Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and

LISTING RULES IMPLICATIONS. NWD As at the date of the Master Services Agreement, Mr. Xxx is a non-executive Director, the Chairman of the Board and the controlling shareholder of NWDS the Company and hence he beneficially owns the entire interests in GIAL. Pursuant to the Listing Rules, Mr. Xxx is therefore a connected person of NWDS. NWD the Company and GIAL is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD Mr. Xxx and is also therefore an associate of a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS Financial Services contemplated under the Listing Rules. Therefore, the Continuing Connected Transactions Master Services Agreement constitute continuing connected transactions of NWDS under Chapter 14A of for the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one of the relevant percentage ratios calculated pursuant to (other than profits ratio) as defined in Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 14A.10 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less Continuing Connected Transactions is more than 2.5%% on an annual basis and each of the aggregated Annual Caps for the period from 1 January 2009 to 30 June 2010 and the two financial years ending 30 June 2012 is more than HK$10 million, the Master Concessionaire Counter Agreement is Continuing Connected Transactions are subject to the reporting reporting, announcement and announcement requirements but is exempt from the independent shareholdersIndependent Shareholders’ approval requirement under requirements pursuant to Rule 14A.34 of the Listing Rules so far as NWD Rules. Given that Mr. Xxx is concerned. NWDS will convene a connected person of the EGM for the purpose of seeking approval from the Independent Shareholders on Company and is interested in the Continuing Connected Transactions, Mr. Xxx and his associates will abstain from voting at the CCT AgreementsSGM for approving the Master Services Agreement, the Continuing Connected Transactions and the Annual Caps. The Independent Board Committee will be comprising the independent non-executive Directors namely Messrs. Tso Hon Sai, Bosco, Xxxx Xxx Xxxx and Xxx Xxx Xxx, Xxxxxxx has been established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether in respect of the terms of the Master Services Agreement, the Continuing Connected Transactions, the CCT Agreements Transactions and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholeCaps. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Master Services Agreement, the Continuing Connected Transactions and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in this regardthe interests of the Company and the Shareholders as a whole. A circular None of NWDS containing, amongst others, further information on (i) the members of the Independent Board Committee has a material interest in the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD Angang Group Company indirectly holds, through Angang Holding, an approximate 67.29% equity interest in the Company and hence, is the ultimate controlling shareholder of NWDS the Company and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH Company as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD defined under Chapter 14A of the Listing Rules. As an ultimate subsidiary of Angang Group Company, Pangang Vanadium & Titanium is a connected person of the relevant percentage ratios calculated Company as defined under Chapter 14A of Listing Rules. As such, the transactions contemplated under the Supply of Materials and Services Agreement and the Supply of Raw Materials Agreement constitute continuing connected transactions of the Company. As the proposed transactions under the Supply of Raw Materials Agreement concern the supply of raw materials, it is similar in nature with certain transactions under the Supply of Materials and Services Agreement, and therefore they are aggregated pursuant to Rule 14.07 14A.81 of the Listing Rules in respect Rules. Based on the applicable percentage ratios, the proposed annual monetary caps for transactions contemplated under the Supply of each Materials and Services Agreement and the Supply of Raw Materials Agreement (as aggregated with the Continuing Connected Transactions Supply of Materials and Services Agreement) constitute non-exempt continuing connected transactions that are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect Rules. Xx. Xxx Xxx, a Director of the Master Concessionaire Counter Company who also holds the position of vice- general manager of Angang Group Company, is considered to have a material interest in the transactions under the Supply of Materials and Services Agreement are less than 2.5%, and the Master Concessionaire Counter Supply of Raw Materials Agreement is subject due to his senior management position in Angang Group Company. He has abstained from voting on the resolutions in relation to the reporting Supply of Materials and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, Services Agreement and the Annual CapsSupply of Raw Materials Agreement proposed to the Board. The Independent Board Committee will be established to consider the terms Save as disclosed above, none of the Continuing Connected Transactions, Directors attended the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are Board meeting has a material interest in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andaforementioned agreements.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a The Relevant Directors are connected person of NWDS. NWD is interested in approximately 57% persons of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members As certain relatives of the CTF Jewellery Group Relevant Directors who are associates persons referred to in Rule 14A.11(4)(c)(i) of CTFthe Listing Rules together exercise or control the exercise of more than 50% of the voting power at general meetings or control the composition of a majority of the board of directors of each of the Xxx Xxxxxx Minority Shareholders, which in turn each of the Xxx Xxxxxx Minority Shareholders is an associate of the Relevant Directors within the meaning of Rule 14A.11(4)(c)(ii) of the Listing Rules and each of them is thus a connected person of the Company. As the Xxx Xxxxxx Minority Shareholders are together entitled to exercise more than 10% of the voting power at general meetings of Xxx Xxxxxx, Xxx Xxxxxx being a non wholly- owned subsidiary of the Company is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members connected person of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. Therefore, The Existing Tenancies and the Continuing Connected Transactions Leasing Arrangements contemplated under the Master Leasing Agreement therefore constitute continuing connected transactions of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary In light that the Xxx Xxxxxx Minority Shareholders are associates of NWD the Relevant Directors as set out above, all the Relevant Directors have abstained from voting on the resolutions proposed at the board meeting of the Company to approve the Master Leasing Agreement and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under thereunder and the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing RulesAnnual Caps. As the relevant aggregate annual consideration payable by the Company in respect of the Existing Tenancies exceeds HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more is less than 2.55%, each of the Continuing Connected Transactions is Existing Tenancies are only subject to the reporting, annual review and announcement and requirements but are exempted from the independent shareholders’ approval requirements requirement under the Listing Rules so far as NWDS is concernedRules. In view As certain of the interests of NWD and CTF in Annual Caps payable by the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting Group in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of Leasing Arrangements contemplated under the Master Concessionaire Counter Leasing Agreement are more than exceed HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are is less than 2.55%, the Master Concessionaire Counter Leasing Agreement is and the Leasing Arrangements contemplated thereunder are also only subject to the reporting reporting, annual review and announcement requirements but is exempt are exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is As at the controlling shareholder date of NWDS and hence a connected person of NWDS. NWD this announcement, CE Hong Kong is interested in approximately 5749.74% of the total issued share capital of NWSH the Company and is a controlling shareholder of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement and NWSH announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of NWD CE Hong Kong, is also a connected person of NWDS under the Company pursuant to the Listing Rules. Members Accordingly, each of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members entry of the CTF Jewellery Group are also connected persons of NWD Supplemental Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A payment of the Listing Rules. Since NWDS is Use of Capital Fee constitutes a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, connected transaction for the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of accordance with the Listing Rules in respect of the Master Concessionaire Counter Agreement Use of Capital Fee payable by Pioneer Act to the JV Partner is more than 0.1% but all of them are less than 2.55%, the Master Concessionaire Counter Supplemental Agreement is and the payment of the Use of Capital Fee are subject to the reporting and announcement requirements requirements, but is are exempt from the independent shareholdersShareholders’ approval requirement requirements, under Chapter 14A of the Listing Rules. None of the Directors have a material interest in the Supplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, Xx. Xxx Xxxxx (being a Director of the Company and a director of CE Hong Kong) had abstained from voting on the relevant Board resolution approving the Supplemental Agreement and the transactions contemplated thereunder. INFORMATION ON THE COMPANY AND THE PARTIES Information on Pioneer Act Pioneer Act is a company incorporated under the Listing Rules so far as NWD laws of the British Virgin Islands with limited liability. It engages in the business of investment holding and is concerneda wholly owned subsidiary of the Company. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders Information on the Continuing Connected TransactionsGroup The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing. Information on the JV Partner The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as at the date hereof and is principally engaged in investment holding. CE Group is a joint stock company incorporated under the laws of the PRC and an indirect controlling shareholder of the Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. INFORMATION ON THE JOINT VENTURE Information on the Joint Venture The Joint Venture is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders Joint Venture is owned as to whether approximately 16.67% by Pioneer Act and 83.33% by the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andJV Partner.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFannouncement, which in turn COFCO is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members the Company interested in approximately 29.10% of the CTF Jewellery Group total issued share capital of the Company, therefore COFCO together with COFCO Finance which is a subsidiary of COFCO are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Company pursuant to Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD The transactions between the Group and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also such parties constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2021 Partially-Exempt Agreements are less than 5%, the 2021 Partially-Exempt Agreements (including their respective annual caps) are subject to reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirements, under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2021 Mutual Supply Agreement and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement exceed(s) 5%, the 2021 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement will be subject to, among other things, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios for the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement are higher than 5% but lower than 25%, the Deposit Services (including Proposed Deposit Cap) contemplated under the 2021 Financial Services Agreement also constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules. Notwithstanding that the applicable percentage ratios for the proposed annual caps of the transactions contemplated under the 2021 Mutual Supply Agreement exceed 5%, pursuant to Rule 14.04(1)(g) of the Listing Rules, the transactions contemplated under the 2021 Mutual Supply Agreement do not constitute notifiable transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. Since the Loan Services are on normal commercial terms (or better commercial terms to the Group) where no security over the assets of the Group will be granted in respect of each of the Continuing Connected Transactions financial assistance given by COFCO Finance, the Loan Services are more than 2.5%, each of the Continuing Connected Transactions is subject to exempt from the reporting, announcement and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view pursuant to Rule 14A.90 of the interests Listing Rules. As each of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting applicable percentage ratios in respect of the resolutions to be proposed at handling fees and other services fees in connection with the EGM to approve the Continuing Connected Transactions, the CCT Agreements Entrustment Loan Services and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are Other Financial Services is on an annual basis less than 2.50.1%, the Master Concessionaire Counter Agreement is subject to Entrustment Loan Services and the reporting and announcement requirements but is Other Financial Services are exempt from the independent shareholdersreporting, announcement, annual review and the Independent Shareholders’ approval requirement requirements under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD CTFJ is interested in approximately 57% a fellow subsidiary of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, CTFE which in turn is a substantial shareholder of NWD, . CTFJ is therefore a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons person of NWD and also considered to be a connected person of NWDS under and the Listing Rules. Therefore, relevant Sales Transactions and the Continuing Connected Concessionaire Transactions constitute continuing connected transactions of each of NWD and NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which CTFH is a substantial shareholder of NWD, the transactions contemplated under the Master CTFJ. Each of NWD and NWDS is an associate of CTFH and therefore a connected person of CTFJ. The relevant Sales Transactions and Concessionaire Counter Agreement Transactions also constitute continuing connected transactions of NWD CTFJ under Chapter 14A of the Listing Rules. As all the relevant percentage ratios calculated pursuant to (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the Sales Transactions are less than 5% for each of NWD and CTFJ and each of the Continuing Connected Sales Annual Caps exceeds HK$1,000,000, the Master Sales Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules for each of NWD and CTFJ. As one of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions and more than one of the relevant percentage ratios of the Concessionaire Transactions are more than 2.5%, 5% so far as NWDS is concerned and each of the Continuing Connected Transactions is NWDS Sales Annual Caps and the NWDS Concessionaire Annual Caps exceeds HK$10,000,000, the Master Sales Agreement and the renewal of the Master Concessionaire Counter Agreement are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Capsfor NWDS. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but all the relevant percentage ratios calculated pursuant to (as defined under Rule 14.07 of the Listing Rules in respect Rules) of the Master Concessionaire Counter Agreement Transactions are less than 2.5%5% so far as each of NWD and CTFJ is concerned and each of the NWD Concessionaire Annual Caps and the CTFJ Concessionaire Annual Caps exceeds HK$1,000,000, the renewal of the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as for each of NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andCTFJ.

