Common use of CONTINUING CONNECTED TRANSACTIONS Clause in Contracts

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through, among others, SMBIL, holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL is a connected person of the Company under the Listing Rules, and the licensing arrangement under the New SMBIL-SMBHK Trademark Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from the New SMBIL-SMBHK Trademark Licence Agreement, which include the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Agreement, the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San Xxxxxx Group Licensing Arrangements and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged. It is expected that the annual royalties payable by the Group under the New SMBIL-SMBHK Trademark Licence Agreement, when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements, including the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreements. Accordingly, the transactions under the New SMBIL-SMBHK Trademark Licence Agreement are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBIL. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the New SMBIL-SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference to the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties amounted to only approximately HK$1,041,000, HK$931,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 respectively. Hence, as the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBIL, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBIL-SMBHK Trademark Licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the New SMBIL-SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2018 and the nine (9)-month period ended 30 September 2019, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$166,000 and HK$842,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2020. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBILNeptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference as mentioned above, for the years ended 31 December 2017, 2018 and the nine (9)-month period from 1 January 2019 to 30 September 2019, the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$169,000, HK$931,000 HK$166,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$842,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from Group, including the New SMBILNeptunia Sub-SMBHK licence Agreement as well as the Trademark Licence Agreement, which include Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under (including the San Xxxxxx Group Trademark Licensing Arrangements Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2017 and the nine (9)-month period ended 30 September 2018, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$169,000 and HK$121,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2019. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBILNeptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference as mentioned above, for the years ended 31 December 2016, 2017 and the nine (9)-month period from 1 January 2018 to 30 September 2018, the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$157,000, HK$931,000 HK$169,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$121,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from Group, including the New SMBILNeptunia Sub-SMBHK licence Agreement as well as the Trademark Licence Agreement, which include Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under (including the San Xxxxxx Group Trademark Licensing Arrangements Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2014 and the nine (9)-month period ended 30 September 2015, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$781,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2016. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both As mentioned above, for the Company and SMBIL. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement years ended 31 December 2013, 2014 and the transactions contemplated under the New SMBIL-SMBHK Trademark Licence Agreement in compliance with Rule 14A.70 nine (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company)9)-month period from 1 January 2015 to 30 September 2015, which are connected persons of the Company. Further, with reference to the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$129,000, HK$931,000 HK$151,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$109,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC SMC, an intermediate holding company of the Company, and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of the both the Company and Neptunia. Xx. Xxxxx X. Ang, none Ang (who has substantial interest in the shares of Top Frontier and SMC) did not attend the Directors abstained from voting meeting during which the vote on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement was taken. None of the Directors who were present in the said meeting abstained from voting on the Board resolution in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the said Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from Group, including the New SMBILNeptunia Sub-SMBHK licence Agreement as well as the Trademark Licence Agreement, which include Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under (including the San Xxxxxx Group Trademark Licensing Arrangements Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 and the nine (9)-month period ended 30 September 2016, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$523,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2017. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBILNeptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference as mentioned above, for the years ended 31 December 2014, 2015 and the nine (9)-month period from 1 January 2016 to 30 September 2016, the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$151,000, HK$931,000 HK$151,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$523,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from Group, including the New SMBILNeptunia Sub-SMBHK licence Agreement as well as the Trademark Licence Agreement, which include Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under (including the San Xxxxxx Group Trademark Licensing Arrangements Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2016 and the nine (9)-month period ended 30 September 2017, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$157,000 and HK$613,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing ArrangementsGroup, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2018. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBILNeptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference as mentioned above, for the years ended 31 December 2015, 2016 and the nine (9)-month period from 1 January 2017 to 30 September 2017, the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$151,000, HK$931,000 HK$157,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$128,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.

CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and throughthrough Neptunia, among others, SMBIL, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL Company and thus Neptunia is a connected person of the Company under the Listing RulesCompany. Accordingly, and the licensing arrangement under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing RulesCompany. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement, which include the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and as detailed in the SMBIL-SMGB Trademark Licence Agreement2007 Announcement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Licensing Agreement, the SMBIL Neptunia Sub-licence Agreement and the SMBILSMBIL Sub-SMGB Trademark Licence licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San Xxxxxx Group Licensing Arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2019 and the nine (9)-month period ended 30 September 2020, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$1,041,000 and HK$775,000 respectively. It is expected that the annual royalties payable by the Group under the New SMBILNeptunia Sub-SMBHK Trademark Licence Agreementlicence Agreement (as extended by the Extension Letter), when aggregated with the other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreementsyear ending 31 December 2021. Accordingly, the transactions under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBILNeptunia. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules in view of his substantial interest in the shares of Top Frontier and SMC (an intermediate holding company of the Company), which are connected persons of the Company. Further, with reference as mentioned above, for the years ended 31 December 2018, 2019 and the nine (9)-month period from 1 January 2020 to 30 September 2020, the royalties paid/payable to Neptunia under the Neptunia Sub-licence Agreement, the royalties Agreement amounted to only approximately HK$1,041,000HK$166,000, HK$931,000 HK$1,041,000 and HK$516,000 for the years ended 31 December 2019, 2020 and the nine (9)-month period from 1 January 2021 to 30 September 2021 HK$775,000 respectively. Hence, as As the territorial coverage, licensed trademarks, and rate and manner of computation of royalties under the New SMBIL-SMBHK Trademark Licence Agreement, among others, are essentially the same as those transaction amount under the Neptunia Sub-licence Agreement (although the list of covered territories and licensed trademarks has been updated), the transaction amount under the New SMBIL-SMBHK Trademark Licence Agreement is expected to be not material to the operations of the Group, SMBILNeptunia, SMC and Top Frontier, and the Company does not consider any Directors to have a material interest in the subject transaction under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement. Accordingly, other than Xx. Xxxxx X. Ang, none of the Directors abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement Extension Letter and the transactions contemplated under the New SMBILNeptunia Sub-SMBHK Trademark Licence licence Agreement in compliance with Rule 14A.70 (11) of the Listing Rules. The Board resolution approving the entering into by the Company of the New SMBIL-SMBHK Trademark License Agreement was unanimously passed in the Board meeting.