’ British Virgin Islands ‘‘Company’’ JF Household Furnishings Limited (Stock Code: 776), a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the main board of the Stock Exchange ‘‘Completionconnected person(s)’’ completion of has the Sale and Purchase Agreement meaning ascribed to it under the Listing Rules ‘‘Completion DateDirector(s)’’ the date of Completion, being 27 April 2012 ‘‘Directors’’ the directors director(s) of the Company ‘‘Executive’’ means the Executive Director of the Corporate Finance Division of the SFC and any of its delegates ‘‘Group’’ the Company and its subsidiaries ‘‘Guangdong Weijing’’ 廣東偉經傢俱科技有限公司 (Guangdong Weijing Furniture Technology Co., Ltd.*), a company established under the laws of the PRC, being one of the Vendors ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Board Committee’’ the independent committee of the Board comprising all the independent non-executive Directors, established to give recommendation to the Independent Shareholders regarding the terms of the Offers ‘‘Independent Financial Adviser’’ Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to advise the Independent Board Committee in respect of the Offers ‘‘Independent Shareholders’’ Shareholders other than the Offeror and parties acting in concert with it PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Loan AgreementPRC’’ the loan agreement entered into between People’s Republic of China, and for the Borrower and the Vendor on 21 September 2011 ‘‘Messis Capital’’ Messis Capital Limitedpurpose of this announcement, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFOshall exclude Hong Kong, the financial adviser to the Offeror in respect Macau Special Administrative Region of the Offers ‘‘Offer Share(s)’’ issued Share(s) other than those already owned by the Offeror PRC and parties acting in concert with it ‘‘Offers’’ the Share Offer and the Warrant Offer Taiwan ‘‘Purchaser’’ or ‘‘Offeror’’ Power Ocean Holdings 廣西凱富能源有限公司 (Guangxi Hoifu Energy Limited*), a company incorporated in established under the BVI with limited liability laws of the PRC and is wholly-owned by the entire issued share capital of which are owned as to 50% by Xx. Xxxx and 50% by Xx. Xxxxx Company ‘‘Sale and Purchase AgreementRMB’’ Renminbi, the lawful currency of the PRC ‘‘SGM’’ the sale and purchase agreement entered into between the Purchaser and the Vendor on 27 April 2012 ‘‘Sale Shares’’ the legal and beneficial interests of 167,711,000 Shares, representing 70.09% of the entire issued share capital special general meeting of the Company being charged to be convened for the Vendor pursuant to purpose of considering, and if though fit, approving the Share Charge prior to Agreement and the Completion transactions contemplated thereunder ‘‘SBI E2Shanghai Dianjin’’ SBI E2-Capital 上海點金實業有限公司 (HK) LimitedShanghai Dianjin Industrial Co., Ltd.*), a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities limited liability company established under the SFO ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 laws of the Laws PRC, being one of Hong Kong) the Vendors ‘‘Share(s)’’ existing ordinary share(s) of HK$0.01 HK$0.1 each in the issued share capital of the Company ‘‘Share Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code ‘‘Share Offer Price’’ the price at which the Share Offer will be made, being HK$1.4907 per Offer Share ‘‘Shareholder(s)’’ the holder(s) of the Shares Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental AgreementTarget’’ 廣西玉柴石油化工有限公司 (Guangxi Yuchai Petrochemical Co., Ltd.*), a limited liability company established under the laws of the PRC ‘‘Target Group’’ the supplemental agreement to Target and 欽州玉柴石化銷售有限公司 (Qinzhou Yuchai Petrochemical Trading Co., Ltd.*), a wholly-owned subsidiary of the Sale and Purchase Agreement entered into between the Purchaser and the Vendor on 28 May 2012 Target ‘‘Takeovers CodeVendors’’ the Code on Takeovers Guangdong Weijing, Shanghai Dianjin and Mergers Xxxxx Xxxxxxx ‘‘VendorYuchai Machinery’’ Sun Finance Company Limited廣西玉柴機械集團有限公司 (Guangxi Yuchai Machinery Group Co., Ltd.*), a company incorporated in Hong Kong with limited liability company established under the laws of the PRC ‘‘Warrant(sXxxxx Xxxxxxx’’ 諸暨精石投資有限公司 (Xxxxx Xxxxxxx Investment Co., Ltd.*)’’ , a limited liability company established under the warrant(s) issued by the Company on 16 February 2012 by way of placing, each entitled the holder to subscribe for one new Share, at any time during a period of 18 months commencing from the date of issue, at a subscription price of HK$1.92 per Share ‘‘Warrant Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf laws of the Offeror for all outstanding Warrants in accordance with PRC, being one of the Takeovers Code ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong Vendors ‘‘%’’ per cent. cent By Order of the board of directors of Power Ocean Holdings Limited Xxxx Xxxxx Wa Director By Order order of the Board JF Household Furnishings Hoifu Energy Group Limited Xxxxx Xxxx ChairmanXx. Xxx Xxx Xxxx, G.B.S., J.P. Chairman Hong Kong, 5 February 2014

