Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.

LISTING RULES IMPLICATIONS. As COFCO International SingaporeSamoa Company is wholly owned by Xx. Xxx Xxxx Xxxx, Great Wall Investments, Sino Agri-Trade, HK Ming Fat a substantial shareholder and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Companya Director. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute Samoa Company is an associate of a core connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions person of the Company and are subject to the reporting, announcement entering into of the Renewed Samoa Master Purchase Agreement and Independent Shareholders’ approval requirements the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapters 14 and Chapter 14A of the Listing Rules. The Directors Samoa Company is wholly owned by Xx. Xxx Xxxx Xxxx, a substantial shareholder and a Director. Accordingly, Xx. Xxx Xxxx Xxxx, Xx. Xxx Xxx-Xx, who is the father of Xx. Xxx Xxxx Xxxx, and Xx. Xxx Xxx-Lin, who is the elder brother of Xx. Xxx Xxxx Xxxx, are considered to be interested in the transactions under the Renewed Samoa Master Purchase Agreement and therefore abstained from voting on the board resolutions for approving the Renewed Samoa Master Purchase Agreement and the transactions contemplated thereunder. As the applicable percentage ratios (other than profits ratio) in respect of the INEDs, whose views and opinions will be included in transactions under the circular Renewed Samoa Master Purchase Agreement are expected to be despatched to the Shareholders) consider thatmore than 5% on an annual basis, although the transactions contemplated thereunder will be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the COFCO International Listing Rules. Xx. Xxx Xxxx Xxxx and his associates will abstain from voting on the proposed resolution approving the Renewed Samoa Master Purchase Agreement and the Capital Increase Agreement are not in continuing connected transactions contemplated thereunder at the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a wholeEGM. The Independent Board Committee comprising all INEDs has been formed will be established to advise the Independent Shareholders on and an independent financial adviser will be appointed to advise the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise Committee and the Independent Shareholders on the matters under Rule 14A.40 terms of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Renewed Samoa Master Purchase Agreement and the Capital Increase Agreementcontinuing connected transactions contemplated thereunder. A circular containing, among other things, information on the Renewed Samoa Master Purchase Agreement and none the continuing connected transactions contemplated thereunder, the recommendations of the INEDs has Independent Board Committee to the Independent Shareholders in relation to the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder, a material interest letter of advice from an independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Renewed Samoa Master Purchase Agreement and the continuing connected transactions thereundercontemplated thereunder and the notice for the EGM to approve the Renewed Samoa Master Purchase Agreement and the continuing connected transactions contemplated thereunder will be despatched to the Shareholders on or before 11 October 2022.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the The transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement Contractual Arrangements constitute continuing connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions our Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect upon [REDACTED] as two of the COFCO International Master Agreementparties to the Contractual Arrangements, namely Xiangshang Investment and Hygeia Hospital Management, are connected persons of our Company. Our Directors (including the Capital Increase Agreement independent non-executive Directors) are of the view that the Contractual Arrangements and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and thereunder are subject fundamental to the reportinglegal structure and business of our Group, announcement that such transactions have been and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not entered into in the ordinary and usual course of business of the Companyour Group, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are fair and reasonable and in the interests of the our Company and the our Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed Accordingly, notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements related thereto or renewal of existing transactions, contracts and agreements to advise be entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, and any member of our Group (the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account “New Intergroup Agreements”) technically constitute our continuing connected transactions under Chapter 14A of the recommendations of Listing Rules after the IFA[REDACTED], will advise our Directors consider that, given that our Group is placed in a special situation in relation to the Independent Shareholders on connected transactions rules under the matters Contractual Arrangements, it would be unduly burdensome and impracticable, and would add unnecessary administrative costs to our Company if such transactions are subject to strict compliance with the requirements set out under Rule 14A.40 Chapter 14A of the Listing Rules, including, among others, announcement, circular and independent Shareholders’ approval requirements. According WAIVERS APPLICATIONS FOR NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS Hospital Management and Operation Agreements In respect of the Hospital Management and Operation Agreements, we have applied to the articles of association Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with the announcement requirement under Chapter 14A of the Company, only the INEDs shall vote on the approval Listing Rules in respect of the COFCO International Master Agreement transactions contemplated under the Hospital Management and the Capital Increase Agreement, and none Operation Agreements pursuant to Rule 14A.105 of the INEDs has a material interest in Listing Rules subject to the transactions thereundercondition that the annual caps stated above are not exceeded.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder one of the Company, they are therefore connected persons applicable percentage ratios in respect of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 calculated under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than exceeds 5%, % but all of such the applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Equity Transfer Agreement constitute a discloseable transaction of the Company and are subject to the Capital Increase reporting and announcement requirements under Chapter 14 of the Listing Rules. Tsinlien is the controlling Shareholder of the Company, which directly and indirectly holds a total of 673,759,143 shares of the Company, representing approximately 62.81% of the total issued shares of the Company as at the date of this announcement. As Tsinlien and Tianjin Food are both direct wholly-owned subsidiaries of Tianjin Bohai, Tianjin Food is therefore a fellow subsidiary of Tsinlien and a connected person of the Company. Accordingly, the transactions contemplated under the Equity Transfer Agreement therefore also constitute discloseable and connected transactions of the Company Company, and are subject to the reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than Tsinlien and its associates will abstain from voting on the INEDs, whose views and opinions will be included in the circular ordinary resolution to be despatched to proposed at the Shareholders) consider that, although EGM for the approval of the Equity Transfer Agreement and the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a wholethereunder. The Independent Board Committee comprising all INEDs the independent non-executive Directors has been formed established to advise the Independent Shareholders on in respect of the COFCO International Master Equity Transfer Agreement and the transactions contemplated thereunder. Red Sun Capital Increase Agreement. The Independent Board Committee, taking into account of Limited has been appointed as the recommendations of the IFA, will independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the matters under Rule 14A.40 in respect of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Equity Transfer Agreement and the Capital Increase Agreementtransactions contemplated thereunder. A circular containing, and none inter alia, details of (i) the terms of the INEDs has a material interest in Equity Transfer Agreement and the transactions contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder; and (iv) a notice to convene the EGM, will be despatched to the Shareholders on or about 13 July 2020.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates at the date of COFCOthis announcement, the ultimate 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 a controlling shareholder of (as defined under the Company, they are therefore connected persons Listing Rules) of the Company. Accordingly, the transactions Lender is a connected person of the Company under Chapter 14A of the Listing Rules, and the transaction contemplated under the COFCO International Master Loan Agreement and the Capital Increase Agreement constitute constitutes a connected transactions transaction of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase transaction contemplated under Loan Agreement and the COFCO Fortune Equity Transfer Agreement are is more than 5%, but % and all of such applicable percentage ratios are less than below 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions entering of the Company and are Loan Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions THE EGM An EGM will be included convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Transactions contemplated thereunder. Jiayou and its associates will abstain from voting at the EGM in respect of the resolution approving the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Xx. Xxx Xxx Xxxx, Xx. Xxx Shaomu, Xx. Xxxx Yinping and Xx. Xxx Gensheng, has been established to advise the Independent Shareholders in respect of the Transactions. Gram Capital will be appointed as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions. A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunderor before 20 December 2019.