Common use of Takeovers Code implications Clause in Contracts

Takeovers Code implications. The Taiwan Business Sale Agreement constitutes a special deal in relation to the Partial Offer under Note 4 to Rule 25 of the Takeovers Code. An application has been made by the Company to the Executive for consent to proceed with the Taiwan Business Sale Agreement. Such consent, if granted, is expected to be subject to (i) the opinion of the Independent Financial Adviser that the terms of the Taiwan Business Sale Agreement are fair and reasonable; and (ii) the approval of the Taiwan Business Sale Agreement by the Independent Shareholders by way of poll at the SGM. The Independent Financial Adviser will state in the Circular its opinion on whether the terms of the Taiwan Business Sale Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. BRAND LICENCE AGREEMENTS On 25 March 2021 (after trading hours), in connection with the Partial Offer and the Option Offer, each of the Company and KE Thailand entered into the respective Brand Licence Agreements. The principal terms of the Brand Licence Agreements are set out below: Date 25 March 2021 Principal terms of each Brand Licence Agreement