Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. CSAHC is the controlling shareholder of the Company, directly and indirectly holding approximately 50.59% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. GSAC is a wholly-owned subsidiary of CSAHC, thus it is a connected person of the Company under the Listing Rules. The transactions contemplated under the CSA Building Asset Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the CSA Building Asset Lease Agreement shall be aggregated with the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the CSA Building Asset Lease Agreement under Rules 14.22 and 14A.81 of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the CSA Building Asset Lease Agreement (after aggregation with the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% and less than 5%, the transactions contemplated under the CSA Building Asset Lease Agreement are only subject to the reporting, announcement and annual review requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx and Xx. Xxxxx Xx Xxxx, were required to abstain from voting in respect of the resolution to approve the CSA Building Asset Lease Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the resolutions approving the CSA Building Asset Lease Agreement.

IMPLICATIONS UNDER THE LISTING RULES. CSAHC is the controlling shareholder of the Company, directly and indirectly holding approximately 50.59% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. GSAC is a wholly-owned subsidiary of CSAHC, thus it is a connected person of the Company under the Listing Rules. The transactions contemplated under the CSA Building Asset Lease Framework Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the Asset Lease Framework Agreement shall be aggregated with the CSA Building Asset Lease Agreement shall be aggregated with and the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the CSA Building Asset Lease Framework Agreement under Rules 14.22 and 14A.81 of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the Asset Lease Framework Agreement (after aggregation with the CSA Building Asset Lease Agreement (after aggregation with and the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% and less than 5%, the transactions contemplated under the CSA Building Asset Lease Framework Agreement are only subject to the reporting, announcement and annual review requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx Xxxx, Xx. Xxx Xxx Xxxx and Xx. Xxxxx Xx Xxxx, were required to abstain from voting in respect of the resolution to approve the CSA Building Asset Lease Framework Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the resolutions approving the CSA Building Asset Lease Framework Agreement.

IMPLICATIONS UNDER THE LISTING RULES. CSAHC Pursuant to IFRS 16, Jiaxing Property leased under the Tenancy Agreement will be recognised as right-of-use assets, in which the aggregate consideration of approximately RMB28,543,483.56 (equivalent to approximately HK$32,539,571.26) for recognising the Jiaxing Property as right-of-use assets pursuant to the Tenancy Agreement. Shareholders should note that the above figure is unaudited and may be subject to adjustment in the controlling shareholder future. The right-of-use asset represents its right to use the underlying leased asset over the lease term and the lease liability represents its obligation to make lease payments (i.e. the rent). The asset and the liability arising from the lease are initially measured on present value basis and calculated by discounting the non-cancellable lease payments under the Tenancy Agreement, using the incremental borrowing rate as the discount rate. Under IFRS 16 and in the consolidated statement of comprehensive income of the Group, the Group shall recognise (i) depreciation charge over the life of the right-of-use asset, and (ii) interest expenses amortised from the lease liability over the lease term. CTHCL is a promoter and a substantial Shareholder of the Company which holds 29.29% of the issued share capital of the Company as at the date of this announcement. CTCD is a subsidiary of CTHCL and thus a connected person of the Company. As such, directly and indirectly holding approximately 50.59% equity interest in the Company as of transaction contemplated under the date hereof, and is therefore Tenancy Agreement constitute a connected person transaction of the Company under the Listing Rules. GSAC is a wholly-owned subsidiary of CSAHC, thus it is a connected person Since the highest applicable Percentage Ratio calculated with reference to the value of the Company under the Listing Rules. The transactions contemplated under the CSA Building Asset Lease Agreement constitute continuing connected transactions for right- of-use asset to be recognised by the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the CSA Building Asset Lease Agreement shall be aggregated in connection with the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the CSA Building Asset Lease Tenancy Agreement under Rules 14.22 and 14A.81 of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the CSA Building Asset Lease Agreement (after aggregation with the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding exceeds 0.1% and but is less than 5%, the transactions transaction contemplated under the CSA Building Asset Lease Tenancy Agreement are only is subject to the reporting, announcement and annual review requirements and but exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules. Among the seven Directors, three connected Directors, Mr. Xxx Xxxxxxxx and Xx. Xxxx Xxxxx XxxxYinhong, Xx. Xxx Xxx Xxxx and Xx. Xxxxx Xx Xxxxthe executive Directors of the Company, were required to abstain being directors of CTHCL, have abstained from voting in respect of on the Board resolution to approve the CSA Building Asset Lease transaction under the Tenancy Agreement. All Except for the remaining four above, none of the Directors who were entitled to vote, unanimously approved has a material interest in the resolutions approving transaction contemplated under the CSA Building Asset Lease AgreementTenancy Agreement and none of them has abstained from voting on the relevant Board resolution.