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCOthe date of this announcement, the ultimate Company owns 70%, while Longyuan Power owns 30%, of equity interests in United Power. CHN Energy, the Company’s controlling shareholder shareholder, owns approximately 58.44% of equity interests in Longyuan Power. United Power is therefore an associate of the CompanyCHN Energy. As such, they are therefore connected persons of United Power is the Company. Accordingly’s connected person, and the transactions contemplated under between the COFCO International Master Agreement Group and the Capital Increase Agreement United Power constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with for the Listing Rules proposed annual caps in respect of the COFCO International continuing connected transactions contemplated under United Power Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than exceed 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and proposed annual caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions An Extraordinary General Meeting will be included in held to seek the circular to be despatched to approval from the Shareholders) consider that, although the transactions contemplated under the COFCO International Independent Shareholders on entering into United Power Master Agreement and the Capital Increase Agreement are not in proposed annual caps for the ordinary continuing connected transactions thereunder. CHN Energy and usual course of business of its associates (including GD Power) will abstain from voting at the Company, the basis for determining the relevant consideration under the COFCO International Extraordinary General Meeting on resolutions to approve United Power Master Agreement and as well as the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a wholeproposed annual caps contemplated thereunder. The An Independent Board Committee comprising all INEDs has been formed the independent non- executive Directors will be established by the Company to advise the Independent Shareholders on with regard to the COFCO International fairness and reasonableness of entering into of United Power Master Agreement and the proposed annual caps contemplated thereunder, taking into account the recommendations of an independent financial adviser. Gram Capital Increase has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, further information on the entering into of United Power Master Agreement. The , the proposed annual caps contemplated thereunder, a letter from the Independent Board Committee to the Independent Shareholders containing the recommendation of the Independent Board Committee, taking into account of the recommendations of the IFA, will advise a letter from Gram Capital to the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement Board Committee and the Capital Increase Independent Shareholders, together with a notice to convene the Extraordinary General Meeting to approve, among other things, the entering into of United Power Master Agreement, and none the proposed annual caps contemplated thereunder, is expected to be dispatched to the Shareholders as soon as practicable and within 15 business days after the publication of the INEDs has a material interest in the transactions thereunderthis announcement.

LISTING RULES IMPLICATIONS. As COFCO International SingaporeAt the material time of the entering into of the Loan Transaction, Great Wall InvestmentsYingtan was a non-wholly owned subsidiary of the Company and was owned as to 51% by the Borrower, Sino Agri-Trade46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, HK Ming Fat respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and COFCO Trading Guangdong are associates belief of COFCOthe Directors and having made all reasonable enquiries, the ultimate Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the Companyholding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, they are therefore the Lender was thus a connected persons person of the CompanyCompany at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under Loan Transaction constituted a connected transaction on the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions part of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more all of the applicable percentage ratios calculated ratio(s) (as defined under the Listing Rules) in accordance respect of the Loan Transaction are below 5%, the Loan Transaction constituted a connected transaction which is subject to reporting and announcement requirements but is exempt from the circular, independent financial advice and independent Shareholders’ approval requirements under Rule 14A.76 of the Listing Rules. The Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules in respect of the COFCO International Master AgreementLoan Transaction, as and when such obligations arose. Regrettably, due to the oversight of a then executive Director who failed to report the Loan Transaction to the Board at the material time, the Capital Increase Agreement requirements to comply with the relevant notification and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing RulesRules had been overlooked. REMEDIAL MEASURES The Directors (other than the INEDs, whose views and opinions will be included Company is aware that this announcement in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business respect of the Company, Loan Transaction entered into by the basis for determining the relevant consideration Group on 4 November 2020 constituted a late announcement under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According Once the Directors became aware of the delay, the Company has taken steps to comply with the Listing Rules, including but not limited to the articles publication of association this announcement. To avoid occurrence of similar non-compliance of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest Listing Rules in the transactions thereunder.future, the Company has/ will implement(ed) the following measures and procedures:

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with by reference to Rule 14.07 of the Listing Rules in respect of the COFCO International Master AgreementAcquisition exceed 25% but are less than 100%, the Capital Increase entering into of the Sale and Purchase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore thereunder constitute discloseable and connected transactions a major transaction of the Company and are is therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters Chapter 14 of the Listing Rules. As at the date of this announcement, the Target Company is a company wholly owned by the Vendor, who is a director and a substantial shareholder of the Company. Accordingly, the Vendor is a connected person of the Company and the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions EGM will be included convened for the Independent Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder. An independent board committee of the Company comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Astrum Capital Management Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. A circular containing, among other things, further particulars of the Acquisition together with, the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders) consider that, although Shareholders on or before 31 December 2017 as additional time is required for the transactions contemplated under preparation of the COFCO International Master Agreement and the Capital Increase Agreement are not relevant information to be included in the ordinary circular. WARNING NOTICE Shareholders and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests potential investors of the Company and should be aware that the Shareholders as Acquisition is subject to a whole. The Independent Board Committee comprising all INEDs has been formed number of conditions being satisfied, including but not limited to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and Acquisition at the Capital Increase AgreementEGM by the Independent Shareholders, and none consequently the Acquisition may or may not proceed. Accordingly, Shareholders and potential investors are advised to exercise caution when they deal or contemplate dealing in the Shares or other securities (if any) of the INEDs has a material interest in the transactions thereunderCompany.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong the relevant percentage ratios of the Acquisition exceed 5% but are associates of COFCOunder 25%, the ultimate controlling shareholder Acquisition constitutes a discloseable transaction of the Company, they are therefore connected persons Company under Chapter 14 of the Company. Accordingly, Listing Rules and is subject to the transactions contemplated under the COFCO International Master Agreement announcement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of reporting requirements in the Listing Rules. As one or more Vendor 1 and Vendor 2 are connected persons of the applicable percentage ratios calculated in accordance with Company under Chapter 14A of the Listing Rules in respect by virtue of their being associates of Xx. Xx, an executive Director and the COFCO International Master Agreementultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and Acquisition also constitutes a connected transactions transaction of the Company and are which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDsAs Vendor 1 and Vendor 2 are associates of Xx. Xx, whose views and opinions will be included Xx. Xx is considered to have a material interest in the circular Acquisition and has abstained from voting on the board resolutions of the Company to be despatched to approve the Shareholders) consider that, although Agreement and the transactions contemplated under thereunder. Save for the COFCO International Master aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the Capital Increase transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement are not in and the ordinary and usual course transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of business the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the basis for determining resolution of the relevant consideration under Company in approving the COFCO International Master Agreement and the Capital Increase transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement is fair and reasonable, and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms thereof of the Agreement are fair and reasonable, on normal commercial terms and are fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a wholewhole and as to voting at the SGM. The Independent Board Committee comprising all INEDs has been formed An independent financial adviser will be appointed to advise the Independent Shareholders on the COFCO International Master Agreement Board Committee and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 in this regard. A circular containing, among other things, (i) details of the Listing Rules. According to the articles of association of Agreement; (ii) information about the Company, only the INEDs shall vote on Target and the approval Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the COFCO International Master Agreement Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Capital Increase Agreement, and none Independent Shareholders in respect of the INEDs has a material interest in Acquisition; and (v) the transactions thereundernotice of the SGM is expected to be despatched to the Shareholders on or before 13 February 2018.