LISTING RULES IMPLICATIONS. NWD As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of each of the (i) Xxxxxxxx Xxxxxxxx Reverse Factoring Agreement, and (ii) Funing Fuhai Reverse Factoring Agreement respectively is more than 25% but less than 100%, the controlling shareholder entering into of NWDS the Reverse Factoring Agreements constitutes major transactions respectively for the Company under Chapter 14 of the Listing Rules and hence is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Reverse Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Reverse Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD As (i) the ultimate beneficial owner of both Xxxxxx Xxxxxxxxx and Gaoxin is the controlling shareholder same i.e. Yancheng City Dafeng District People’s Government（ 鹽城市大豐區人民政府）; and (ii) the transactions contemplated under the Reverse Factoring Agreements were completed within a 12-month period, the transaction contemplated under the Gaoxin Reverse Factoring Agreement and Gaoxin Supplemental Reverse Factoring Agreement is required to be aggregated with the transaction under the Dafeng Reverse Factoring Agreement pursuant to Rule 14.22 of NWDS the Listing Rules. As the highest applicable percentage ratio as calculated under Rule 14.07 of Listing Rules in relation to the Reverse Factoring Agreements is more than 25% but less than 100%, the entering into the Reverse Factoring Agreements constitutes a major transaction for the Company under the Listing Rules and hence is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Reverse Factoring Agreements and the transactions contemplated thereunder; and (ii) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Reverse Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary A circular containing, among other things, details of NWD the Reverse Factoring Agreements and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated other information as required under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant , is expected to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject be despatched to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 2 August 2023.