RESUMPTION OF TRADING. At the request of the Company, trading in the issued Shares on the Stock Exchange was suspended halted with effect from 9 9: 00 58 a.m. on 30 April 2012 1 September 2016 pending the release of this announcement. An application The Company has been made by the Company applied to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 9: 00 a.m. on 20 June 20122 September 2016. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwiseotherwise requires, the following terms shall have the following meanings: ‘‘acting in concert’’ has the meaning ascribed thereto under the Takeovers Code ‘‘Board’’ the board of Directors ‘‘BorrowerBusiness Day’’ Bounty Wealth any day (excluding a Saturday, Sunday or a public holiday) on which banks are open for business in Hong Kong ‘‘Compensation Arrangement’’ the arrangement set out under the Compensation Agreement ‘‘Compensation Agreement’’ the compensation agreement between Xx. Xxxx and each of the Placees ‘‘Compensation Price’’ HK$12.88 per Placing Share ‘‘Directors’’ the director(s) of the Company ‘‘Envision Global’’ Envision Global Investments Limited, a limited liability company incorporated in the BVI with limited liability and the entire issued share capital of British Virgin Islands on February 1, 2012 which is wholly wholly-owned by Xx. Xxxxxx Xxxx Xxx Chi and is our immediate Controlling Shareholder (張偉智), as defined under the Listing Rules) ‘‘General Xxxxxxx’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting on 2 June 2016 to allot and issue and deal with 20% of the then controlling Shareholder issued share capital of the Company as at the date of the Loan Agreement ‘‘Business Day’’ any day (other than Saturday, Sunday and public holiday) on which normal commercial banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘BVI’’ British Virgin Islands ‘‘Company’’ JF Household Furnishings Limited (Stock Code: 776), a company incorporated in the Cayman Islands with limited liability whose issued annual general meeting representing 271,550,100 Shares are listed on the Stock Exchange ‘‘Completion’’ completion of the Sale and Purchase Agreement ‘‘Completion Date’’ the date of Completion, being 27 April 2012 ‘‘Directors’’ the directors of the Company ‘‘Executive’’ means the Executive Director of the Corporate Finance Division of the SFC and any of its delegates ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Board CommitteeThird Party(ies)’’ any person or company and their respective ultimate beneficial owner(s) (if applicable) who, to the independent committee best of the Board comprising Directors’ knowledge, information and belief having made all the reasonable enquiries, are third parties independent non-executive Directors, established to give recommendation to the Independent Shareholders regarding the terms of the Offers ‘‘Independent Financial Adviser’’ Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) Company and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to advise the Independent Board Committee in respect of the Offers ‘‘Independent Shareholders’’ Shareholders other than the Offeror and parties acting in concert with it its connected persons ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the The Stock Exchange of Hong Kong Limited NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Loan AgreementXx. Xxxx’’ Xx. Xxxx Xxxxxxx, Xxxxxxx, Chairman, Chief Executive Officer and executive Director of the Company and a controlling shareholder (as defined by the Listing Rules) of the Company ‘‘Placee(s)’’ any individual(s), institutional or other professional investor(s) procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations as set out in the Placing Agreement ‘‘Placing’’ the loan agreement entered into between proposed conditional