LISTING RULES IMPLICATIONS. As COFCO International Singaporeat the date of this announcement, Great Wall InvestmentsEastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.20% of the Shares through its wholly-owned subsidiary, Sino Agri-Tradenamely Beijing Infrastructure Investment (Hong Kong) Limited, HK Ming Fat thus BII is the ultimate holding company of the Company and COFCO Trading Guangdong are associates Eastern Creation II is therefore a connected person of COFCOthe Company under the Listing Rules. Therefore, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions transaction contemplated under the COFCO International Master Loan Extension Agreement and the Capital Increase New Share Charge Agreement constitute constitutes a connected transactions of transaction for the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more of the certain applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, transaction contemplated under the Capital Increase Loan Extension Agreement and the COFCO Fortune Equity Transfer New Share Charge Agreement are more than 5%, but all % and the principal amount of such applicable percentage ratios are less than 25%the Remaining Loan exceeds HK$10 million, the transactions contemplated under the COFCO International Master Loan Extension Agreement and the Capital Increase New Share Charge Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions THE EGM An EGM will be included convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. BII and its associates will abstain from voting at the EGM in respect of the resolution(s) approving the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx and Xx. Xxxxx Xxxxx, has been established to advise the Independent Shareholders in respect of the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee has appointed VC Capital Limited as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Loan Extension Agreement, the New Share Charge Agreement and the transactions contemplated thereunder. A circular containing, among other things, further particulars of the Loan Extension Agreement and the New Share Charge Agreement, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunderor before 12 November 2021.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates at the date of COFCOthis announcement, the ultimate controlling shareholder Borrower, a non-wholly owned subsidiary of the Company, they are therefore is owned as to 49% by the Lender and hence, the Lender is a connected persons person of the CompanyCompany at the subsidiary level. Accordingly, the transactions contemplated under the COFCO International Master Loan Agreement and the Capital Increase Agreement Share Mortgage contemplated thereunder constitute connected transactions of between the Company. Given the Vendors, COFCO Trading Guangdong Group and the vendor of Lender at the transactions under subsidiary level. As the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Loan Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 Share Mortgage contemplated thereunder have been approved by the Board and 14A.81 the independent non-executive Directors have confirmed that the respective terms of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Loan Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof Share Mortgage are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders its shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise , the Independent Shareholders on the COFCO International Master Loan Agreement and the Capital Increase Agreement. The Independent Board CommitteeShare Mortgage contemplated thereunder will constitute a connected transaction which are subject to the reporting and announcement requirements but are exempt from the circular, taking into account independent financial advice and shareholders’ approval requirements under Rule 20.99 of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the GEM Listing Rules. According However, for the purpose of committing to higher corporate governance, the articles of association drawdown of the CompanyLoan is conditional upon, only among the INEDs shall vote on others, the approval of the COFCO International Master Loan Agreement and the Capital Increase Share Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for such approval. Xx. Xxxxx Xxx Xx, being the controlling Shareholder holding 3,765,987,973 Shares, representing approximately 70.57% of the issued Shares as at the date of this announcement, has given her written approval for the Loan Agreement, the Share Mortgage and none the transactions contemplated thereunder and such written approval can be accepted in lieu of holding a general meeting of the INEDs has Company pursuant to Rule 20.35 of the GEM Listing Rules. As a material interest result, no special general meeting of the Company will be convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to Rule 20.35 of the GEM Listing Rules. A circular containing, among the others, details of the Loan Agreement and the Share Mortgage as well as other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders on or before 25 September 2020. If additional time is required for preparing the circular, the Company will apply for a waiver from strict compliance with Rule 20.44(2) of the GEM Listing Rules and thereafter publish an announcement in accordance with the transactions thereunderGEM Listing Rules.

LISTING RULES IMPLICATIONS. As COFCO International Singaporeat the date of this announcement, Great Wall InvestmentsEastern Creation II is a wholly-owned subsidiary of BII. BII indirectly holds approximately 55.12% of the Shares through its wholly-owned subsidiary, Sino Agri-Tradenamely Beijing Infrastructure Investment (Hong Kong) Limited, HK Ming Fat thus BII is the ultimate holding company of the Company and COFCO Trading Guangdong are associates Eastern Creation II is therefore a connected person of COFCOthe Company under the Listing Rules. Therefore, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions transaction contemplated under the COFCO International Master Loan Agreement and the Capital Increase Share Charge Agreement constitute constitutes a connected transactions of transaction for the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more of the certain applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, transaction contemplated under the Capital Increase Loan Agreement and the COFCO Fortune Equity Transfer Share Charge Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Loan Agreement and the Capital Increase Share Charge Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions THE EGM An EGM will be included convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. BII and its associates will abstain from voting at the EGM in respect of the resolution approving the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx and Xx. Xxxxx Xxxxx, has been established to advise the Independent Shareholders in respect of the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. The Independent Board Committee has appointed VC Capital Limited as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Loan Agreement, the Share Charge Agreement and the transactions contemplated thereunder. A circular containing, among other things, further particulars of the Loan Agreement and the Share Charge Agreement, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the EGM is expected to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunderor before 21 May 2019.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, Under the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. AccordinglyListing Rules, the transactions contemplated under the COFCO International Master Qianhaiwan Equity Transfer Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall Land Use Rights Confirmation Contract will be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rulestreated as if they were one transaction. As one or more of Since the applicable percentage ratios calculated set out in accordance with Rule 14.07 of the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement these transactions as aggregated are more than 5%, % but all of such applicable percentage ratios are less than 25%, the these transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company Company, and are subject to (i) the reporting, notification and announcement and Independent Shareholders’ approval requirements under Chapters Chapter 14 of the Listing Rules and (ii) the announcement, shareholders’ approval, circular and annual reporting requirements under Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions EGM will be included in convened for the circular to be despatched to purpose of considering, and if thought fit, approving the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Qianhaiwan Equity Transfer Agreement and the Capital Increase Agreement Land Use Rights Confirmation Contract. CMG and its associates are not in required to abstain from voting on the ordinary and usual course of business of resolutions approving the Company, the basis for determining the relevant consideration under the COFCO International Master Qianhaiwan Equity Transfer Agreement and the Capital Increase Agreement is fair and reasonable, and Land Use Rights Confirmation Contract at the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a wholeEGM. The An Independent Board Committee comprising all INEDs has been formed established to advise the Independent Shareholders on and the COFCO International Master Independent Financial Adviser has been engaged to advise the Independent Board Committee and the Independent Shareholders in respect of the Qianhaiwan Equity Transfer Agreement and the Capital Increase AgreementLand Use Rights Confirmation Contract. The As additional time is required to prepare the property valuation report for inclusion in the circular, the circular containing, among other things, the advice of the Independent Board CommitteeFinancial Adviser, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According Board Committee in relation to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Qianhaiwan Equity Transfer Agreement and the Capital Increase AgreementLand Use Rights Confirmation Contract, the property valuation report on the parcel of land held by Qianhaiwan Property and none the Jetty III Land and the notice of the INEDs has a material interest in EGM, is expected to be dispatched to the transactions thereunderShareholders on 7 November 2016.