LISTING RULES IMPLICATIONS. NWD Longsheng is held as to 51% by PPI, a wholly-owned subsidiary of the controlling Company, and 49% by Anbo. Anbo is a limited liability company incorporated in the PRC and is engaged in the sales of wiring, electrical and automotive and other plastic and metal products. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, except for being a substantial shareholder of NWDS Longsheng and hence except the fact that the sole beneficial owner of Anbo, Xx. Xxx Xxxxxxxxx is also a director of Longsheng, Anbo is not a connected person of NWDSany Directors, chief executive or substantial Shareholders, or any of their respective associates. NWD Based on the foregoing, Longsheng is interested in approximately 57% of the issued share capital of NWSH considered as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS the Company under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFCustom Accessories is held as to approximately 50% by Xx. Xxxxxx and his wife, which in turn approximately 48% by Mr. Xxxxxxx and his family members and approximately 2% by an Independent Third Party. Xx. Xxxxxx is a substantial shareholder of NWDShareholder and an executive Director and Mr. Xxxxxxx is an executive Director, each being a controlling shareholder of NWDS. Accordingly, members connected person of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. ThereforeAs such, Custom Accessories is a connected person of the Company under the Listing Rules by virtue of it being an associate of the said persons. Accordingly, the Continuing Connected Transactions transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement constitute continuing connected transactions of NWDS the Company under the Listing Rules. There is no relationship between Longsheng and Custom Accessories which may trigger aggregation of the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement respectively for the purpose of the Listing Rules. As it is expected that the respective annual sales amount under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement will be unlikely to exceed HK$10,000,000 and each of the respective relevant percentage ratios (as defined in the Listing Rules) other than profits ratio (as defined in the Listing Rules) will be less than 25%, the transactions contemplated under the Longsheng Sales Agreement and the Custom Accessories Sales Agreement constitute continuing connected transactions for the Company and are exempt from the independent Shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the above continuing connected transactions will be included in the annual report and accounts of the Company for the year ending 31 December 2008 pursuant to Rule 14A.45 of the Listing Rules. The Company will re-comply with the relevant requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, Rules if the transactions contemplated annual sales amount under the Master Concessionaire Counter Longsheng Sales Agreement also constitute continuing connected transactions and the Custom Accessories Sales Agreement exceed HK$10,000,000 or any of NWD under Chapter 14A of the respective relevant percentage ratios (as defined in the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of ) other than profits ratio (as defined in the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee Rules) will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and25% or more.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, DWCM Group is an indirect holding company of the Company. DWCM Group is in turn controlled by Dalian Xxxxx Group which is in turn controlled by Xx. Xxxx Xxxxxxx. DWCM Group and NWSH being an associate Dalian Xxxxx Group as controlling shareholders of NWD the Company are connected persons of the Company under the Listing Rules. Since Guilin Xxxxx and Zhuhai Xxxxx are respectively non-wholly-owned subsidiaries of DWCM Group, each of Guilin Xxxxx and Zhuhai Xxxxx is also a connected person of NWDS the Company under the Listing Rules. Members Accordingly, (i) the transactions contemplated under the New Carpark Tenancy Agreement entered into by the Guilin Project Company with Guilin Xxxxx; and (ii) the transactions contemplated under the New Entrusted Management Agreement entered into between the Guilin Project Company with Guilin Xxxxx and Zhuhai Xxxxx constitute continuing connected transactions of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS Company under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A Pursuant to Rule 14A.81 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter New Carpark Tenancy Agreement also constitute continuing connected transactions and the Existing Tenancy Agreements shall be aggregated. As one or more applicable percentage ratios (as defined under the Listing Rules) (other than the profits ratio) in respect of NWD the highest annual cap of the New Carpark Tenancy Agreement (on its own and when aggregated with the annual caps of the Existing Tenancy Agreements) exceed 0.1% but are below 5%, the New Carpark Tenancy Agreement is subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant one or more applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements (as defined under the Listing Rules so far as NWDS is concerned. In view of Rules) (other than the interests of NWD and CTF profits ratio) in relation to the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of highest annual cap for the resolutions to be proposed at transactions contemplated under the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter New Entrusted Management Agreement exceed 0.1% but are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5below 5%, the Master Concessionaire Counter New Entrusted Management Agreement is subject to the reporting and announcement requirements requirements, but is are exempt from the circular and independent shareholdersShareholders’ approval requirement requirements under Chapter 14A of the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a The Relevant Directors are connected person of NWDS. NWD is interested in approximately 57% persons of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members As certain relatives of the CTF Jewellery Group Relevant Directors who are associates of CTF, which persons referred to in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A Rule 14A.11(4)(c)(i) of the Listing Rules. Since NWDS is Rules together exercise or control the exercise of more than 50% of the voting power at general meetings or control the composition of a subsidiary majority of NWD and CTF Jewellery the board of directors of each of the Xxx Xxxxxx Minority Shareholders, each of the Xxx Xxxxxx Minority Shareholders is an associate of CTF which the Relevant Directors within the meaning of Rule 14A.11(4)(c)(ii) of the Listing Rules and each of them is thus a substantial shareholder connected person of NWD, the transactions contemplated Company under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant Xxx Xxxxxx Minority Shareholders are together entitled to exercise more than 10% of the voting power at general meetings of Xxx Xxxxxx, Xxx Xxxxxx being a non wholly-owned subsidiary of the Company is a connected person of the Company under the Listing Rules. The Leasing Arrangements contemplated under the New Master Leasing Agreement therefore constitute continuing connected transactions of the Company under the Listing Rules. In light that the Xxx Xxxxxx Minority Shareholders are associates of the Relevant Directors as set out above, all the Relevant Directors have abstained from voting on the board resolution to approve the New Master Leasing Agreement and the transactions contemplated thereunder and the Annual Caps. As the Annual Caps payable by the Group in respect of the Leasing Arrangements contemplated under the New Master Leasing Agreement exceeds HK$1,000,000 but the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are is more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is New Master Leasing Agreement and the Leasing Arrangements contemplated thereunder are only subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting annual review and announcement requirements but is exempt are exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% The HHD Master Agreement As one or more of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the provision of the HHD Guarantee Amount under the HHD Master Concessionaire Counter Agreement are more than 5% but all are less than 2.525%, it has constituted a discloseable transaction for the Master Concessionaire Counter Agreement Company and is subject to the reporting and announcement requirements but is exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14 of the Listing Rules. The CCT Master Agreement As at the date of this announcement, Xx. Xxx is a Director and the controlling shareholder of the Company. The Purchasers are the daughters of Xx. Xxx and wholly own Lingjia New Material. Therefore, Xx. Xxx, the Purchasers and Lingjia New Material, being the CCT Counter Guarantors, are connected persons of the Company under the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules so far as NWD for the Annual Caps under the CCT Master Agreement, on an annual basis, are higher than 5%, it constitutes a non-exempt continuing connected transaction for the Company and is concernedsubject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. NWDS As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to the Annual Caps under the CCT Master Agreement, on an annual basis, exceed 25% but all are less than 75%, it also constitutes a major transaction for the Company and is subject to reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for Xx. Xxx, no Shareholder has any material interest in the CCT Master Agreement and the transactions contemplated thereunder. Xx. Xxx and his associates will convene abstain from voting at the EGM to be convened to consider, and if thought fit, to approve the CCT Master Agreement and the transactions contemplated thereunder. Save for the purpose of seeking approval foregoing, no other Shareholders will be required to abstain from the Independent Shareholders voting on the Continuing Connected Transactions, resolution(s) in respect of the CCT Agreements, Master Agreement and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactionstransactions contemplated thereunder, the CCT Agreements and including the Annual Caps, and to advise at the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andEGM.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to under Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are amount of the Loan granted to Customer B is less than 2.55%, the Master Concessionaire Counter grant of the Loan does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Notwithstanding the above, as (i) Customer B is the spouse of Merchant C (one of the ultimate beneficial owners of Customer A) and sister-in-law of both Merchant A and Merchant B (both being two of the ultimate beneficial owners of Customer A); and (ii) the Loan Agreement and the Existing Loan Agreement were entered into within a 12-month period, the transactions contemplated under the Loan Agreement and the Existing Loan Agreement are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of the Loan and the Existing Loan exceeds 5% but is less than 25%, the grant of the Loan and the Existing Loan in aggregate constitutes discloseable transactions of the Company and is subject to the reporting notification and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14 of the Listing Rules so far as NWD is concernedRules. NWDS will convene Pursuant to Rule 14.58(2) of the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected TransactionsListing Rules, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms identities of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and Customers are required to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a wholebe disclosed. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on Since (i) the Continuing Connected Transactions, granting of the CCT Agreements and Loan (which have been aggregated with the Annual CapsExisting Loan) are not regarded as a material transaction of the Company as compared to the Company’s overall financial position; (ii) a letter of recommendation from the Independent Board Committee Company has practical difficulties in complying with the aforesaid disclosure requirement as the Customers have confirmed to the Independent ShareholdersGroup that they will not consent to the disclosure of their identities in this announcement; (iii) a letter the disclosure of advice from the independent identities of the Customers does not reflect their financial adviser standing or repayment abilities and thus will serve little purpose in assisting the Shareholders to evaluate their creditworthiness and the risks and exposure of the Loan and the Existing Loan; and (iv) the Company has made alternative disclosures in respect of the Loan and the Existing Loan in this announcement, including but not limited to the Independent Board Committee; anddetails of the collateral and the loan-to-value ratio of the collateral in respect of the Loan and the Existing Loan, which would be much more meaningful for the Shareholders in assessing the risk and exposure of the Loan and the Existing Loan as well as the repayment abilities of the Customers, the Company has applied to the Stock Exchange, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.58(2) of the Listing Rules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder The relevant percentage ratios in respect of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% each of the issued share capital annual amounts (i) payable by (a) SCHK to Xxxx Xxxx under the Xxxx Xxxx Tenancy Agreement, and by SCA to Ambadell under the Ambadell Lease Agreement collectively (they are aggregated due to the counterparties to these transactions being associated with each other and the nature of NWSH as at the date of this transactions being similar); (b) SCA to Ambadell under the Ambadell Services Agreement; (c) the GENHK Group to the 3rd Valley Group under the 3rd Valley Services Agreement; and (ii) receivable by the GENHK Group from the 3rd Valley Group under the GHK Services Agreement, are under 0.1% and are de minimis transactions fully exempted from reporting, annual review, announcement and NWSH being an associate of NWD independent shareholders’ approval requirements. As disclosed above, it is also a connected person of NWDS under anticipated that when the Listing Rules. Members Annual Caps of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members Existing CCTs aggregate with the Annual Caps of the CTF Jewellery 2017 Services Agreements, some or all of the relevant percentage ratios in respect of each of (i) the total annual amounts payable by (a) the GENHK Group are also connected persons of NWD and NWDS under the Listing Rules. Thereforeto GMC, the Continuing Connected Transactions constitute GENM Group, the GENS Group and the 3rd Valley Group; (b) SCHK to Xxxx Xxxx; and (c) SCA to Ambadell; and (ii) the total annual amounts receivable by the GENHK Group from the GENS Group, the GENM Group and the 3rd Valley Group in relation to the continuing connected transactions contemplated under the 2017 Services Agreements and the Existing CCTs Agreements will exceed 0.1% but all of NWDS them, both individually and in aggregate, will be less than 5%, and accordingly such transactions will be subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, In the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A event that any Annual Cap of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 Existing CCTs or Annual Cap of the Listing Rules 2017 Services Agreements is exceeded or any of the 2017 Services Agreements and Existing CCTs Agreements is further renewed or materially varied in respect of each of the Continuing Connected Transactions are more than 2.5%terms thereof, each of the Continuing Connected Transactions is subject to Company will comply with the reporting, annual review, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%Rules, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andwhere applicable.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% As one or more of the issued share capital applicable Percentage Ratios (as defined under Rule 14.07 of NWSH as the Listing Rules) for the Acquisition are more than 5% but less than 25%, the Acquisition contemplated under the Equity Transfer Agreement constitutes a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement announcement, the Vendor (together with its associates) are interested in 185,616,600 Domestic Shares in the Company, representing approximately 42.95% of the Company’s entire issued share capital, and NWSH being an associate of NWD hence is a Controlling Shareholder. Furthermore, the Vendor is also an executive Director and the chairman of the Board. As such, pursuant to Chapter 14A of the Listing Rules, the Vendor is a connected person of NWDS the Company, and the Acquisition contemplated under the Listing Rules. Members Equity Transfer Agreement constitutes a connected transaction of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF , which is a substantial shareholder of NWDsubject to the reporting, announcement, circular, independent financial advice and the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules. As The Vendor, being an executive Director and the relevant percentage ratios calculated pursuant to Rule 14.07 chairman of the Board, has abstained from voting in the Board meeting approving the Equity Transfer Agreement and the transactions contemplated thereunder in accordance with the Listing Rules in respect of each Rules. Except the aforesaid, none of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF Directors has any material interest in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abovementioned transactions nor any of them is required to abstain from voting in respect on the Board resolutions approving the Equity Transfer Agreement. To the best of the resolutions Directors’ knowledge, information and belief after having made all reasonable enquiries, except for the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder has a material interest in the Acquisition contemplated under the Equity Transfer Agreement to be proposed at the EGM SGM and accordingly, save and except the Vendor (Mr. Xxx Xxx) and his associates, no Shareholder and his/her/its associates are therefore required to approve abstain from voting on the Continuing Connected Transactionsrelevant resolution(s) to approve, amongst other things, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement Acquisition contemplated under the Listing Rules so far as NWD is concerned. NWDS will convene Equity Transfer Agreement to be proposed at the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual CapsSGM. The Independent Board Committee will be has been established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Capsconsider, and to advise the Independent Shareholders as to whether on the Continuing Connected Transactions, terms of the CCT Agreements Equity Transfer Agreement and the Annual Caps are in transactions contemplated thereunder. Sorrento Capital Limited has been appointed as the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed Independent Financial Adviser to advise make recommendations to the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter Independent Shareholders on the terms of recommendation from the Independent Board Committee to Equity Transfer Agreement and the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, XXXX is indirectly interested in 51% of the equity interest in the Company, hence a controlling shareholder of NWDS the Company and, accordingly, a connected person of the Company. As disclosed in the section headed “VIII. Information on the parties to the Capital Contribution Agreement” of this announcement, each of Weichai Power, Xxxxxxx Xxxxx, Shantui Investment and Zhongtong Bus is a subsidiary of SHIG and hence a connected person of NWDSthe Company. NWD Since the Target Company is interested in approximately 57% a subsidiary of SHIG, the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD Target Company is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under Capital Contribution to be made by Ji’nan Power to the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions Target Company contemplated under the Master Concessionaire Counter Capital Contribution Agreement also constitute continuing constitutes a connected transactions transaction of NWD the Company under Chapter 14A of the Listing Rules. As the relevant highest applicable percentage ratios ratio calculated pursuant to Rule 14.07 the Listing Rules for the Capital Contribution Agreement and the transactions contemplated thereunder is more than 0.1% but all applicable percentage ratios are less than 5%, the entering into of the Capital Contribution Agreement and the transactions contemplated thereunder is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules in respect of each but is exempt from the independent Shareholders’ approval requirement. Upon completion of the Continuing Connected Transactions are Capital Contribution pursuant to the Capital Contribution Agreement, the Target Company will become an indirect non-wholly owned subsidiary of the Company. As SHIG (being a controlling shareholder of the Company) will be indirectly interested in more than 2.5%, each 10% of the Continuing Connected Transactions is subject to total equity interest in the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view Target Company after completion of the interests of NWD and CTF in Capital Contribution, the relevant Continuing Connected Transactions, NWD, CTF and their associates Target Company will abstain from voting in respect become a connected subsidiary of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated Company pursuant to Rule 14.07 14A.16 of the Listing Rules, and therefore, the Company will comply with the applicable requirements under Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter transactions between the Group and the Target Group as well as between the Target Group and the connected person(s) of the Company. At the Board meeting approving the Capital Contribution Agreement are less than 2.5%and the transactions contemplated thereunder, Mr. Xxxx Xxxx and Xx. Xxxxx Xxx have abstained from voting in respect of the Master Concessionaire Counter resolution in view of their respective position(s) in the relevant connected person(s). Mr. Xxx Xxxxxxx, despite also being a Director interested in the relevant transaction given his position in the relevant connected person, did not attend the relevant Board meeting and did not vote in respect of the relevant resolution. Save as disclosed above, none of the Directors has a material interest in the Capital Contribution Agreement and the transactions contemplated thereunder. Shareholders and potential investors should note that the Capital Contribution, which is subject to a number of conditions precedent, may or may not be completed. Shareholders and potential investors are reminded to exercise caution when dealing in the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms shares of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andCompany.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, BII HK held 1,157,634,900 Shares, representing approximately 55.20% of the existing issued share capital of the Company. BII HK is the controlling a substantial shareholder of NWDS the Company and hence a connected person of NWDSthe Company. NWD BII is interested in approximately 57% the sole beneficial shareholder of the issued share capital of NWSH as at the date of this announcement BII HK and NWSH being an associate of NWD hence it is also a connected person of NWDS under the Listing RulesCompany. Members of BII directly holds the CTF Jewellery Group entire equity interests in BII Real Estate and BII Technical. Therefore, BII Real Estate and BII Technical are associates of CTFBII, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group and BII Real Estate and BII Technical are also therefore connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDAccordingly, the transactions contemplated under the Master Concessionaire Counter Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement also and the 2022 Property C Tenancy Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of NWD the Listing Rules, the transaction contemplated under the Property I Tenancy Agreement is required to be aggregated with the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, as such tenancy agreements were (i) continuing connected transactions entered into with a connected person; (ii) entered into by the Group with parties who are connected with one another; and (iii) such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transactions contemplated under the Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, on an aggregate basis, was more than 0.1% but less than 5%, such transactions contemplated on an aggregated basis are subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements transactions previously entered into under the Listing Rules so far as NWDS is concerned. In view of 2023 Property H Tenancy Agreement and the interests of NWD 2022 Property C Tenancy Agreement, on an aggregated basis, were less than 5% and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting annual caps in respect of the resolutions to be proposed at transactions contemplated under such tenancy agreements were less than HK$3 million, such transactions, on an aggregated basis, were fully exempted from the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 disclosure requirement under Chapter 14A of the Listing Rules in respect Rules. As at the date of this announcement, Xx. Xxxx Xxxx, a non-executive Director and the chairman of the Master Concessionaire Counter Agreement are less than 2.5%Board, is the Master Concessionaire Counter Agreement vice general manager of BII. Accordingly, Xx. Xxxx Xxxx is subject considered to have a material interest in the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement transactions contemplated under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose Property I Tenancy Agreement by virtue of seeking approval his management position held in BII, and had abstained from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant board resolution(s) approving the transactions contemplated under the Property I Tenancy Agreement. As at the date of the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, Xx. Xxxx Xxxx, a non-executive Director and the CCT Agreementschairman of the Board, was the vice general manager of BII, and Xx. Xxx Xxxxxx, a non-executive Director, was the Annual Caps. The Independent Board Committee will be established to consider the terms vice general manager of the Continuing Connected Transactionsinvestment and development department of BII. Accordingly, each of Xx. Xxxx Xxxx and Xx. Xxx Xxxxxx were considered to have a material interest in the CCT Agreements transactions contemplated under the 2023 Property H Tenancy Agreement and the Annual Caps2022 Property C Tenancy Agreement by virtue of their management positions held in BII respectively, and had abstained from voting on the relevant board resolution(s) approving the transactions contemplated under the abovementioned tenancy agreements. As at the date of this announcement, Xx. Xxx Xxxxxx did not hold a management position in BII, and thus was not considered to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are have a material interest in the interests of NWDS and transactions contemplated under the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andProperty I Tenancy Agreement.