placing of Placing Shares under the Borrower and General Mandate on a best effort basis pursuant to the Vendor on 21 September 2011 terms of the Placing Agreement ‘‘Messis CapitalPlacing Agent’’ Messis Capital Hong Kong International Securities Limited, a company incorporated under the laws of Hong Kong and a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, the financial adviser to the Offeror business in respect of the Offers ‘‘Offer Share(s)’’ issued Share(s) other than those already owned by the Offeror and parties acting in concert with it ‘‘Offers’’ the Share Offer and the Warrant Offer ‘‘Purchaser’’ or ‘‘Offeror’’ Power Ocean Holdings Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which are owned as to 50% by Xx. Xxxx and 50% by Xx. Xxxxx ‘‘Sale and Purchase Agreement’’ the sale and purchase agreement entered into between the Purchaser and the Vendor on 27 April 2012 ‘‘Sale Shares’’ the legal and beneficial interests of 167,711,000 Shares, representing 70.09% of the entire issued share capital of the Company being charged to the Vendor pursuant to the Share Charge prior to the Completion ‘‘SBI E2’’ SBI E2-Capital (HK) Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities activity under the SFO ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Future Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 September 2016 entered into between the Company and the Placing Agent in respect of the Placing ‘‘Place Price’’ the price of HK$12.50 per Placing Share ‘‘Placing Share(s)’’ existing up to a maximum of 270,466,900 Shares to be issued or allotted under the General Mandate and to be placed under the Placing ‘‘Reference Date’’ the last Trading Day of the three-year period after the parties to the Placing Agreement have entered into the agreement, such date to be extended by such number of days where trading of the Shares in the Stock Exchange is suspended during the three-year period after the execution of the Compensation Agreement (provided that such extension shall not be more than six months from the original Reference Date) ‘‘RSU Scheme’’ the restricted share unit scheme adopted by the Company to grant restricted share units to directors, senior management and employees of the Group, which took effect on 1 March 2014 and was amended and restated on 21 December 2014 NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES ‘‘Share(s)’’ the ordinary share(s) of HK$0.01 US$0.0000001 each in the share capital of the Company ‘‘Share Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code ‘‘Share Offer Price’’ the price at which the Share Offer will be made, being HK$1.4907 per Offer Share ‘‘Shareholder(s)’’ holder(s) of the Shares Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental AgreementTotal Dynamic’’ the supplemental agreement to the Sale and Purchase Agreement entered into between the Purchaser and the Vendor on 28 May 2012 ‘‘Takeovers Code’’ the Code on Takeovers and Mergers ‘‘Vendor’’ Sun Finance Company Total Dynamic Holdings Limited, a limited liability company incorporated in Hong Kong with limited liability the British Virgin Islands on December 4, 2012 which is wholly-owned by Xx. Xxx Xx and is our Shareholder ‘‘Warrant(s)Trading Date’’ a day in which shares are traded on the Stock Exchange ‘‘United States’’ or ‘‘US’’ the warrant(s) issued by the Company on 16 February 2012 by way United States of placingAmerica, each entitled the holder its territories, its possessions and all areas subject to subscribe for one new Share, at any time during a period of 18 months commencing from the date of issue, at a subscription price of HK$1.92 per Share its jurisdiction ‘‘Warrant OfferUS$’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all outstanding Warrants in accordance with the Takeovers Code ‘‘HK$’’ Hong Kong United States dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. By Order of the board of directors of Power Ocean Holdings Limited Xxxx Xxxxx Wa Director United States By Order of the Board JF Household Furnishings Limited COGOBUY GROUP XXXX Xxxxxxx, Xxxxxxx Chairman and Executive Director Hong Kong, 1 September 2016 As at the date of this announcement, our executive directors are Xx. XXXX Xxxxxxx, Xxxxxxx, Xx. XX Lun Xxxxxx Xxxxx Xxxx Chairmanand Ms. XX Xxxx, Hope; our non-executive director is Xx. XXX Xxxxx; and our independent non-executive directors are Xx. XXXXX Xxxxxxx, Xxxxxxx, Xx. XX Xxx and Xx. XXX Xxxxxx X.