LISTING RULES IMPLICATIONS. As COFCO International Singaporeat the date of this announcement, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCOwhilst HOWO Auto Finance Company’s equity interest is held directly by the Company as to 50%, the ultimate majority of the board of directors of HOWO Auto Finance Company is appointed and controlled by the Company, and therefore HOWO Auto Finance Company is a non-wholly owned subsidiary of the Company. Given that CNHTC, the controlling shareholder of the Company, they are therefore directly holds 20% of HOWO Auto Finance Company’s equity interest as at the date of this announcement, HOWO Auto Finance Company is also a connected persons subsidiary of the CompanyCompany pursuant to Rule 14A.16 of the Listing Rules. Accordingly, the transactions transaction contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute a connected transactions transaction under Chapter 14A of the Listing Rules on the part of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with (other than the Listing Rules profits ratio) in respect of the COFCO International Master Agreementthe capital contribution by the Company and Ji’nan Power pursuant to the Capital Increase Agreement are more than 0.1% but all are less than 5%, the entering into of the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions transaction contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and thereunder are subject to the reporting, reporting and announcement and Independent Shareholdersrequirements but are exempt from the independent shareholders’ approval requirements requirement under Chapters 14 and 14A of the Listing Rules. The Directors (other than TERMINATION OF CONTINUING CONNECTED TRANSACTIONS References are made to the INEDsannouncements of the Company dated 31 March 2016 and 30 August 2017, whose views and opinions will be included the circular of the Company dated 26 May 2016, respectively in relation to, among others, the Terminated Agreements. As mentioned in the circular to be despatched to the Shareholders) consider thatparagraph headed “The Capital Increase Agreement — Capital Increase” of this announcement, although the transactions contemplated under the COFCO International Master Agreement and upon completion of the Capital Increase Agreement are not in and the ordinary and usual course necessary applications for registration of business changes with the relevant PRC authority, HOWO Auto Finance Company will cease to be a connected subsidiary of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests . In view of the Company aforesaid and given the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account termination of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Prior Capital Increase Agreement, and none the Early Termination Agreements shall become effective and, pursuant to which, the Terminated Agreements shall be effective from the date when HOWO Auto Finance Company ceased to be a connected subsidiary of the INEDs has a material interest Company. Neither party is required to pay any compensation or penalty to the other party in respect of the transactions thereunderearly termination of the Terminated Agreements.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates at the date of COFCOthis announcement, the ultimate controlling shareholder Borrower, a non-wholly owned subsidiary of the Company, they are therefore is owned as to 49% by the Lender and hence, the Lender is a connected persons person of the CompanyCompany at the subsidiary level. Accordingly, the transactions contemplated under the COFCO International Master Loan Agreement and the Capital Increase Agreement Share Mortgage contemplated thereunder constitute connected transactions of between the Company. Given the Vendors, COFCO Trading Guangdong Group and the vendor of Lender at the transactions under subsidiary level. As the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Loan Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 Share Mortgage contemplated thereunder have been approved by the Board and 14A.81 the independent non-executive Directors have confirmed that the respective terms of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Loan Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof Share Mortgage are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders its shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise , the Independent Shareholders on the COFCO International Master Loan Agreement and the Capital Increase Agreement. The Independent Board CommitteeShare Mortgage contemplated thereunder will constitute a connected transaction which are subject to the reporting and announcement requirements but are exempt from the circular, taking into account independent financial advice and shareholders’ approval requirements under Rule 20.99 of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the GEM Listing Rules. According However, for the purpose of committing to higher corporate governance, the articles of association drawdown of the CompanyLoan is conditional upon, only among the INEDs shall vote on others, the approval of the COFCO International Master Loan Agreement and the Capital Increase Share Mortgage having been approved by the Shareholder(s) pursuant to Rule 20.34 or 20.35 of the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for such approval. Xx. Xxxxx Hei Yu, being the controlling Shareholder holding 3,765,987,973 Shares, representing approximately 70.57% of the issued Shares as at the date of this announcement, has given her written approval for the Loan Agreement, the Share Mortgage and none the transactions contemplated thereunder and such written approval can be accepted in lieu of holding a general meeting of the INEDs has Company pursuant to Rule 20.35 of the GEM Listing Rules. As a material interest result, no special general meeting of the Company will be convened for the purpose of approving the Loan Agreement and Share Mortgage pursuant to Rule 20.35 of the GEM Listing Rules. A circular containing, among the others, details of the Loan Agreement and the Share Mortgage as well as other information as required under the GEM Listing Rules is expected to be despatched to the Shareholders on or before 25 September 2020. If additional time is required for preparing the circular, the Company will apply for a waiver from strict compliance with Rule 20.44(2) of the GEM Listing Rules and thereafter publish an announcement in accordance with the transactions thereunderGEM Listing Rules.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat (i) GOME Holding is owned by the Controlling Shareholder and COFCO Trading Guangdong are his associates of COFCO, the ultimate controlling shareholder and is a connected person of the Company, they are therefore and (ii) Meixin Network is owned as to 60% by the Group and 40% by the Controlling Shareholder and his associates, Meixin Network is an associate of the Controlling Shareholder and a connected persons subsidiary of the Company, transactions between the Group and each of GOME Holding and Meixin Network constitutes connected transaction for the Company. AccordinglyAs the applicable percentage ratios (other than profits ratio) in respect of the transactions under each of the 2019 Master Merchandise Purchase Agreement and the 2019 Master Merchandise Supply Agreement are respectively expected to be more than 5% on an annual basis, the transactions contemplated under each of the COFCO International 2019 Master Merchandise Purchase Agreement and the Capital Increase 2019 Master Merchandise Supply Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall will be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholdersindependent shareholders’ approval requirements under Chapters 14 Chapter 14A of the Listing Rules. As the applicable percentage ratios (other than profits ratio) in respect of the transactions under each of the First 2019 Logistics Services Agreement, the Second 2019 Logistics Services Agreement, the First 2019 Warehouse Services Agreement, the Second 2019 Warehouse Services Agreement and the 2019 Property Development Management Services Agreement are respectively expected to be more than 0.1% but less than 5% on an annual basis, the transactions contemplated under these agreements will be subject to the reporting and announcement requirements set out in Rule 14A.34 of the Listing Rules and exempt from the independent shareholders’ approval requirement of Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs the independent non-executive Directors has been formed to advise the Independent Shareholders on the COFCO International terms of the 2019 Master Merchandise Purchase Agreement and the Capital Increase 2019 Master Merchandise Supply Agreement. The Independent Board Committee, taking into account of Platinum Securities Company Limited has been appointed as the recommendations of the IFA, will independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on in this regard. A circular containing, among other things, (i) further details about the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International 2019 Master Merchandise Purchase Agreement and the Capital Increase 2019 Master Merchandise Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and none the Independent Shareholders, (iii) the recommendations from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the INEDs has a material interest SGM will be dispatched to the Shareholders on or about 27 November 2018. The Controlling Shareholder and his associates will abstain from voting at the SGM. At the Board meeting held to approve the 2019 CCT Agreements, each of Xx. Xxx Xxxx Xxxx, Xx. Xxxxx Xxx Xxxx and Xx. Xx Sing Xxxx, is considered to be interested in the transactions thereundercontemplated under the 2019 CCT Agreements, and have abstained from voting at the Board meeting in respect of the resolutions proposed to approve such agreements.