IMPLICATIONS UNDER THE LISTING RULES. CSAHC As at the date of this announcement, Xx. Xxx Xxxxxxxx, holding approximately 32.79% of the issued share capital of the Company, is the controlling shareholder of the Company, directly and indirectly holding approximately 50.59% equity interest in . As Xx. Xxx Xxxxxxxx is the Company as ultimate controlling shareholder of the date hereofGuarantor, the Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of Xx. Xxx Xxxxxxxx and therefore, is therefore a an associate of the connected person of the Company under the Listing Rules. GSAC is a wholly-owned subsidiary of CSAHC, thus it is a connected person of the Company under the Listing Rules. The transactions contemplated under the CSA Building Asset Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to the Listing Rules, the lease transactions contemplated under the CSA Building Asset Lease Agreement shall be aggregated with the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework Agreement. Save as disclosed above, there are no other transactions which should be aggregated with the transactions contemplated under the CSA Building Asset Lease Agreement under Rules 14.22 and 14A.81 Rule 14A.13(3) of the Listing Rules. Pursuant to the Listing Rules, as the applicable percentage ratios (other than the profits ratio) for the CSA Building Asset Lease Agreement (after aggregation with the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% and less than 5%As such, the transactions contemplated under the CSA Building Asset Lease 2019 Loan Agreement are only subject to (as amended or supplemented by the reporting, announcement and annual review requirements and exempt from 2020 Supplemental Loan Agreement) constitutes continuing connected transaction for the independent shareholders’ approval requirement Company under Chapter 14A of the Listing Rules. Among the seven Directors, three connected Directors, Xx. Xxxx Xxxxx XxxxAccordingly, Xx. Xxx Xxx Xxxx and Xxxxx (the younger brother of Xx. Xxxxx Xx XxxxXxx Xxxxxxxx), were an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting in respect of on the resolution to approve the CSA Building Asset Lease Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the board resolutions approving the CSA Building Asset Lease 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2020 Supplemental Loan Agreement exceeds 5%, the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Annual Caps exceed 25% but all of which are below 100%, the Loan constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and are therefore subject to reporting, announcement and shareholders’ approval requirements pursuant to Rule 14.33 of the Listing Rules. Xx. Xxx Xxxxxxxx, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2019 Loan Agreement (as amended or supplemented by the 2020 Supplemental Loan Agreement) will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save for Xx. Xxx Xxxxxxxx and his associates, no Shareholder (or its associates) has any material interest in the transactions contemplated under the 2020 Supplemental Loan Agreement.