RESUMPTION OF TRADING. At the request of the Company, trading Trading in the issued Shares on the Stock Exchange was suspended with effect from 9 9: 00 a.m. on 30 April 2012 March 2011 at the request of the Company pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 9: 00 a.m. on 20 June 201231 March 2011. DEFINITIONS In this announcement, the following expressions have the meanings meaning as set out below unless the context requires otherwise: ‘‘acting in concertassociates’’ has having the meaning ascribed thereto under in the Takeovers Code Listing Rules ‘‘Board’’ the board of Directors ‘‘Borrower’’ Bounty Wealth Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which is wholly owned by Xx. Xxxxxx Xxxx Xxx Chi (張偉智), the then controlling Shareholder of the Company as at the date of the Loan Agreement ‘‘Business Day’’ any day (other than a Saturday, Sunday and or public holiday) on which normal commercial banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours ‘‘BVI’’ British Virgin Islands in Hong Kong ‘‘Company’’ JF Household Furnishings Limited (Stock Code: 776)New Environmental Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares liability, the ordinary shares of which are listed on the Stock Exchange ‘‘Completion’’ completion of the Sale and Purchase Agreement ‘‘Completion Date’’ the third Business Day after the date on which all the conditions provided in the Subscription Agreement are satisfied (or waived), which is currently expected to be on or before 31 May 2011 or such other date as may be agreed by the parties of Completionthe Subscription Agreement ‘‘Connected Person(s)’’ having the meaning ascribed thereto in the Listing Rules ‘‘Convertible Bonds’’ the zero coupon guaranteed convertible bonds due 2015, being 27 which are convertible into Shares or shares of Smartview Investment Holdings Ltd. (a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company) as described in the Company’s announcements dated 29 January 2010 and 13 April 2012 2010, respectively ‘‘Convertible Notes’’ the convertible notes of the Company issued to Simple Success Investments Limited and Bright Good Limited on 11 December 2009 in satisfaction of part of the consideration for the Group’s acquisition of the entire issued share capital of Smartview Investment Holdings Ltd., as described in the Company’s announcement dated 23 September 2009 and circular dated 23 November 2009 ‘‘Directors’’ the directors of the Company ‘‘ExecutiveEGM’’ means the Executive Director extraordinary general meeting of the Corporate Finance Division Company to be convened and held for the Shareholders to consider and, if thought fit, to approve, inter alia, the Subscription and the Specific Mandate to issue and allot the Subscription Shares ‘‘Force Majeure Event’’ acts of god, strike, act of war, act of terrorism, epidemic, international political crisis, civil disorder, any significant adverse change in local, national or international monetary, economic or financial conditions (including general suspension or limitation of trading on, or by, the Stock Exchange (save for any suspension not exceeding 10 consecutive Business Days) and change in currency exchange rates or controls and disruption of banking activities) or other adverse events not within the control of the SFC and any parties of its delegates the Subscription Agreement ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China PRC ‘‘Independent Board Listing Committee’’ having the independent committee of meaning ascribed thereto in the Board comprising all the independent non-executive Directors, established to give recommendation to the Independent Shareholders regarding the terms of the Offers ‘‘Independent Financial Adviser’’ Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to advise the Independent Board Committee in respect of the Offers ‘‘Independent Shareholders’’ Shareholders other than the Offeror and parties acting in concert with it Listing Rules ‘‘Listing Rules’’ the The Rules Governing the Listing of Securities on the Stock Exchange ‘‘Loan AgreementPlacee(s)’’ any person or entity whom the Placing Agent and/or any of its agent(s) have procured to place the Placing Shares pursuant to the Placing Agreement ‘‘Placing’’ the loan agreement entered into between placing of up to a maximum of 202,022,000 Placing Shares by the Borrower and Placing Agent on a best effort basis pursuant to the Vendor on 21 September 2011 terms of the Placing Agreement ‘‘Messis CapitalPlacing Agent’’ Messis Capital Fortune (HK) Securities Limited, a licensed corporation to carry out type 6 (advising on corporate finance) Type 1 regulated activity under the SFO, the financial adviser to the Offeror in respect of the Offers ‘‘Offer Share(s)’’ issued