LISTING RULES IMPLICATIONS. The provision of the Entrusted Loan by the Company to Nanyang Properties constituted a discloseable transaction under Chapter 19 of the GEM Listing Rules and would have been subject to reporting and announcement requirements. The provision of the Entrusted Loan by the Company to Nanyang Properties also constituted financial assistance provided by the Company not in the ordinary and usual course of business for the benefit of a connected person. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat the relevant percentage ratios of the Entrusted Loan Agreement were more than 2.5% and COFCO Trading Guangdong are associates the total value of COFCOthe assistance exceeded HK$10,000,000, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are Entrusted Loan would have been subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and 14A Chapter 20 of the GEM Listing Rules. Further, pursuant to Rule 17.15 of the GEM Listing Rules, a disclosure obligation arose when the Company entered into the Entrusted Loan Agreement as the provision of the Entrusted Loan exceeded the 8% threshold of the assets ratio. The Directors (other than Company admits that it had overlooked the INEDsrequirements to comply with the relevant provisions under Chapters 17, whose views 19 and opinions will be included in 20 of the circular to be despatched GEM Listing Rules at the time when it entered into the Entrusted Loan Agreement. The Company has forthwith admitted the breaches to the Shareholders) consider thatStock Exchange and has taken steps to rectify the breach, although including by way of this announcement. As the transactions contemplated under the COFCO International Master Agreement Entrusted Loan and the Capital Increase Agreement are not in the ordinary and usual course of business of interest accrued thereon have been fully repaid to the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests Independent Shareholders’ approval of the Entrusted Loan could not be retroactively sought. Accordingly, the Company and will not convene a general meeting to approve the Shareholders as a wholeEntrusted Loan. The An Independent Board Committee comprising all INEDs has been formed will be established to advise the Independent Shareholders on in relation to the COFCO International Master Agreement and Entrusted Loan. An Independent Financial Adviser will be appointed by the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will Company to advise the Independent Board Committee and the Independent Shareholders on in relation to the matters under Rule 14A.40 Entrusted Loan as if there shall be a general meeting of the Listing RulesCompany to approve the Entrusted Loan Agreement. According A circular containing, among others, further details of the Entrusted Loan Agreement together with a letter from the Independent Board Committee to the articles of association of Independent Shareholders and a letter from the Company, only Independent Financial Adviser to the INEDs shall vote on the approval of the COFCO International Master Agreement Independent Board Committee and the Capital Increase Agreement, and none of Independent Shareholders will be despatched to the INEDs has a material interest in the transactions thereunderShareholders as soon as practicable.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the The transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement Contractual Arrangements constitute continuing connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions our Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect upon [REDACTED] as two of the COFCO International Master Agreementparties to the Contractual Arrangements, namely Xiangshang Investment and Hygeia Hospital Management, are connected persons of our Company. Our Directors (including the Capital Increase Agreement independent non-executive Directors) are of the view that the Contractual Arrangements and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and thereunder are subject fundamental to the reportinglegal structure and business of our Group, announcement that such transactions have been and Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not entered into in the ordinary and usual course of business of the Companyour Group, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are fair and reasonable and in the interests of the our Company and the our Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed Accordingly, notwithstanding that the transactions contemplated under the Contractual Arrangements and any new transactions, contracts and agreements related thereto or renewal of existing transactions, contracts and agreements to advise be entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, and any member of our Group (the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account “New Intergroup Agreements”) technically constitute our continuing connected transactions under Chapter 14A of the recommendations of Listing Rules after the IFA[REDACTED], will advise our Directors consider that, given that our Group is placed in a special situation in relation to the Independent Shareholders on connected transactions rules under the matters Contractual Arrangements, it would be unduly burdensome and impracticable, and would add unnecessary administrative costs to our Company if such transactions are subject to strict compliance with the requirements set out under Rule 14A.40 Chapter 14A of the Listing Rules, including, among others, announcement, circular and independent Shareholders’ approval requirements. According WAIVERS APPLICATIONS FOR NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS Hospital Management and Operation Agreements In respect of the Hospital Management and Operation Agreements, we have applied to the articles of association Stock Exchange for, and the Stock Exchange [has granted], a waiver from strict compliance with (i) the announcement requirement under Chapter 14A of the Company, only the INEDs shall vote on the approval Listing Rules in respect of the COFCO International Master Agreement transactions contemplated under the Hospital Management and Operation Agreements pursuant to Rule 14A.105 of the Capital Increase AgreementListing Rules, and none (ii) the requirement of limiting the term of the INEDs has a material interest in Hospital Management and Operation Agreements to three years or less under Rule 14A.52 of the transactions thereunderListing Rules, subject to the condition that the annual caps stated above are not exceeded.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, Hanergy Holding is the ultimate controlling shareholder Shareholder of the Company, they are Company and is therefore a connected persons person of the Company. Accordingly, the transactions contemplated Company under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more such, the entering into of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Supply Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the COFCO International Master Agreement Listing Rules, which is subject to reporting and announcement requirements, and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements at the SGM by way of poll under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (Hanergy Holding and its associates are required to abstain from voting on the resolution to be proposed at the SGM to approve the Master Supply Agreement and the Annual Caps. Hanergy Holding and its associates were interested in 30,452,024,510 Shares, representing approximately 73.14% of the issued share capital of the Company. Save for Xx. Xx Xxxxx who is also a substantial shareholder of Hanergy Holding, no other than the INEDs, whose views and opinions will be included Director has material interest in the circular to be despatched to the Shareholders) consider that, although Master Supply Agreement and the transactions contemplated under thereunder, and as such, no other Director has abstained from voting on the COFCO International Board resolutions to approve the Master Supply Agreement and the Capital Increase Agreement are not in transactions contemplated thereunder. The Independent Board Committee (which consists all the ordinary and usual course of business independent non-executive Directors) has been established to consider the terms of the Company, Master Supply Agreement (including the basis for determining Annual Caps) and to advise the relevant consideration under Independent Shareholders as to whether the COFCO International terms of the Master Supply Agreement (including the Annual Caps) and the Capital Increase Agreement is fair and reasonable, and the terms thereof transactions contemplated thereunder are fair and reasonable, on normal commercial terms terms, fair and are reasonable and in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed , and to advise the Independent Shareholders on after taking into account the COFCO International recommendations given by the independent financial adviser. The Company has appointed Xxxxxx Financial as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders to consider the terms of the Master Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder. A circular containing, among other things, further details of the Master Supply Agreement and the Capital Increase Agreement. The transactions contemplated thereunder, a letter of recommendation from the Independent Board Committee, taking into account a letter of advice from the recommendations of independent financial adviser to the IFA, will advise Independent Board Committee and the Independent Shareholders on the matters under Rule 14A.40 Master Supply Agreement and a notice convening the SGM will be despatched to the Shareholders within 15 business days after publication of this announcement in compliance with the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder applicable percentage ratios in respect of the Company, they proposed Annual Caps exceed 25% and the proposed Annual Caps are therefore connected persons of the Company. Accordinglymore than HK$10,000,000, the transactions contemplated under the COFCO International Master IAM Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and announcement, Independent Shareholders’ approval and the annual review requirements under Chapters 14 and 14A Chapter 20 of the GEM Listing Rules. The Directors (other than the INEDs, whose views