LISTING RULES IMPLICATIONS. NWD As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of each of the (i) Xxxxxxxx Xxxxxxxx Reverse Factoring Agreement and (ii) Funing Fuhai Reverse Factoring Agreement respectively is more than 25% but less than 100%, the controlling shareholder entering into of NWDS the Reverse Factoring Agreements constitutes major transactions respectively for the Company under Chapter 14 of the Listing Rules and hence is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Reverse Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Reverse Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary A circular containing, among other things, details of NWD the Reverse Factoring Agreements and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated other information as required under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant , is expected to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject be despatched to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 9 October 2023.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% Since one or more of the issued share capital applicable percentage ratios (as defined under Rule 14.07 of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members ) in respect of the CTF Jewellery Group Building Contract exceed 25% but all such percentage ratios are associates of CTFless than 100%, which in turn is the Building Contract constitutes a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members major transaction of the CTF Jewellery Group are also connected persons of NWD Company and NWDS under is therefore subject to the Listing Rules. Thereforenotification, the Continuing Connected Transactions constitute continuing connected transactions of NWDS announcement and shareholders’ approval requirements under Chapter 14A 14 of the Listing Rules. Since NWDS no Shareholder is required to abstain from voting if the Company were to convene a subsidiary general meeting for the approval of NWD and CTF Jewellery is an associate the Building Contract, a written Shareholders’ approval (from a Shareholder or a closely allied group of CTF which is Shareholders who together hold more than 50% of the voting rights at that general meeting) may be accepted in lieu of holding a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A general meeting pursuant to Rule 14.44 of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 The Closely Allied Group, holding 176,765,228 Shares in aggregate representing approximately 57.84% of the Listing Rules total issued Shares and voting rights in respect the Company at the date of each this announcement, has given its written approval for the Building Contract. Accordingly, written approval from the Closely Allied Group will be accepted in lieu of holding a general meeting of the Continuing Connected Transactions are more than 2.5%, each Company for the approval of the Continuing Connected Transactions Building Contract. The breakdown of the Closely Allied Group’s direct shareholding in the Company is subject to as follows:- Shareholder Number of Shares % of the reportingCompany’s issued Share capital Xx. Xxx 1,789,901 0.59% Xxxxxx 131,897,487 43.16% HF Charitable Foundation 43,077,840 14.10% The Closely Allied Group would together be regarded as “acting in concert” for the purposes of the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, announcement given that Xxxxxx and independent shareholders’ approval requirements HF Charitable Foundation are companies controlled by the related trusts of Xx. Xxx. Xxxxxx is wholly owned by the trustee of The Xxx Foo Wah 1992 Trust, a discretionary trust of which Xx. Xxx is the Founder. HF Charitable Foundation is wholly owned by the trustee of High Fashion Trust, a discretionary trust of which Xx. Xxx is also the Founder. In addition, Xx. Xxx and his sons (Xx. Xxx Xxx Xx, Xxxx and Xx. Xxx Xxx Xx, Well) are directors of both Xxxxxx and HF Charitable Foundation. A circular containing, among other matters, further details of the Building Contract and other information as required under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions expected to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject despatched to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 12 July 2018.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, SHKP is a substantial Shareholder indirectly holding an aggregate of 1,719,427,500 Shares, representing approximately 73.65% of the entire issued share capital of the Company. As such, SHKP and NWSH being its associates are connected persons of the Company under the Listing Rules for so long as SHKP remains a substantial Shareholder. The Main Contractor is a wholly-owned subsidiary of SHKP and is therefore an associate of NWD is also SHKP and a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members the entering into of the CTF Jewellery Group are also Building Contract with the Main Contractor constitutes a connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A transaction of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one of the relevant applicable percentage ratios in respect of the Building Contract calculated pursuant to Rule 14.07 of the Listing Rules in respect of each exceeds 25% but all are less than 100%, the entering into of the Continuing Connected Transactions are more than 2.5%, each Building Contract constitutes (i) a major transaction of the Continuing Connected Transactions Company under Chapter 14 of the Listing Rules; and (ii) a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to the reporting, announcement and independent shareholdersthe Independent Shareholders’ approval Approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapters 14 and 14A of the Listing Rules respectively. Given that Messrs. Xxxx Xxxx-luen, Xxxxxxx, Xxxx Xxx-xxx, Xxxxx, Xxxx Xxx-xx, Xxxx and Xxxx Xxx-wang, Xxxxxxxxxxx are directors of both the Company and SHKP, they are regarded as materially interested in respect the Building Contract and they have therefore abstained from voting on the Board resolutions approving the Building Contract. As Xx. Xxxxxx Xxxx-xxx is a consultant of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject firm of solicitors which provides professional services to the reporting and announcement requirements but is exempt Company in relation to the Building Contract, he has also abstained from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders voting on the Continuing Connected TransactionsBoard resolutions approving the Building Contract to avoid potential conflicts of interests. Likewise, the CCT Agreementsas Messrs. Xxxxx Xxxxxx Xxxxxx, Xxx Hon-xxx, Xxxxxx and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected TransactionsXxxx Xxxx-xx, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are Xxxxxx hold certain posts in the interests SHKP Group, they have also abstained from voting on the Board resolutions approving the Building Contract to avoid potential conflicts of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andinterests.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, BII HK held 1,157,634,900 Shares, representing approximately 55.20% of the existing issued share capital of the Company. BII HK is the controlling a substantial shareholder of NWDS the Company and hence a connected person of NWDSthe Company. NWD BII is interested in approximately 57% the sole beneficial shareholder of the issued share capital of NWSH as at the date of this announcement BII HK and NWSH being an associate of NWD hence it is also a connected person of NWDS under the Listing RulesCompany. Members of BII directly holds the CTF Jewellery Group entire equity interests in BII Real Estate and BII Technical. Therefore, BII Real Estate and BII Technical are associates of CTFBII, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group and BII Real Estate and BII Technical are also therefore connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDAccordingly, the transactions contemplated under the Master Concessionaire Counter Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement also and the 2022 Property C Tenancy Agreement constitute continuing connected transactions for the Company under the Listing Rules. Pursuant to Rules 14A.81 to 14A.83 of NWD the Listing Rules, the transaction contemplated under the Property I Tenancy Agreement is required to be aggregated with the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, as such tenancy agreements were (i) continuing connected transactions entered into with a connected person; (ii) entered into by the Group with parties who are connected with one another; and (iii) such tenancy agreements were entered into or completed within a 12-month period. As the applicable percentage ratios of the transactions contemplated under the Property I Tenancy Agreement, the 2023 Property H Tenancy Agreement and the 2022 Property C Tenancy Agreement, on an aggregate basis, was more than 0.1% but less than 5%, such transactions contemplated on an aggregated basis are subject to the reporting, annual review and announcement requirements, but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements transactions previously entered into under the Listing Rules so far as NWDS is concerned. In view of 2023 Property H Tenancy Agreement and the interests of NWD 2022 Property C Tenancy Agreement, on an aggregated basis, were less than 5% and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting annual caps in respect of the resolutions to be proposed at transactions contemplated under such tenancy agreements were less than HK$3 million, such transactions, on an aggregated basis, were fully exempted from the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 disclosure requirement under Chapter 14A of the Listing Rules in respect Rules. THE PROPERTY I TENANCY AGREEMENT The Board is pleased to announce that on 9 October 2023 (after trading hours), BII- TTBJ (as tenant), an indirect wholly-owned subsidiary of the Master Concessionaire Counter Company, and BII Real Estate (as landlord) entered into the Property I Tenancy Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject in relation to the reporting and announcement requirements but is exempt leasing of Property I by BII-TTBJ from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM BII Real Estate for the purpose a term of seeking approval one year from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps1 June 2024 to 31 May 2025. The Independent Board Committee will be established to consider the principal terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders Property I Tenancy Agreement are as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on follows: Date: Parties: Transaction nature: 9 October 2023 (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andafter trading hours)

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% As one or more of the issued share capital applicable percentage ratios (as defined under the Listing Rules) in respect of NWSH the maximum amount of the CVT Guarantees under the Master Guarantee Agreement exceed 25%, the Master Guarantee Agreement and the transactions contemplated thereunder constitute a major transaction, which is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. (Note: the transactions contemplated herein is not an acquisition by the Company). In additional to the above, as at the date of this announcement announcement, the Relevant CVT Substantial Shareholders collectively hold more than 30% equity interests in Chengyu Vanadium, which is in turn the holding company of the Borrowers. Therefore, each of Chengyu Vanadium and NWSH being an associate of NWD the Borrowers is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As such, the relevant percentage ratios calculated pursuant to Rule 14.07 transactions contemplated under the Master Guarantee Agreement also constitute a continuing connected transaction of the Company under Chapter 14A of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions and is subject to the reporting, announcement announcement, circular and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject Rules. The IBC (comprising all independent non-executive Directors) has been established to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from advise the Independent Shareholders on the Continuing Connected Transactions, Master Guarantee Agreement (together with the CCT Agreements, Guarantee Annual Cap(s)) and the Annual Capstransactions contemplated thereunder. The Independent Board Committee will be established to consider IFA has been appointed as the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and independent financial adviser to advise the IBC and the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. An EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. As the Borrowers are ultimately controlled by the the Relevant CVT Substantial Shareholders, the Relevant CVT Substantial Shareholders, Trisonic International (through which the Relevant CVT Substantial Shareholders held the Shares), and their respective close associates are therefore required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the Master Guarantee Agreement (together with the Guarantee Annual Cap(s)) and the transactions contemplated thereunder. A circular of NWDS containing, amongst othersamong other things, (1) further information on details of the Master Guarantee Agreement; (i2) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee IBC to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and;

LISTING RULES IMPLICATIONS. NWD Each of Xxx Xxx Xxx and Xx. Xxx is the controlling an Executive Director, a substantial shareholder of NWDS and hence a connected person of NWDSthe Company. NWD Each of Xxx Xxx Xxx and Xx. Xxx is interested a beneficiary of a discretionary trust, whose trustee (in approximately 57its capacity as trustee of such discretionary trust) indirectly holds more than 30% of the issued share capital equity interests in GENT. Each of NWSH as at the date OPOL, OPL and WLL is a direct wholly-owned subsidiary of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFGENM, which in turn is a substantial shareholder subsidiary of NWD, a controlling shareholder of NWDSGENT. Accordingly, members each of OPOL (being a party to the CTF Jewellery Group are also connected persons Vessel Services Agreement), OPL (being a party to the Heads of NWD Agreement) and NWDS under WLL (being a party to the Listing RulesNew Collaboration Agreement and the 2019 Collaboration Agreement) is considered to be an associate of each of Xxx Xxx Xxx and Xx. Therefore, Xxx for the Continuing Connected Transactions constitute continuing connected transactions purposes of NWDS under Chapter 14A of the Listing Rules, and is therefore a connected person of the Company under the Listing Rules. Since NWDS is As a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDresult, the transactions contemplated under the Master Concessionaire Counter Vessel Services Agreement also and the New Collaboration Agreement constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As the all relevant percentage ratios calculated pursuant to Rule 14.07 of in accordance with the Listing Rules in respect of each the Vessel Services Agreement, the New Collaboration Agreement and the transactions contemplated thereunder, when aggregated with the Heads of Agreement and the Continuing Connected Transactions 2019 Collaboration Agreement, are more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is Vessel Services Agreement, the New Collaboration Agreement and the transactions contemplated thereunder are subject to the reporting, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In the event that any of the Annual Caps is exceeded or any of the Vessel Services Agreement and/or the New Collaboration Agreement is renewed or materially varied in respect of the terms thereof, the Company will re-comply with the reporting, announcement, circular and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules, where applicable. In view The Company confirms that, based on the Cayman Islands legal advice obtained by the Company, the Gaming Activities do not violate any applicable laws in the Cayman Islands. The Company has also been advised that the Gaming Activities do not contravene the Gambling Ordinance. Shareholders and potential investors of the interests of NWD and CTF in Company should note that, pursuant to Guidance Letter HKEX-GL71-14 issued by the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsStock Exchange, the CCT Agreements and Stock Exchange may direct the Annual Caps. As Company to take remedial actions and/or may suspend dealings in, or may cancel the Annual Caps in respect of listing of, the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated Company’s securities pursuant to Rule 14.07 6.01 of the Listing Rules in respect if the operation of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject Gaming Area fails to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are comply with applicable laws in the interests of NWDS and Cayman Islands and/or contravenes the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andGambling Ordinance.