Share(s) other than those already owned by the Offeror and parties acting in concert with it ‘‘Offers’’ the Share Offer and the Warrant Offer ‘‘Purchaser’’ or ‘‘Offeror’’ Power Ocean Holdings Limited, a company incorporated in the BVI with limited liability and the entire issued share capital of which are owned as to 50% by Xx. Xxxx and 50% by Xx. Xxxxx ‘‘Sale and Purchase Agreement’’ the sale and purchase agreement entered into between the Purchaser and the Vendor on 27 April 2012 ‘‘Sale Shares’’ the legal and beneficial interests of 167,711,000 Shares, representing 70.09% of the entire issued share capital of the Company being charged to the Vendor pursuant to the Share Charge prior to the Completion ‘‘SBI E2’’ SBI E2-Capital (HK) Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Placing Agreement’’ the placing agreement dated 1 December 2010 (as amended by the Supplemental Placing Agreement dated 24 February 2011) entered into between the Company and the Placing Agent in relation to the Placing ‘‘Placing Shares’’ a maximum of 202,022,000 Shares to be placed under the Placing ‘‘PRC’’ the People’s Republic of China ‘‘Xxxx Securities’’ Xxxx Securities Company Limited, a licensed corporation to carry on Type 1 (dealing in securities), Type 2 (dealing in future securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Sale Convertible Notes’’ the portion of Convertible Notes in the total outstanding principal amount of HK$417,600,000 representing the amount of HK$177,000,000 and convertible into approximately 150,000,000 Shares upon the exercise of the convertible rights attaching thereto ‘‘Second Supplemental Placing Agreement’’ the second supplemental placing agreement dated 29 March 2011 entered into between the Company and the Placing Agent in relation to the Placing ‘‘Subscriber’’ Beijing Capital (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability ‘‘Subscription’’ the subscription of 202,022,000 Subscription Shares by the Subscriber at the Subscription Price pursuant to the Subscription Agreement ‘‘Subscription Agreement’’ the subscription agreement dated 29 March 2011 entered into between the Company and the Subscriber in relation to the Subscription ‘‘Subscription Price’’ HK$0.40 per Subscription Share ‘‘Subscription Shares’’ 202,022,000 Shares to be subscribed for by the Subscriber pursuant to the Subscription Agreement ‘‘Share(s)’’ existing ordinary share(s) of HK$0.01 HK$0.10 each in the share capital of the Company ‘‘Share OfferShareholders’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf holders of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code ‘‘Share Offer PriceOptions’’ the price at which option(s) to subscribe for Share(s) granted under any share option scheme of the Share Offer will be made, being HK$1.4907 per Offer Share Company ‘‘Shareholder(s)Specific Mandate’’ holder(s) of a specific mandate to be sought from the Shareholders at the EGM to allot and issue 202,022,000 new Shares at HK$0.40 per Share pursuant to the Placing Agreement ‘‘Supplemental Placing Agreement’’ the supplemental placing agreement dated 24 February 2011 entered into between the Company and the Placing Agent in relation to the Placing ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement to the Sale and Purchase Agreement entered into between the Purchaser and the Vendor on 28 May 2012 ‘‘Takeovers Code’’ the The Hong Kong Code on Takeovers and Mergers ‘‘Vendor’’ Sun Finance Company Limited, a company incorporated in Hong Kong with limited liability ‘‘Warrant(s)’’ the warrant(s) issued by the Company on 16 February 2012 by way of placing, each entitled the holder to subscribe for one new Share, at any time during a period of 18 months commencing from the date of issue, at a subscription price of HK$1.92 per Share ‘‘Warrant Offer’’ the unconditional mandatory cash offer to be made by SBI E2 for and on behalf of the Offeror for all outstanding Warrants in accordance with the Takeovers Code ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. Per cent By Order order of the board Board of directors of Power Ocean New Environmental Energy Holdings Limited Xxxx Xxxxx Wa Xxx Xxx Executive Director By Order Hong Kong, 30 March 2011 As at the date of this announcement, the Board JF Household Furnishings Limited comprises five executive directors, namely Xx. Xxxx Xxx Xx, Xx. Xxxxxxxx Xxxxxxx, Xx. Xxxx Xxx Xxx, Mr. Xx Xxxxx Fan, Xxxxx and Xx. Xx Xxx Xxx; one non-executive director, namely Xx. Xxx Xxx Xxxx; one alternate non-executive director, namely Xx. Xxx Xxxx ChairmanXxxxxx (alternate director to Xx. Xxx Xxx Xxxx) and four independent non-executive directors, namely Xx. Xx Xxxx Xxx, Xxxxxxx, Xx. Xxx Xxxx Xxxx, Xx. Xxxx Hung Xxxx, Xxxxxxx and Xx. Xxxxx Kai Xxx, Xxxxx.