and opinions EGM will be included convened at which ordinary resolution(s) will be proposed to consider and, if thought fit, to approve the IAM Agreement and all other transactions contemplated thereunder as well as the proposed Annual Caps. As at the date of this announcement, Master Link, Allied Target and Xxxxxxx Capital are entitled to exercise their respective voting rights with respect to Shares representing approximately 47.64%, 4.80% and 17.23% of the issued share capital of the Company. As the IAM Agreement is conditional upon the Share Purchase Completion and Subscription Completion having taken place, Master Link, Allied Target, Xxxxxxx Capital and their respective associates are deemed to have material interests in the circular IAM Agreement. In the event that the EGM is to be despatched to held before the Shareholders) consider thatCompletion takes place, although Master Link, Allied Target, Xxxxxxx Capital and their respective associates shall abstain from voting on the transactions contemplated under resolutions for approving the COFCO International Master IAM Agreement and the proposed Annual Caps at the EGM. In the event that the Completion has taken place before the date of the EGM, Zhongzhi Capital Increase Agreement are not and its associates (including Jinhui and Xxxx Xxxx) shall abstain from voting at the EGM. Xx. Xxxxx, who is deemed to have material interests in the ordinary and usual course of business of IAM Agreement for the Companysame reasons, the basis for determining had abstained from voting on the relevant consideration under Board resolutions passed to approve the COFCO International Master IAM Agreement and the Capital Increase proposed Annual Caps. No other Directors were required to abstain from voting on the aforementioned Board resolutions. The IBC comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in respect of the IAM Agreement is fair and reasonable, and the proposed Annual Caps. An independent financial adviser will be appointed by the Company to make recommendations to the IBC and the Independent Shareholders as to whether the terms thereof of the IAM Agreement and the proposed Annual Caps are fair and reasonable, on normal commercial terms reasonable and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed A circular containing, amongst other things, (i) details of the IAM Agreement; (ii) a letter from the IBC to advise the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the IBC and the Independent Shareholders; and (iv) a notice of the EGM will be despatched to the Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunderor before 26 February 2016.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder of the Company, they are therefore connected persons of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions Shanghai Pharmaceuticals is a promoter of the Company and are subject to a substantial Shareholder, and therefore is a connected person of the reporting, announcement and Independent Shareholders’ approval requirements Company under Chapters 14 and 14A of the Listing Rules. The Directors (other than Transactions under the INEDs, whose views Sales and opinions Distribution Agreement will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not carried out on a continuing or recurring basis in the ordinary and usual course of business of the CompanyCompany and therefore, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests constitute continuing connected transactions of the Company and under the Shareholders as a wholeListing Rules. The Independent Board Committee comprising all INEDs has been formed to advise Since the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account highest applicable percentage ratio in respect of the recommendations of proposed annual caps for the IFAtwo years ending 31 December 2020 for the Transactions under the Sales and Distribution Agreement exceeds 5%, will advise the Transactions are subject to the reporting, announcement, annual review and Independent Shareholders on the matters Shareholders’ approval requirements under Rule 14A.40 Chapter 14A of the Listing Rules. According to the articles of association Shanghai Pharmaceuticals and its associates, holding approximately 22.77% of the Companytotal issued share capital of the Company as at the date of this announcement, only the INEDs shall vote are required to abstain from voting on the approval of resolution at the COFCO International Master EGM for approving the Sales and Distribution Agreement and the Capital Increase Agreementproposed annual caps. Save as mentioned above, to the best of the Directors’ knowledge, information and belief, none of the INEDs other Shareholders has any material interest in the Transactions and therefore will be required to abstain from voting on the relevant resolution at the EGM. Xx. Xxxx Xx, the Director, has abstained from voting on the Board resolution approving the Sales and Distribution Agreement since he serves as a director at Shanghai Pharmaceuticals. Save as mentioned above, no other Director has a material interest in the transactions thereunderTransactions and hence no other Director has abstained from voting on such Board resolution. The Board has appointed the Independent Board Committee, comprising four independent non-executive Directors, to advise the Independent Shareholders in relation to the Sales and Distribution Agreement and the proposed annual caps. The Independent Financial Adviser, Grande Capital Limited, has also been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) details of the Sales and Distribution Agreement and the proposed annual caps; (ii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee on the Sales and Distribution Agreement and the proposed annual caps; and (iii) a letter from the Independent Board Committee containing its recommendation on the Sales and Distribution Agreement and the proposed annual caps, is expected to be despatched to the Shareholders on or before 11 October 2019, since the Company needs more time to prepare and finalise certain information to be contained in the circular. GENERAL INFORMATION The Company is principally engaged in the research, development and selling of self- developed bio-pharmaceutical know-how, carrying out contracted research for customers, manufacturing and selling of medical products in the PRC. Shanghai Pharmaceuticals is a joint stock limited company incorporated in the PRC, whose A shares and H shares are listed on the Shanghai Stock Exchange and the Stock Exchange respectively. Shanghai Pharmaceuticals is principally engaged in research and development, manufacturing and sale of a broad range of pharmaceutical and healthcare products; pharmaceutical distribution, warehousing, logistics, and other value-added pharmaceutical supply chain solutions and related services to pharmaceutical manufacturers and dispensers, such as hospitals, distributors and retail pharmacies; and operation of a network of retail pharmacy stores.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCOBloomage Property is ultimately owned as to 100% by Xx. Xxxx, the ultimate chairman, controlling shareholder shareholder, and an executive Director of the Company. As such, they are therefore Bloomage Property is a connected persons person of the Company. Accordingly, the transactions contemplated under the COFCO International Master Renewed 2016 Property Leasing Agreement and the Capital Increase Agreement transactions contemplated thereunder constitute continuing connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more of all the applicable percentage ratios calculated in accordance with for the Listing Rules in respect of transactions contemplated under the COFCO International Master Agreement, the Capital Increase Renewed 2016 Property Leasing Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 255%, the transactions contemplated under the COFCO International Master Renewed 2016 Property Leasing Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are is subject to the reporting, annual review and announcement and Independent Shareholdersrequirements, but is exempted from the independent shareholders’ approval requirements requirement under Chapters 14 and Chapter 14A of the Listing Rules. To the best knowledge, information and belief of the Company having made all reasonable enquiries, as at the date of this announcement, none of the Directors, save for Xx. Xxxx, have any material interests in the Renewed 2016 Property Leasing Agreement and transactions contemplated thereunder. As such, no Director, save for Xx. Xxxx, is required to abstain from voting on the relevant board resolutions to approve the Renewed 2016 Property Leasing Agreement. INTERNAL CONTROL FOR THE GROUP’S CONTINUING CONNECTED TRANSACTIONS The Directors (other than pricing policy for all the INEDs, whose views and opinions continuing connected transactions of the Group will be included supervised and monitored by the relevant personnel and management of the Group in charge to ensure the circular to relevant continuing connected transaction is conducted on normal commercial terms and will not be despatched prejudicial to the Shareholders) consider that, although interests of the Company and its Shareholders as a whole. The relevant personnel and management of the Group will conduct regular checks to review and assess whether the transactions contemplated under the COFCO International Master Agreement relevant continuing connected transaction are conducted in accordance with the terms of its respective agreement and will also regularly update the Capital Increase Agreement are not in market price for the ordinary and usual course purpose of business of considering if the Company, the basis price charged for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement a specific transaction is fair and reasonable. The independent non-executive Directors would continue to review the transactions contemplated under the relevant continuing connected transaction and its auditors would also conduct an annual review on the pricing terms and annual cap thereof. Accordingly, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the relevant continuing connected transaction have been and the terms thereof are fair and reasonable, will be conducted on normal commercial terms and are in not prejudicial to the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.