LISTING RULES IMPLICATIONS. NWD Dolphin Products is a subsidiary of Melco and an associate of Xx. Xx, Xxxxxxxx Xxx Xxxx, who is the controlling Chairman and Non-executive Director and substantial shareholder of NWDS and hence a connected person of NWDSthe Company. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Xx. Xx holds a total of 391,712,464 Shares (representing approximately 26.37% of the total issued share capital of the Company), among which 20,000,000 Shares are held by him personally and NWSH being an associate of NWD 371,712,464 Shares are held through Quick Glitter Limited, a company wholly-owned by him. Accordingly, Dolphin Products is also a connected person of NWDS under the Listing Rules. Members of Company and the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD Supplemental Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under thereunder constitute a connected transaction on the Master Concessionaire Counter Agreement also constitute continuing connected transactions part of NWD the Company under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 Supplemental Agreement was entered into between Oriental Regent and Dolphin Products within 12 months after the signing of the Gaming Products Purchase Contract, the Company has aggregated the Aggregated Transactions and treated them as if they were one transaction in accordance with Chapter 14A of the Listing Rules in respect of each of Rules. As the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting highest applicable percentage ratio in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are Aggregated Transactions on an aggregated basis is more than HK$1,000,000 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.55%, the Master Concessionaire Counter Agreement is Aggregated Transactions are only subject to the reporting and announcement requirements but is are exempt from the circular (including independent financial advice) and independent shareholders’ approval requirement requirements under Chapter 14A of the Listing Rules so far as NWD Rules. Xx. Xx, Xxxxxxxx Xxx Xxxx, being a Director, is concerneda substantial shareholder of Melco (the ultimate holding company of Dolphin Products). NWDS will convene He was deemed to have a material interest in the EGM for the purpose of seeking approval Supplemental Agreement and abstained from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant board resolutions of the Company for considering and approving the Supplemental Agreement and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules. Save as disclosed above, to the best of the Directors’ knowledge and information, the CCT Agreementsremaining Directors had no material interest in the Supplemental Agreement and the transactions contemplated thereunder, and did not abstain from voting on the Annual Caps. The Independent Board Committee will be established to consider the terms relevant board resolutions of the Continuing Connected Transactions, Company considering and approving the CCT Agreements Supplemental Agreement and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Classic Winner and NWSH being an associate Xxxxxx Xxxxxxxxx are owned as to 50% and 50% by Xx. Xx Xxxxxx and Xx. Xx Xxxxx respectively, who are directors of NWD is also a connected person of NWDS under the Listing Rules. Members KEE Zhejiang and XXX Xxxxxxx and certain subsidiaries of the CTF Jewellery Group Company. Classic Winner and Nanhai Jinheming are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also therefore connected persons of NWD the Company at the subsidiary level. In accordance with HKFRS 16 applicable to the Company, as a result of the entering into the Second Lease Renewal Agreements, the Group shall recognise an additional asset representing its right to use the HK Property and NWDS the PRC Properties in the total amount of approximately HK$25.04 million. As such, the transactions under the Listing Rules. Therefore, the Continuing Connected Transactions Second Lease Renewal Agreements will be recognised as acquisitions of right-of-use assets which will constitute continuing one-off connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement transactions contemplated under the Second Lease Renewal Agreements in aggregate are more than 5% but are less than 2.525%, the Master Concessionaire Counter Agreement transactions contemplated under the Second Lease Renewal Agreements constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules, and is therefore subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concernedRules. NWDS will convene Given that (i) Classic Winner and Xxxxxx Xxxxxxxxx are connected persons at the EGM for subsidiary level; (ii) the purpose of seeking approval from Directors have approved the Independent Shareholders on Second Lease Renewal Agreements; and (iii) the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider independent non-executive Directors have confirmed that the terms of the Continuing Connected Transactions, the CCT Second Lease Renewal Agreements are fair and reasonable and the Annual Caps, transactions contemplated under the Second Lease Renewal Agreements are on normal commercial terms and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS the Company and the NWDS its Shareholders as a whole. An , the transactions contemplated under the Second Lease Renewal Agreements are subject to the reporting and announcement requirements, but are exempt from the circular, independent financial adviser will be appointed advice and independent Shareholders’ approval requirements pursuant to advise Chapter 14A of the Independent Board Committee Listing Rules. None of the Directors of the Company has material interest in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Second Lease Renewal Agreements and the Annual Caps; (ii) a letter transactions contemplated thereunder and hence no Director is required to abstain from voting on the relevant resolutions of recommendation from the Independent Board Committee to approving the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andsame.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder Project Development Agreements HIC and Denco are both non-wholly-owned subsidiaries of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFHNA Group, which in turn is a substantial shareholder the holding company of NWDHNA Finance I, a the controlling shareholder of NWDSthe Company. Accordingly, members HIC and Denco being associates of the CTF Jewellery Group HNA Finance I are also therefore connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is One or more of the applicable percentage ratios (other than the profits ratio) calculated in accordance with Chapter 14A of the Listing Rules in relation to the Connected Transactions (on an aggregate basis) are more than 5% but less than 25%. However, as the Connected Transactions are transactions of a subsidiary revenue nature in the ordinary and usual course of NWD and CTF Jewellery is an associate business of CTF which is a substantial shareholder of NWDthe Group, the Connected Transactions will not constitute notifiable transactions contemplated under Chapter 14 of the Master Concessionaire Counter Agreement also Listing Rules, but will constitute continuing connected transactions of NWD for the Company under Chapter 14A of the Listing Rules. As the relevant aggregated estimated Remuneration payable by the Owners to Gainful is more than HK$10,000,000, the Connected Transactions contemplated under each of the Project Development Agreements will therefore be subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. New Master Agreement Mr. Xxxxxx Xxxx is an executive Director. As such, Mr. Xxxxxx Xxxx and companies owned or controlled by Mr. Xxxxxx Xxxx as to 30% or more are connected persons of the Company pursuant to Chapter 14A of the Listing Rules. The transactions between members of the Group and members of the Xxxx Group under the New Master Agreement will therefore constitute continuing connected transactions for the Company. One or more of the applicable percentage ratios (other than the profits ratio) calculated pursuant to Rule 14.07 in accordance with Chapter 14A of the Listing Rules in respect of each of relation to the Annual Caps are more than 25% but less than 100%. However, as the Continuing Connected Transactions are more than 2.5%transactions of a revenue nature in the ordinary and usual course of business of the Group, each of the Continuing Connected Transactions is will not constitute notifiable transactions under Chapter 14 of the Listing Rules, but will constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules and will be subject to the reporting, announcement announcement, circular, annual review and independent shareholdersIndependent Shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andRules.

LISTING RULES IMPLICATIONS. NWD is TCL Corporation, the ultimate controlling shareholder Shareholder of NWDS and hence a connected person of NWDS. NWD is interested in the Company, currently holds approximately 5744.04% of the issued share capital of NWSH as at the date Company. Therefore, TCL Corporation and its Subsidiaries including TCL Mobile Communication are connected persons of this announcement and NWSH being an associate of NWD is also a connected person of NWDS the Company under the Listing Rules. Members As a result, the transactions contemplated under the Lease (2016) Agreement constitute continuing connected transactions for the Company pursuant to Chapter 14A of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. ThereforeAs for the Short-term Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to its annual caps do not exceed 5% and the total consideration is less than HK$3,000,000, the Continuing Connected Transactions constitute continuing connected transactions contemplated under the Short-term Lease (2016) Agreement are fully exempt from the disclosure requirements under Rule 14A.76(1)(c) of NWDS Chapter 14A of the Listing Rules. As for the Lease (2016) Agreement, since all of the applicable percentage ratios (other than the profits ratio) with reference to the Annual Caps of the Lease (2016) Agreement exceed 0.1% but all are less than 5%, the continuing connected transactions contemplated under the Lease (2016) Agreement are exempted from independent Shareholders’ approval requirement under Rule 14A.76(2)(a) but are subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Lease Agreements have been entered into between the same parties, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions contemplated thereunder will be aggregated as a series of NWD transactions pursuant to Rule 14A.81 of the Listing Rules. As the applicable percentage ratios (other than the profits ratio) in respect of the continuing connected transactions under the Lease Agreements exceed 0.1% but all are less than 5%, the aforesaid continuing connected transactions, on an aggregate basis, are exempted from independent Shareholders’ approval requirement under Rule 14A.76(2)(a) but is subject to reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. As Notwithstanding the relevant percentage ratios calculated respective roles and/or interest of certain Directors in TCL Corporation and its Subsidiaries, none of them is considered as having a material interest in the transaction contemplated under the Lease Agreements. Therefore, all Directors are entitled to vote pursuant to Rule 14.07 the Company’s bye-laws. GENERAL INFORMATION OF THE PARTIES The Company is an investment holding company incorporated in Bermuda with limited liability. The Group was principally engaged in manufacturing, trading and distribution of LCD monitors, TFT-LCD televisions, CRT monitors, as well as audio and video products immediately prior to the Suspension. TCL Communication and its Subsidiaries designs, manufactures and markets an expanding portfolio of mobile and internet products worldwide under two key brands – “Alcatel” and “TCL”. TCL Communication and its Subsidiaries’ portfolio of products is currently sold in the PRC and over 170 countries throughout the North America, Latin America, Europe, the Middle East, Africa and Asia Pacific, and operates its highly efficient manufacturing plants and research and development centres in various provinces of the Listing Rules PRC with its headquarters in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected TransactionsShenzhen, the CCT Agreements and PRC. For more information on TCL Communication, please visit its official website at xxxx://xxxxxx.xxx.xxx (the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee information that appears in this regardwebsite does not form part of this announcement). A circular TCL Corporation and its Subsidiaries (including the Group) is a major PRC conglomerate that designs, develops, manufactures and markets a wide range of NWDS containingelectronic, amongst othersaudio-visual products, further telecommunications, information technology and electrical products. For more information on TCL Corporation, please visit its official website at xxxx://xxx.xxx.xxx (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter information that appears in this website does not form part of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andthis announcement).