IMPLICATIONS UNDER THE LISTING RULES. CSAHC As at the date of this announcement, CSSC is the an indirect controlling shareholder of the Company, directly Company and indirectly holding approximately 50.59% equity interest in the Company as of the date hereof, and is therefore a connected person of the Company under the Listing Rules. GSAC CSSC Finance is a wholly-owned subsidiary of CSAHC, thus it the CSSC Group and therefore CSSC Finance is a connected person of the Company under Company. Accordingly, the Listing Rules. The transactions contemplated under the CSA Building Asset Lease 2023 Financial Services Framework Agreement constitute continuing connected transactions for under Chapter 14A of the Company under the Hong Kong Listing Rules. Pursuant to the Hong Kong Listing Rules, CSSC Finance is a connected person of the lease transactions contemplated under the CSA Building Asset Lease Agreement shall be aggregated with the previous land lease transactions and property lease transactions contemplated under the Property and Land Lease Framework AgreementCompany. Save as disclosed aboveTherefore, there are no other transactions which should be aggregated with the transactions contemplated under between the CSA Building Asset Lease Agreement under Rules 14.22 Group and 14A.81 of CSSC Finance constitute connected transactions for the Listing RulesCompany. Pursuant to Rule 14.07 of the Hong Kong Listing Rules, as one or more of the applicable percentage ratios (other than the profits ratio) for the CSA Building Asset Lease Agreement (after aggregation with the Property and Land Lease Framework Agreement as disclosed above) are on an annual basis exceeding 0.1% for the Proposed Annual Caps for the continuing connected transactions under the 2023 Financial Services Framework Agreement (save for the provision of the loans, other and less than financial and credit services by CSSC Finance to the Group) exceed 5%, the continuing connected transactions (save for the provision of the loans, other and financial and credit services by CSSC Finance to the Group) contemplated under the CSA Building Asset Lease 2023 Financial Services Framework Agreement constitute non-exempt continuing connected transactions of the Company that are only subject to the reporting, announcement and annual review Independent Shareholders’ approval requirements under Xxxxxxx 00X xx xxx Xxxx Xxxx Listing Rules. The provision of the loans, other and financial and credit services by CSSC Finance to the Group pursuant to 2023 Financial Services Framework Agreement constitutes financial assistance received by the Group from a connected person. As (i) the provision of abovementioned services is to be provided to the Group on normal commercial terms that are comparable to or more favourable than those offered by Independent Third Parties for similar services in the PRC; and (ii) no security over the assets of the Group is granted in respect of such financial services, pursuant to Rule 14A.90 of the Hong Kong Listing Rules, the provision of the loans, other and financial and credit services by CSSC Finance to the Group pursuant to 2023 Financial Services Framework Agreement is exempt from the independent shareholdersreporting, announcement and Independent Shareholders’ approval requirement requirements under Rule 14A of the Hong Kong Listing Rules. Among As one or more of the seven Directorsapplicable percentage ratios calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules exceeds 25% but less than 100% for each of the maximum outstanding daily balance of the relevant Deposits and the maximum outstanding daily balance of the forward settlement and sale of foreign exchange under the 2023 Framework Agreement, three the Proposed Annual Caps for each of the maximum outstanding daily balance of the relevant Deposits and the maximum outstanding daily balance of the forward settlement and sale of foreign exchange under the 2023 Framework Agreement constitute the non-exempt continuing connected Directorstransactions and major transaction of the Company that are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Xxxxxxx 00X xx xxx Xxxx Xxxx Listing Rules and the relevant major transaction requirements under Chapter 14 of the Hong Kong Listing Rules. China Shipbuilding Group and its associates (together holding 827,278,590 Shares of the Company, representing 58.52% of the issued Shares of the Company, as at the date of this announcement) will abstain from voting in relation to the resolution in respect of the terms and Proposed Annual Caps of the transactions contemplated under the 2023 Financial Services Framework Agreement at the forthcoming EGM. Since each of Xx. Xxxx Xxxxxxxxx, Mr. Xxxx Xxxxxx, Xx. Xxxxx Xxxxxxx, Mr. Xxxx Xxxxx XxxxXx, Xx. Xxx Xxx Xx Xxxx and Xx. Xxxxx Xx XxxxXxx Xxxxxxxx holds managerial positions at the CSSC Group and/or its associates, were required in accordance with the Company’s internal control policy on connected transactions, they had abstained from voting on relevant Board resolutions to approve (among others) the entering into of the 2023 Financial Services Framework Agreement, the terms and Proposed Annual Caps of the transactions contemplated under the 2023 Financial Services Framework Agreement. Save for the above, to the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, (i) none of the Shareholders has a material interest in the resolution to be proposed at the EGM and will abstain from voting at the EGM, and (ii) none of the Shareholders has a material interest in the transactions in relation to the terms and Proposed Annual Caps of the Continuing Connected Transaction contemplated under the 2023 Financial Services Framework Agreement and have to abstain from voting in respect of on the resolution to approve the CSA Building Asset Lease Agreement. All the remaining four Directors who were entitled to vote, unanimously approved the resolutions approving the CSA Building Asset Lease AgreementBoard resolution.