LISTING RULES IMPLICATIONS. As COFCO International SingaporeThe Rights Issue, Great Wall Investmentsif proceeded with, Sino Agri-Tradewill increase the issued share capital of the Company by more than 50%, HK Ming Fat In accordance with Rule 7.19A and COFCO Trading Guangdong are associates Rule 7.27A of COFCOthe Listing Rules, the ultimate Rights Issue is conditional on approval by the Independent Shareholders (comprising both the Qualifying Shareholders and the Non-Qualifying Shareholders) at the SGM at which the controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) relating to the Rights Issue at the SGM. As at the date of this announcement, the Company does not have any controlling shareholders. As such, the Directors (excluding independent non-executive Directors) and their associates shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. The Underwriter, Eastmount Global Limited, is wholly-owned by the trustee of a family trust under which Xx. Xx Xxxxxx, being an executive Director, is a discretionary beneficiary. The Underwriter shall abstain from voting in favour of the resolution(s) to approve the Rights Issue, the Placing Agreement, the Underwriting Agreement and the transactions contemplated thereunder at the SGM. Save for the interest of Xx. Xx Xxxxxx in the Shares held by the Underwriter through her role as a discretionary beneficiary of the discretionary trust by virtue of Part XV of the SFO as disclosed above, as at the date of this announcement, none of the Directors holds any Shares. Further, the Underwriter, Eastmount Global Limited, is a substantial shareholder of the Company, they are Company and therefore a connected persons person of the Company. Accordingly, the transactions transaction contemplated under the COFCO International Master Agreement and the Capital Increase Underwriting Agreement constitute a connected transactions of transaction for the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Underwriting Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included Underwriter shall abstain from voting in the circular to be despatched relation to the Shareholdersresolution(s) consider that, although in relation to the transactions contemplated under Underwriting Agreement at the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Company, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed SGM pursuant to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 14A.36 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCOIn accordance with HKFRS 16 “Leases”, the ultimate Group will recognise the value of the right-of-use assets and related lease liability in its consolidated statements of the financial position in connection with the lease of Premises A under the Lease Agreement. Accordingly, the entering into of the Lease Agreement and the transactions contemplated thereunder will be regarded as acquisitions of assets by the Group under Chapter 14A of the Listing Rules. As Xxxxxxx Xxxxxxxx is owned by Xx. Xxxxx (an executive Director, chairman of the Board and the controlling shareholder of the Company) as to 80% as at the date of this announcement, they are therefore Xxxxxxx Xxxxxxxx is a connected persons person of the CompanyCompany under the Listing Rules. Accordingly, the transactions contemplated under the COFCO International Master Lease Agreement and the Capital Increase Renovation Agreement constitute connected transactions for the Company under Chapter 14A of the CompanyListing Rules. Given On a standalone basis, each of the Vendors, COFCO Trading Guangdong and highest applicable percentage ratios (as defined under the vendor Listing Rules) in respect of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Lease Agreement and the COFCO Fortune Equity Transfer Renovation Agreement shall be aggregated pursuant exceeds 0.1% but is less than 5%, the Lease Agreement and the Renovation Agreement contemplated thereunder are subject to Rules 14.22 the announcement, reporting and 14A.81 annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more of both the Lease Agreement and the Renovation Agreement are entered into by Tianjin Bingang with the same party concerning the Premises A within a 12-month period, the Lease Agreement and the Renovation Agreement may be aggregated by the Stock Exchange pursuant to the Listing Rules. As the highest applicable percentage ratios calculated in accordance with the Listing Rules ratio (on an aggregate basis) in respect of the COFCO International Master Agreement, transactions contemplated under the Capital Increase Lease Agreement and the COFCO Fortune Equity Transfer Renovation Agreement are more exceeds 0.1% but is less than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Lease Agreement and the Capital Increase Renovation Agreement are therefore constitute discloseable and connected transactions of the Company and are subject to the reportingannouncement, announcement reporting and Independent annual review requirements but exempt from the circular and independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider confirmed that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business of the Companysave for Xx. Xxxxx, the basis for determining the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonable, and the terms thereof are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has them have a material interest in the Lease Agreement, the Renovation Agreement and the transactions contemplated thereunder. As such, Xx. Xxxxx had not participated in the discussions of the relevant resolution in the relevant Board meeting and abstained from voting on the Board resolution approving the Lease Agreement, the Renovation Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong the relevant percentage ratios of the Acquisition exceed 5% but are associates of COFCOunder 25%, the ultimate controlling shareholder Acquisition constitutes a discloseable transaction of the Company, they are therefore connected persons Company under Chapter 14 of the Company. Accordingly, Listing Rules and is subject to the transactions contemplated under the COFCO International Master Agreement announcement and the Capital Increase Agreement constitute connected transactions of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 of reporting requirements in the Listing Rules. As one or more Vendor 1 and Vendor 2 are connected persons of the applicable percentage ratios calculated in accordance with Company under Chapter 14A of the Listing Rules in respect by virtue of their being associates of Xx. Xx, an executive Director and the COFCO International Master Agreementultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and Acquisition also constitutes a connected transactions transaction of the Company and are which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing Rules. The Directors (other than the INEDsAs Vendor 1 and Vendor 2 are associates of Xx. Xx, whose views and opinions will be included Xx. Xx is considered to have a material interest in the circular Acquisition and has abstained from voting on the board resolutions of the Company to be despatched to approve the Shareholders) consider that, although Agreement and the transactions contemplated under thereunder. Save for the COFCO International Master aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the Capital Increase transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement are not in and the ordinary and usual course transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of business the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the basis for determining resolution of the relevant consideration under Company in approving the COFCO International Master Agreement and the Capital Increase transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement is fair and reasonable, and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms thereof of the Agreement are fair and reasonable, on normal commercial terms and are fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a wholewhole and as to voting at the SGM. The Independent Board Committee comprising all INEDs has been formed An independent financial adviser will be appointed to advise the Independent Shareholders on the COFCO International Master Agreement Board Committee and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 in this regard. A circular containing, among other things, (i) details of the Listing Rules. According to the articles of association of Agreement; (ii) information about the Company, only the INEDs shall vote on Target and the approval Subject Companies; (iii) the recommendation from the Independent Board Committee in respect of the COFCO International Master Agreement Acquisition; (iv) the letter of advice from the independent financial adviser to the Independent Board Committee and the Capital Increase Agreement, and none Independent Shareholders in respect of the INEDs has a material interest in the transactions thereunder.Acquisition; and