LISTING RULES IMPLICATIONS. NWD As Mitsui is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD is interested the Company holding approximately 20.2% interest in approximately 57% of the issued share capital of NWSH the Company, Mitsui and its associates are regarded as at connected persons of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS Company under the Listing Rules. Members Since the relevant ratios (as defined under the Listing Rules) in respect of the CTF Jewellery Group Mitsui Supply Caps and the Component Sourcing Caps exceed 5.0% and the Mitsui Supply Caps and the Component Sourcing Caps exceed HK$10.0 million after aggregating the Mitsui Continuing Connected Transactions, the Mitsui Continuing Connected Transactions are associates of CTFsubject to the announcement, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD reporting and NWDS independents shareholders’ approval requirements under the Listing Rules. Therefore, Since the Continuing Connected Transactions constitute continuing connected transactions of NWDS relevant ratios (as defined under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary ) in respect of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDthe Secondment Caps exceed 0.1% but less than 5.0%, the transactions contemplated under the Master Concessionaire Counter Framework Secondment Agreement also constitute continuing connected transactions of NWD (including the Secondment Caps) are subject to the announcement and reporting requirements but exempt from independents shareholders’ approval requirement under Chapter 14A of the Listing Rules. As at the date of this announcement, Mr Xxx Xxxxxxxx, who was officer of Mitsui, had abstained from voting on the relevant percentage ratios calculated pursuant to Rule 14.07 board resolutions of the Company in approving the Mitsui Supply Agreement, the Component Sourcing Agreement, the Framework Secondment Agreement and the transactions contemplated thereunder. As CEC is a substantial shareholder of the Company and CGCSZ is a subsidiary and an associate of CEC, therefore CGCSZ and its associates are regarded as connected persons of the Company under the Listing Rules Rules. Since the relevant ratios (as defined under the Listing Rules) in respect of each of the Continuing Connected Transactions CGCSZ Supply Caps exceed 5.0% and the CGCSZ Supply Caps exceed HK$10.0 million, the transactions contemplated under the CGCSZ Supply Agreement (including the CGCSZ Supply Caps) are more than 2.5%, each of the Continuing Connected Transactions is subject to the reportingannouncement, announcement reporting and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. As at the date of this announcement, Xx Xxx Xxxxxxx, Xx Xx Xxxx, Ms Xx Xxx, Xx Xx Xxxxx, Mr Xx Xxxxxx and Xx Xxx Xxx Xxx, who were officers of CEC, had abstained from voting on the relevant board resolution of the Company in approving the CGCSZ Supply Agreement and the transactions contemplated thereunder. In view addition, the independent non-executive Directors and auditors of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders Company shall also conduct annual review on the Continuing Connected Transactions, the CCT Agreements, Transactions pursuant to Rules 14A.37 and the Annual Caps. The Independent Board Committee will be established to consider the terms 14A.38 of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andListing Rules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, the Lender is a direct wholly-owned subsidiary of Minsheng Jiaye. As at the date of this announcement, Minsheng Jiaye owned as to 100% of Shanghai Pinzui Enterprise Management Ltd., who in turns owned as to 100% of Jiahuang (Holdings) Investment Limited, who in turns owned as to 100% of Jiayou. As at the date of this announcement, Jiayou owned as to approximately 61.20% of the shares of the Company in issue and NWSH being an associate a controlling shareholder (as defined under the Listing Rules) of NWD the Company. Accordingly, the Lender is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD , and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions transaction contemplated under the Master Concessionaire Counter Loan Agreement also constitute continuing constitutes a connected transactions transaction of NWD the Company under Chapter 14A of the Listing Rules. As one of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each the transaction contemplated under the Loan Agreement is more than 5% and all are below 25%, the entering of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions Loan Agreement is subject to the reporting, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules so far as NWDS is concernedRules. In view of THE EGM An EGM will be convened and held for the interests of NWD Independent Shareholders to consider, and CTF in if thought fit, approve, the relevant Continuing Connected Transactions, NWD, CTF . Jiayou and their its associates will abstain from voting at the EGM in respect of the resolutions to be proposed at resolution approving the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected TransactionsCompany, comprising all the CCT Agreements independent non-executive Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Shaomu, Xx. Xxxx Yinping and the Annual CapsXx. Xxx Gensheng, and has been established to advise the Independent Shareholders as to whether in respect of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser Gram Capital will be appointed as the Independent Financial Adviser to advise provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in this regardrespect of the Transactions. A circular of NWDS containing, amongst othersamong other things, further information on (i) particulars of the Continuing Connected Transactions, together with the CCT Agreements and the Annual Caps; (ii) a letter recommendations of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders on or before 20 December 2019.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTFannouncement, which in turn COFCO is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members the Company interested in approximately 29.10% of the CTF Jewellery Group total issued share capital of the Company, therefore COFCO together with COFCO Finance, COFCO Sunshine and Bapton which are also subsidiaries of COFCO are connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Company pursuant to Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, The transactions between the transactions contemplated under the Master Concessionaire Counter Agreement also Group and/or such parties constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to as defined under Rule 14.07 of the Listing Rules in respect of each for the proposed annual caps of the Continuing Connected Transactions transactions contemplated under the New Partially-Exempt Agreements are more less than 2.55%, each the New Partially-Exempt Agreements (including their respective annual caps) are subject to reporting and announcement requirements, but are exempt from the Independent Shareholders’ approval requirements, under Chapter 14A of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. In view As one or more of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to as defined under Rule 14.07 of the Listing Rules for the proposed annual caps of the transactions contemplated under the 2018 Mutual Supply Agreement and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement exceed(s) 5%, the 2018 Mutual Supply Agreement (including their respective annual caps) and the Deposit Services (including Proposed Deposit Cap) contemplated under the 2018 Financial Services Agreement will be subject to, among other things, the Independent Shareholders’ approval, reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules. Notwithstanding that the applicable percentage ratios with reference to the 2018 Mutual Supply Agreement exceed 5%, pursuant to Rule 14.04(1)(g) of the Listing Rules, the transactions contemplated under the 2018 Mutual Supply Agreement do not constitute notifiable transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. In addition, as one or more of the applicable percentage ratios for the Proposed Deposit Cap exceed(s) 25%, the Deposit Services contemplated under the 2018 Financial Services Agreement also constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the Master Concessionaire Counter Agreement financial assistance given by COFCO Finance, the Loan Services are exempt from the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Rule 14A.90 of the Listing Rules. As each of the applicable percentage ratios (other than the profits ratio) in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services is on an annual basis less than 2.50.1%, the Master Concessionaire Counter Agreement is subject to Entrustment Loan Services and the reporting and announcement requirements but is Other Financial Services are exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactionsreporting, the CCT Agreementsannouncement, annual review and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter ’ approval requirements under Chapter 14A of advice from the independent financial adviser to the Independent Board Committee; andListing Rules.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, CDC is the controlling shareholder Shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57the Company, which together with its subsidiaries holds 34.77% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing RulesCompany. Members Since CDC holds 10% or more of the CTF Jewellery Group are associates equity interests in each of CTFKeqi Coal-based Gas Company and Duolun Coal Chemical Company, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members are subsidiaries of the CTF Jewellery Group Company, such subsidiaries are also therefore connected persons of NWD and NWDS the Company. The transactions under the Listing Rules. Therefore, the Continuing Connected Transactions Sale and Purchase Agreement of Chemical Products and Materials constitute continuing connected transactions of NWDS the Company. Since (i) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the aggregated transaction amount for purchase of natural gas and Chemical Products under the Framework Agreement of Sale of Natural Gas and the Sale and Purchase Contract of Chemical Products (Keqi); and (ii) one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount for purchase of Chemical Products under the Sale and Purchase Contract of Chemical Products (Duolun) are all higher than 5%, the transactions contemplated in (i) and (ii) above are subject to the reporting and announcement requirements, as well as the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since NWDS all of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transaction amount for the sale of Chemical Materials under each of the Procurement Contract of Chemical Products (Keqi) and the Sale and Purchase Contract of Chemical Products (Duolun) is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDhigher than 0.1% but lower than 5%, the transactions for the sale of Chemical Materials under above-mentioned contracts contemplated under thereunder are subject to the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD reporting and announcement requirements, but are exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As The Company will disclose the relevant percentage ratios calculated pursuant to Rule 14.07 details in the next annual report and accounts of the Company in accordance with the relevant requirements as set out in Chapter 14A of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concernedRules. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt A circular containing a letter from the independent shareholders’ approval requirement under board committee of the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval Company and a letter from the Independent Shareholders on the Continuing Connected Transactionsindependent financial advisor, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider both advising the terms of the Continuing Connected Transactionspurchase of natural gas or Chemical Products under the Framework Agreement of Sale of Natural Gas, the CCT Agreements Sale and Purchase Contract of Chemical Products (Keqi) and the Annual CapsSale and Purchase Contract of Chemical Products (Duolun), and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed dispatched to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information shareholders on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 14 January 2016.