LISTING RULES IMPLICATIONS. As COFCO International Singapore, Great Wall Investments, Sino Agri-Trade, HK Ming Fat and COFCO Trading Guangdong are associates of COFCO, the ultimate controlling shareholder The entering into of the Company, they are therefore connected persons of the Company. Accordingly, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement Disposal constitute connected transactions a major transaction on the part of the Company. Given Company under Chapter 14 of the Vendors, COFCO Trading Guangdong Listing Rules and are subject to the announcement and the vendor of the transactions Shareholders’ approval requirements under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14 of the Listing Rules. As one or more Xx. Xxxx is a connected person of the applicable percentage ratios calculated in accordance with Company, the Listing Rules in respect entering into of the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement transactions contemplated thereunder constitute a connected transaction on the part of the Company under Chapter 14A of the Listing Rules. As the relevant percentage ratios on an annual basis are more than 5%, but all of such applicable percentage ratios are less than 25%, the Agreement and the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and thereunder are subject to the reportingto, announcement and among others, Independent Shareholders’ approval requirements under Chapters 14 and 14A of the Listing Rules. The Directors (other than the INEDs, whose views and opinions An EGM will be included in convened and held for the circular Independent Shareholders to be despatched to approve the Shareholders) consider that, although Agreement and the transactions contemplated under thereunder. Xx. Xxxx and his associates shall abstain from voting regarding the COFCO International Master relevant resolution(s) approving the Agreement and the Capital Increase Agreement are not transactions contemplated thereunder at the EGM. As at the date of this announcement, Xx. Xxxx is interested in 82,920,000 Shares, representing approximately 1.70% of the ordinary and usual course of business issued share capital of the Company. Save as disclosed, to the basis for determining best knowledge, information and belief of the relevant consideration under Directors and having made reasonable enquiries, no other Shareholder is involved in or interested in the COFCO International Master Disposal which requires him to abstain from voting on the proposed resolution(s) to approve the Disposal at the EGM. Xx. Xxxx has abstained from voting at the board meeting approving the Agreement due to his interests in the Agreement and the Capital Increase Disposal. The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders regarding the Agreement is fair and reasonable, and the transactions contemplated thereunder. The Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms thereof of the Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms terms, fair and are reasonable and in the interests of the Company and the Independent Shareholders as a whole. The A circular containing, among others, (1) details of the Agreement; (2) letter from the Independent Board Committee comprising all INEDs has been formed to advise setting out the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According recommendation in relation to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunder.;

LISTING RULES IMPLICATIONS. As COFCO International SingaporeAt the material time of the entering into of the Loan Transaction, Great Wall InvestmentsYingtan was a non-wholly owned subsidiary of the Company and was owned as to 51% by the Borrower, Sino Agri-Trade46% by Sanchuan Water Supply and 3% by Yingtan Water Supply, HK Ming Fat respectively. At the material time of the entering into of the Loan Transaction, to the best of the knowledge, information and COFCO Trading Guangdong are associates belief of COFCOthe Directors and having made all reasonable enquiries, the ultimate Lender was a controlling shareholder of Sanchuan Intelligence Technology, which in turn was the Companyholding company of Sanchuan Water Supply. As Sanchuan Water Supply was a substantial shareholder of Yingtan as at the material time when the Loan Transaction was entered into, they are therefore the Lender was thus a connected persons person of the CompanyCompany at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under Loan Transaction constituted a connected transaction on the COFCO International Master Agreement and the Capital Increase Agreement constitute connected transactions part of the Company. Given the Vendors, COFCO Trading Guangdong and the vendor of the transactions Company under the COFCO Fortune Equity Transfer Agreement dated 25 May 2017 are all associates of COFCO, therefore, the COFCO International Master Agreement, the Capital Increase Agreement and the COFCO Fortune Equity Transfer Agreement shall be aggregated pursuant to Rules 14.22 and 14A.81 Chapter 14A of the Listing Rules. As one or more all of the applicable percentage ratios calculated ratio(s) (as defined under the Listing Rules) in accordance respect of the Loan Transaction are below 5%, the Loan Transaction constituted a connected transaction which is subject to reporting and announcement requirements but is exempt from the circular, independent financial advice and independent Shareholders’ approval requirements under Rule 14A.76 of the Listing Rules. * For identification purpose only It is respectfully submitted that the Company should have complied with the relevant notification and announcement requirements under Chapter 14A of the Listing Rules in respect of the COFCO International Master AgreementLoan Transaction, as and when such obligations arose. Regrettably, due to the oversight of a then executive Director who failed to report the Loan Transaction to the Board at the material time, the Capital Increase Agreement requirements to comply with the relevant notification and the COFCO Fortune Equity Transfer Agreement are more than 5%, but all of such applicable percentage ratios are less than 25%, the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement therefore constitute discloseable and connected transactions of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapters 14 and Chapter 14A of the Listing RulesRules had been overlooked. The Directors (other than On 4 November 2020, the INEDsBorrower, whose views and opinions will be included in the circular to be despatched to the Shareholders) consider that, although the transactions contemplated under the COFCO International Master Agreement and the Capital Increase Agreement are not in the ordinary and usual course of business being an indirect wholly-owned subsidiary of the Company, as borrower, entered into the basis for determining Loan Agreement with the relevant consideration under the COFCO International Master Agreement and the Capital Increase Agreement is fair and reasonableLender, and the terms thereof are fair and reasonableas lender, on normal commercial terms and are pursuant to which a loan in the interests amount of RMB10,000,000 (equivalent to approximately HK$11,647,000) at an interest rate of 2% per month was advanced by the Company and the Shareholders as a whole. The Independent Board Committee comprising all INEDs has been formed to advise the Independent Shareholders on the COFCO International Master Agreement and the Capital Increase Agreement. The Independent Board Committee, taking into account of the recommendations of the IFA, will advise the Independent Shareholders on the matters under Rule 14A.40 of the Listing Rules. According Lender to the articles of association of the Company, only the INEDs shall vote on the approval of the COFCO International Master Agreement and the Capital Increase Agreement, and none of the INEDs has a material interest in the transactions thereunderBorrower.