LISTING RULES IMPLICATIONS. NWD As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the controlling shareholder reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of NWDS the Listing Rules, Shareholders’ approval of the Factoring Agreement, the Reverse Factoring Agreement and hence the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yue Da Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD and NWDS under Company, has provided written shareholder’s approvals on the Listing Rules. ThereforeFactoring Agreement, the Continuing Connected Transactions constitute continuing connected Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement, the Reverse Factoring Agreement and the Supplemental Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is As the controlling shareholder Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B are entered into by the Group within a 12-month period, they are aggregated as a series of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A pursuant to Rule 14A.81 of the Listing Rules. Since NWDS As Dongjiang Veolia is not a member of the Group, the Waste Processing Service Agreement A and the transactions contemplated thereunder do not constitute a connected transaction of the Company and are not subject to aggregation under Rule 14A.81 of the Listing Rules. As Jieyang ALBA is considered to be a subsidiary of NWD and CTF Jewellery is an associate of CTF a jointly controlled entity the equity interest in which is indirectly held as to 50% by Guangdong Rising Group, a substantial shareholder of NWDthe Company, Jieyang ALBA is considered to be an associate of Guangdong Rising Group and is therefore deemed to be a connected person of the Company. The Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated under the Master Concessionaire Counter Agreement also thereunder constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of (as defined in the Listing Rules Rules) in respect of each of the Continuing Connected Transactions Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated thereunder, on an aggregate basis, are more than 2.50.1% but all are less than 5%, each of the Continuing Connected Transactions is Supplemental Waste Processing Service Agreement A, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the transactions contemplated thereunder, on an aggregate basis, are subject to the reportingreporting and announcement requirements, announcement but are exempt from circular and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules Rules. As Xx. Xxxx Xx (non-executive Director) holds position in respect of the Master Concessionaire Counter Agreement are less than 2.5%Guangdong Rising Group, the Master Concessionaire Counter Agreement he is subject considered to the reporting be materially interested in and announcement requirements but is exempt has therefore abstained from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant Board resolutions approving the Supplemental Waste Processing Service Agreement A, the CCT Agreements, 2nd Supplemental Waste Processing Service Agreement A and Waste Processing Service Agreement B and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andtransactions contemplated thereunder.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement and NWSH being an associate announcement, as Flourish Steel is a wholly-owned subsidiary of NWD TJMG (a substantial shareholder of TJ Goldsun), Flourish Steel is also therefore a connected person of NWDS the Company. The transactions contemplated under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. ThereforeProperty Lease Agreements, the Continuing Connected Transactions constitute Steel Wire and Steel Wire Rope Equipment Lease Agreement, the New Processing Agreement and the New Equipment Lease Agreement are continuing connected transactions of NWDS the Company. The annual caps for the amount payable by XX Xxxxxxx to Flourish Steel under Chapter 14A the Property Lease Agreements, the New Processing Agreement and the Steel Wire and Steel Wire Rope Equipment Lease Agreement will be aggregated in accordance with the requirements under Rule 14A.81 of the Listing Rules. Since NWDS As the applicable percentage ratios in respect of the Aggregate Annual Caps are more than 5% and the aggregate annual consideration is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDmore than HK$10,000,000, the transactions contemplated under Group A Transactions and the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Aggregate Annual Caps are therefore subject to the reporting, announcement, Independent Shareholders’ approval and annual review requirements pursuant to Chapter 14A of the Listing Rules. As the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements annual caps under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter New Equipment Lease Agreement are less than 2.50.1%, the Master Concessionaire Counter New Equipment Lease Agreement is subject to the reporting and announcement requirements but is exempt fully exempted from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactionsapproval, the CCT Agreements, annual review and all the Annual Capsdisclosure requirements. The Independent Board Committee will be established to consider the terms term of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests each of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual CapsProperty Lease Agreements; (ii) a letter of recommendation from the Independent Board Committee to the Independent ShareholdersNew Processing Agreement; (iii) a letter of advice from the Steel Wire and Steel Wire Rope Equipment Lease Agreement; and (iv) the New Equipment Lease Agreement is 20 years. Donvex Capital has been appointed as the independent financial adviser to the Independent Board Committee; andCompany to explain why a longer period for each of the said agreements is required and to confirm that it is normal business practice for agreements of this type to be of such duration. On 24 June 2016, a closely allied group of Shareholders, namely, Xx. Xxxx and Xxxxx Investments Ltd. have given to the Company their written approval for the Group A Transactions and the Aggregate Annual Caps in lieu of an approval from the Shareholders at a Shareholders’ meeting. As such, an application will be made by the Company to the Stock Exchange for a waiver from the requirement for the Company to convene a general meeting, on the basis that the Group A Transactions and the Aggregate Annual Caps have been approved by the written approval of a closely allied group of Shareholders pursuant to Rule 14A.37 of the Listing Rules.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, SHKP is a substantial Shareholder indirectly holding an aggregate of 1,719,427,500 Shares, representing approximately 73.84% of the entire issued share capital of the Company. As such, SHKP and NWSH being its associates are connected persons of the Company under the Listing Rules for so long as SHKP remains a substantial Shareholder. The Main Contractor is a wholly-owned subsidiary of SHKP and is therefore an associate of NWD is also SHKP and a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDSCompany. Accordingly, members the entering into of the CTF Jewellery Group are also Building Contract with the Main Contractor constitutes a connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A transaction of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios in respect of the Building Contract calculated pursuant to Rule 14.07 of the Listing Rules in respect of each is more than 5% but all are less than 25%, the entering into of the Continuing Connected Transactions are more than 2.5%, each Building Contract constitutes (i) a non-exempt connected transaction of the Continuing Connected Transactions is Company under Chapter 14A of the Listing Rules subject to the reporting, announcement and independent shareholdersthe Independent Shareholders’ approval Approval requirements pursuant to Chapter 14A of the Listing Rules; and (ii) a discloseable transaction of the Company under Chapter 14 of the Listing Rules so far as NWDS is concerned. In view subject to the announcement requirement pursuant to Chapter 14 of the interests Listing Rules. The entering into of NWD and CTF in the relevant New Agreements with SHKP or SHKI (being a wholly-owned subsidiary of SHKP) (as the case may be) constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For these Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect transactions of each category of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect Transactions Requiring Approval will constitute non-exempt continuing connected transactions of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Company under Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement Rules, and are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting reporting, announcement, annual review and the Independent Shareholders’ Approval requirements pursuant to Chapter 14A of the Listing Rules. Transactions of each category of the Transactions Exempt from Approval will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and are only subject to the reporting, announcement and annual review requirements but is and are exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An circular (including independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (iadvice) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter ’ Approval requirements under Chapter 14A of advice from the independent financial adviser to the Independent Board Committee; andListing Rules.

LISTING RULES IMPLICATIONS. NWD As at the date of this announcement, LongLiLiLong Co is a wholly owned subsidiary of the controlling shareholder Company. As at the date of NWDS and hence a connected person of NWDS. NWD is interested in this announcement, Communications Group holds approximately 5767% of the issued share capital of NWSH 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 announcement, each of Jiaogong Maintenance and NWSH being Zhejiang Shunchang is an associate indirect subsidiary of NWD Communications Group. Therefore, each of Jiaogong Maintenance and Zhejiang Shunchang is also a connected person of NWDS the Company and as a result, the respective transactions contemplated under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions Dedicated Road Maintenance Agreements constitute continuing connected transactions of NWDS under Chapter 14A of for the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As at the relevant percentage ratios calculated pursuant date of this announcement, Maintenance Co is also an indirect subsidiary of Communications Group and therefore it is a connected person of the Company as well as Jiaogong Maintenance and Zhejiang Shunchang. Pursuant to Rule 14.07 14A.81 to Rule 14A.83 of the Listing Rules Rules, the respective transactions contemplated under the Dedicated Road 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 associates of the same connected persons (i.e. Communications Group) and are of the same nature. As the applicable percentage ratios in respect of each of the Continuing Connected Transactions aggregated annual cap for transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements are more than 2.50.1% but less than 5%, each of the Continuing Connected Transactions is transactions contemplated under the Dedicated Road Maintenance Agreements and the Previous Daily Road Maintenance Agreements will be subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement annual review requirements but is exempt from the independent shareholdersShareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD Rules. As Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx are currently also employed by the Communications Group, they have abstained from voting at the board meeting at which the Dedicated Road Maintenance Agreements were considered and approved. Save for Xx. Xx Xxxxxxx, Xx. Xxx Xxxxxxxx, Mr. Xxx Xx and Xx. Xxxxx Xxxxxxxxx, none of the Directors has any material interest in the Dedicated Road Maintenance Agreements or is concerned. NWDS will convene the EGM for the purpose of seeking approval required to abstain from the Independent Shareholders voting on the Continuing Connected Transactions, relevant Board resolutions to approve the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andsame.

LISTING RULES IMPLICATIONS. NWD As (i) the ultimate beneficial owner of both Xxxxxx Xxxxxxxxx and Gaoxin is the controlling shareholder same i.e. Yancheng City Dafeng District People’s Government（鹽城市大豐區人民政府）; and (ii) the transactions contemplated under the Reverse Factoring Agreements were completed within a 12-month period, the transaction contemplated under the Gaoxin Reverse Factoring Agreement and Gaoxin Supplemental Reverse Factoring Agreement is required to be aggregated with the transaction under the Dafeng Reverse Factoring Agreement pursuant to Rule 14.22 of NWDS the Listing Rules. As the highest applicable percentage ratio as calculated under Rule 14.07 of Listing Rules in relation to the Reverse Factoring Agreements is more than 25% but less than 100%, the entering into the Reverse Factoring Agreements constitutes a major transaction for the Company under the Listing Rules and hence is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. WRITTEN SHAREHOLDER’S APPROVAL Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Reverse Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Reverse Factoring Agreements and the transactions contemplated thereunder; and (ii) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Reverse Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Reverse Factoring Agreements and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yueda Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Reverse Factoring Agreements and NWDS under the Listing Rulestransactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Reverse Factoring Agreements and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary A circular containing, among other things, details of NWD the Reverse Factoring Agreements and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated other information as required under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant , is expected to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject be despatched to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andor before 2 August 2023.

LISTING RULES IMPLICATIONS. As at the date of this announcement, NWD is the controlling a substantial shareholder of NWDS and hence a connected person of NWDS. NWD CTFJ is interested in approximately 57% a fellow subsidiary of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, CTFE which in turn is a substantial shareholder of NWD, . CTFJ is therefore a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons person of NWD and also considered to be a connected person of NWDS under and the Listing Rules. Therefore, relevant Concessionaire Transactions and the Continuing Connected Sales Transactions constitute continuing connected transactions of each of NWD and NWDS under Chapter 14A of the Listing Rules. Since the highest of the amounts and all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the New NWDS Concessionaire Annual Caps are more than 5% and exceeds HK$10,000,000 so far as NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWDconcerned, the transactions contemplated under renewal of the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of and the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions New NWDS Concessionaire Annual Caps are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules for NWDS. Since the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the New NWD Concessionaire Annual Caps is more than 0.1% but less than 5% so far as NWDS NWD is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect renewal of the Master Concessionaire Counter Agreement and the New NWD Concessionaire Annual Caps are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is are exempt from the independent shareholders’ approval requirement under the Listing Rules for NWD. Since all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Sales Transactions are less than 0.1% so far as NWD is concerned and the highest of all the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) is less than 5% and the highest of the annual cap amounts in respect of the Sales Transactions for each of the three years ending 30 June 2020 is less than HK$3,000,000 so far as NWDS is concerned. NWDS will convene , the EGM for renewal of the purpose of seeking approval Master Sales Agreement is fully exempt from the Independent Shareholders on the Continuing Connected Transactionsreporting, the CCT Agreements, announcement and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements independent shareholders’ approval requirements for both NWD and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andNWDS.

LISTING RULES IMPLICATIONS. NWD As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreements and the Supplemental Reverse Factoring Agreement entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Factoring Agreements and the Supplemental Reverse Factoring Agreement by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the controlling shareholder reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of NWDS the Listing Rules, Shareholders’ approval of the Factoring Agreements and hence the Supplemental Reverse Factoring Agreement may be given by way of written Shareholders’ approval in lieu of holding a connected person general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of NWDS. NWD is interested in approximately 57the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of NWSH as the Company giving the right to attend and vote at that general meeting to approve the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions contemplated thereunder. As of the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members announcement, Yue Da Capital (HK) Limited, holding 600,000,000 Shares, representing 51.34% of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members issued share capital of the CTF Jewellery Group are also connected persons of NWD Company, has provided written shareholder’s approvals on the Factoring Agreements and NWDS under the Listing RulesSupplemental Reverse Factoring Agreement and the transactions contemplated thereunder. ThereforeAs such, no general meeting will be convened for approving the Continuing Connected Transactions constitute continuing connected Factoring Agreements and the Supplemental Reverse Factoring Agreement and the transactions of NWDS under Chapter 14A contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is To the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% best of the issued share capital Directors’ knowledge, information and belief having made all reasonable enquiry, Beijing Senmeng Media is a third party which is independent of NWSH any of the promoters, directors, supervisors, chief executive or substantial shareholders (as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under defined in the Listing Rules. Members ) of the CTF Jewellery Group are Company or any of its subsidiaries, or any of their respective associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members save for the entering into of the CTF Jewellery Group are also connected persons Agreements. The applicable percentage ratios (as defined in Rule 14.04(9) of NWD and NWDS under the Listing Rules) for the First Capital Increase Agreements are less than 5%. ThereforeHowever, the Continuing Connected Transactions constitute continuing connected transaction contemplated thereunder, when aggregated with the relevant transactions in relation to the Second Capital Increase Agreement, the Cooperation Agreement and the Supplemental Agreement, constitutes a discloseable transaction of NWDS under Chapter 14A the Company pursuant to Rule 14.06(2) of the Listing Rules. Since NWDS Such Transaction is subject to the notification and publication requirements set out in Rule 14.33 of the Listing Rules. Immediately after and as a subsidiary consequence of NWD the completion of the transaction under the First Capital Increase Agreement, Beijing Senmeng Media is entitled to exercise 49% voting power at the general meeting of Golden Bridge Senmeng, and CTF Jewellery is an associate therefore constitutes a connected person of CTF which is a substantial shareholder of NWDthe Company. Hence, the transactions contemplated under the Master Concessionaire Counter Second Capital Increase Agreement, the Cooperation Agreement also and the Supplemental Agreement between CTV Media (Shanghai) and Beijing Senmeng Media constitute continuing connected transactions of NWD the Company under Chapter 14A of the Listing Rules. As Beijing Senmeng Media receives a pro rata entitlement to the relevant percentage ratios calculated pursuant to Rule 14.07 of equity interests in Golden Bridge Senmeng in its capacity as a shareholder, the Listing Rules in respect of each of transaction contemplated under the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions Second Capital Increase Agreement is subject to exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(3)(a) of the Listing Rules. The relevant applicable percentage ratios (as defined in Rule 14.04(9) of Listing Rules) for the first equity acquisition under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Cooperation Agreement are more than HK$1,000,000 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are is less than 2.5%, and therefore, the Master Concessionaire Counter Agreement is transactions contemplated thereunder constitute connected transaction subject to the reporting and announcement requirements requirements, but is will be exempt from Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Upon the terms and conditions of the second and third equity acquisitions contemplated under the Cooperation Agreement being finalized, the Company shall aggregate such equity acquisitions with the first equity acquisition and comply with reporting, announcement and independent shareholders’ approval requirement under requirements pursuant to Chapter 14 and Chapter 14A of the Listing Rules so far as NWD is concernedRules. NWDS will convene The terms and conditions of the EGM for Agreements have been negotiated on an arm’s length basis. The Board considers the purpose of seeking approval from the Independent Shareholders Agreements to be on the Continuing Connected Transactionsnormal commercial terms, the CCT Agreementsfair and reasonable, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS the Company and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Shougang Group is interested in approximately 24.52% of the issued Shares and NWSH being an associate of NWD is also hence, a substantial Shareholder and a connected person of NWDS under the Listing RulesCompany. Members Shougang Fund, a wholly-owned subsidiary of Shougang Group, is interested in approximately 12.39% of the CTF Jewellery Group are associates of CTFissued Shares, which in turn is and hence a substantial shareholder Shareholder and a connected person of NWDthe Company. Shougang Fund holds approximately 48.86% equity interest in Shoushi Changtai, and hence Xxxxxxx Xxxxxxxx is an associate of Shougang Fund and a controlling shareholder connected person of NWDSthe Company. Accordingly, members the entering into of the CTF Jewellery Group are also connected persons of NWD Second Supplemental Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions transactions contemplated thereunder constitute continuing connected transactions of NWDS the Company under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A Pursuant to Rule 14A.54 of the Listing Rules. As , if the relevant percentage ratios calculated pursuant Company intends to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactionsrevise material terms for continuing connected transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect Company will be required to re-comply with relevant provisions of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 Chapter 14A of the Listing Rules in respect of the Master Concessionaire Counter Agreement relevant continuing connected transactions. As the applicable percentage ratios in respect of the Annual Caps are more than 0.1% but are all less than 2.55%, the Master Concessionaire Counter entering into of the Second Supplemental Agreement is and the transactions contemplated thereunder constitute continuing connected transactions of the Company and are subject to the reporting reporting, announcement and announcement annual review requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules so far as NWD is concernedRules. NWDS will convene Pursuant to Rule 14A.52 of the EGM Listing Rules, the term of an agreement for a continuing connected transaction of a listed issuer must not exceed three years except in special circumstances where the purpose nature of seeking approval the transaction requires a longer period. Please refer to the section headed “PREVIOUS OPINION FROM THE INDEPENDENT FINANCIAL ADVISER” of this announcement for details. Xx. Xxxx Xxxxxxxx and Mr. Xx Xxxxx, by virtue of their connection with Shougang Group, have abstained from the Independent Shareholders voting on the Continuing Connected Transactions, Board resolutions proposed to approve the CCT Agreements, Second Supplemental Agreement and the Annual Capstransactions contemplated thereunder. Save as disclosed, none of the Directors has any material interest in the Second Supplemental Agreement and the transactions contemplated thereunder. The Independent Directors (including the independent non-executive Directors but excluding the Directors who have abstained from voting on the relevant Board Committee will be established to resolutions) consider that the terms of the Continuing Connected TransactionsSecond Supplemental Agreement are fair and reasonable and that the entering into of the Second Supplemental Agreement is on normal commercial terms, in the CCT Agreements ordinary and usual course of business of the Annual Caps, Group and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS the Company and the NWDS its Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and.

LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as As at the date of this announcement announcement, Wanan Xiexun is a direct wholly-owned subsidiary of Luxshare Precision. As Luxshare Precision is a Controlling Shareholder interested in approximately 70.95% of issued Shares through its wholly owned subsidiary, namely Luxshare Precision Limited, and NWSH being is ultimately controlled by Xx. Xxxx Xxxxxxx and Xx. Xxxx Xxxxxxxx, Xxxxx Xxxxxx is an associate of NWD Luxshare Precision and is also a connected person of NWDS under the Listing RulesCompany. Members of Accordingly the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions transactions with Xxxxx Xxxxxx will constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As the relevant highest of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements (as defined under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting Rules) in respect of the resolutions total value of the right-of-use assets to be proposed at recognised by the EGM to approve Group under the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Ji’an Premises Lease Agreement are is more than HK$1,000,000 0.1% but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.55%, the Master Concessionaire Counter transactions contemplated under the Ji’an Premises Lease Agreement is subject to the reporting and announcement requirements but is are exempt from the independent shareholdersIndependent Shareholders’ approval requirement under Chapter 14A of the Listing Rules so far Rules. Due to her beneficial interests in Luxshare Precision, Xx. Xxxx Xxxxxxx, the chairman of the Board and the non-executive Director, is regarded as NWD is concerned. NWDS will convene having a material interest in the EGM for transactions contemplated under the purpose of seeking approval Ji’an Premises Lease Agreement, and has abstained from the Independent Shareholders voting on the Continuing Connected Transactionsrelevant resolutions of the Board for approving the Ji’an Premises Lease Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for Xx. Xxxx Xxxxxxx, none of the CCT AgreementsDirectors has any material interest in the Ji’an Premises Lease Agreement, and none of them are required to abstain from voting on the Annual Capsrelevant resolutions of the Board. INTRODUCTION On 20 July 2023, Jiangxi Time, an indirect wholly-owned subsidiary of the Company, as tenant entered into the Ji’an Premises Lease Agreement with Wanan Xiexun, a direct wholly-owned subsidiary of Luxshare Precision, as landlord with a term commencing from 1 August 2023 to 31 July 2026 (both days inclusive) for leasing the Premises for operation of the Group. The Independent Board Committee will be established to consider the principal terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps Ji’an Premises Lease Agreement are in the interests of NWDS and the NWDS Shareholders as a wholesummarised below. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on Ji’an Premises Lease Agreement Date : 20 July 2023 Parties : (i) the Continuing Connected TransactionsJiangxi Time, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andas tenant

LISTING RULES IMPLICATIONS. NWD is As at the controlling shareholder date of NWDS and hence a connected person of NWDS. NWD this announcement, CE Hong Kong is interested in approximately 5749.74% of the total issued share capital of NWSH the Company and is a controlling shareholder of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement and NWSH announcement, the JV Partner is a wholly owned subsidiary of CE Hong Kong. As a result, the JV Partner, being an associate of NWD CE Hong Kong, is also a connected person of NWDS under the Company pursuant to the Listing Rules. Members Accordingly, each of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members entry of the CTF Jewellery Group are also connected persons of NWD Supplemental Agreement and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A payment of the Listing Rules. Since NWDS is Use of Capital Fee constitutes a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, connected transaction for the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD Company under Chapter 14A of the Listing Rules. As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of accordance with the Listing Rules in respect of the Master Concessionaire Counter Agreement Use of Capital Fee payable by Pioneer Act to the JV Partner is more than 0.1% but all of them are less than 2.55%, the Master Concessionaire Counter Supplemental Agreement is and the payment of the Use of Capital Fee shall be subject to the reporting and announcement requirements but is exempt from the independent shareholdersShareholders’ approval requirement as set out in Chapter 14A of the Listing Rules. None of the Directors have a material interest in the Supplemental Agreement and the payment of the Use of Capital Fee. However, in view of good corporate governance practices, Xx. Xx Xxxxxxx, being both a non-executive Director and Chairman of the Company, and also a director of CE Hong Kong had abstained from voting on the relevant Board resolutions approving the Supplemental Agreement and the transactions contemplated thereunder. INFORMATION ON THE COMPANY AND THE PARTIES Information on Pioneer Act Pioneer Act is a company incorporated under the Listing Rules so far as NWD laws of the British Virgin Islands with limited liability. It engages in the business of investment holding and is concerneda wholly owned subsidiary of the Company. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders Information on the Continuing Connected TransactionsGroup The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business. Information on the JV Partner The JV Partner is a company incorporated under the laws of Hong Kong with limited liability and engages in the business of investment holding. The JV Partner is a wholly owned subsidiary of CE Hong Kong which in turn is wholly owned by CE Group. CE Hong Kong is a conglomerate which, through its wholly owned subsidiaries, is interested in approximately 49.74% of the total issued share capital of the Company as at the date hereof and is principally engaged in investment holding. CE Group is a joint stock company incorporated under the laws of the PRC and an indirect controlling shareholder of the Company. CE Group is a conglomerate which, through its subsidiaries and associates, engages in a diverse range of businesses including banking, securities and asset management. It is owned by Central Huijin, MOF and SSF. INFORMATION ON THE JOINT VENTURE Information on the Joint Venture The Joint Venture is a company incorporated under the laws of the British Virgin Islands with limited liability. It engages in the business of investment holding. As at the date of this announcement, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders Joint Venture is owned as to whether approximately 16.67% by Pioneer Act and 83.33% by the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; andJV Partner.