Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Xx. Xxxx is a wholly-owned subsidiary connected person of the Company by virtue of him being an executive Director and the chairman of the Company who is also a controlling shareholder of the Company. So far as As the Directors are able counterparties to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts each of the family of Dr. the XxxMaster Services Agreements are Xx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Thereforehis associates, the transactions Transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Master Services Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation Rules and have to be aggregated under Rule 14A.25 Rules 14A.81 and 14A.83 of the Listing Rules. Sun City Gaming Promotion, the estimated amounts counterparty to the 2019 Travel Products Supply Agreement of which Sun Travel is the service provider, is also a connected person of the transactions Company for being an associate of Xx. Xxxx as it is wholly-owned by him. The Transactions contemplated under the Staunton Sub-agency Letter Agreement are required Master Services Agreements have to be aggregated with those under the estimated total amounts 2019 Travel Products Supply Agreement in determining the requirements of Chapter 14A of the transactions Listing Rules as are applicable to the former. As the highest applicable percentage ratios of the Annual Caps for the Transactions contemplated under the Park Rise Sub-agency Letter Agreement and Master Services Agreements, whether on their own or when aggregated with the Headland Agency Letter Agreement on an annual basis. Prior to the entering into highest of the Staunton Sub-agency Letter Agreement, the transactions annual caps contemplated under the Park Rise Sub-agency Letter Agreement and 2019 Travel Products Supply Agreement, are expected to be less than 5% but the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold total consideration (on an aggregated annual basis) is expected to be more than HK$3,000,000, and the Transactions contemplated under the Master Services Agreements are therefore exempt from subject to the reporting, announcement and annual review requirements but exempt from the independent shareholdersShareholders’ approval requirements under requirement pursuant to Rule 14A.33 14A.76(2)(a) of the Listing Rules. However, as Xx. Xxxx has a result material interest in the Transactions contemplated under the Master Services Agreements and has abstained from voting on the resolution of the aggregation of all three transactionsBoard approving the Master Services Agreements. Save as disclosed above, one none of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included Directors had a material interest in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeTransactions.

LISTING RULES IMPLICATIONS. As at the Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreement were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of this announcementthe Fourth Entrusted Loan Agreement, HREAL the Fourth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Fourth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fourth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a whollynon-wholly owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts Chengdu Logistics is a non-wholly owned subsidiary of the family of Dr. the Xxx. Xxx Xxxx Xxx, who FCL which is the chairman and executive Director of the Boarda substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, HDAL and Long Hope are regarded as Chengdu Logistics is a connected persons person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. ThereforeAs a result, the entering into the Fourth Entrusted Loan Agreement between Shanghai Zhongjun and Chengdu Logistics constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sales Agency/SubFourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-agency Letter Agreements, being activities carried out executive Directors) have confirmed that the Fourth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions interests of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rulesand its shareholders as a whole, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required such transaction is only subject to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.33 14A.101 of the Listing Rules. However, as a result None of the aggregation of all three transactionsDirectors have a material interest in the Fourth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, one none of the relevant applicable percentage ratios calculated under Directors has abstained from voting on the Listing Rules with reference to the aggregate resolutions of the estimated annual caps Board for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 approval of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeFourth Entrusted Loan Agreement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Xx. Xxxxxx, the controlling shareholder of the Company is interested in 685,485,000 Shares representing approximately 66.07% of the total issued Shares of the Company and is a wholly-owned subsidiary connected person of the Company. So far As Xxxxxxxx XX (also known as the Directors are able to ascertain after making reasonable enquiries, both HDAL Tenant III) and Long Hope Tenant I are companies indirectly controlled beneficially owned by the private trusts of the family of Dr. the Xx. Xxxxxx and Xxx. Xxx Xxxx XxxXxxxxx, who is the chairman his spouse, Xxxxxxxx XX and executive Director of the Board. Accordingly, HDAL and Long Hope Tenant I are regarded as therefore also connected persons of the Company under Chapter 14A of the Listing Rules. ThereforeAccordingly, the transactions contemplated under entering into the Sales Agency/Sub-agency Letter AgreementsLease Agreement I, being activities carried out in the ordinary Lease Agreement II and usual course of business of the Group and expected to continue and extend over a period of time, Lease Agreement III constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with As in aggregate, the highest amount of the Annual Caps I and Annual Caps III for the Lease Agreement I and Lease Agreement III respectively exceeds HK$3,000,000 and the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceeds 0.1% but all applicable percentage ratios are below 5%, the entering into the Lease Agreement I and Lease Agreement III are only subject to the reporting, announcement and annual review requirements but is exempt from the Independent shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules. For the transaction contemplated under the Lease Agreement II, as the highest amount of Annual Caps II for aggregation the Lease Agreement II exceeds 5% of an applicable percentage ratio under the Listing Rules and the Annual Caps II are more than HK$10,000,000, the transaction contemplated under the Lease Agreement II (including the Annual Caps II) are subject to the reporting, announcement and approval from independent Shareholders requirements under the Listing Rules. Furthermore, as the terms of the Lease Agreement I and the Lease Agreement II exceed 3 years, pursuant to Rule 14A.25 14A.52 of the Listing Rules, the estimated amounts Company will have to engage the Independent Financial Adviser to review the Lease Agreement I and the Lease Agreement II, and confirm that it is in the normal business practice for contracts of this type to be of such duration. Please refer to the section headed “The View of the Independent Financial Adviser” for further details of the Independent Financial Adviser’s opinion in respect of the duration of the Lease Agreement I below. The view of the Independent Financial Adviser in respect of the Lease Agreement II will be contained in the circular to be issued to Shareholders. In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Tenant I and Xxxxxxxx XX (also known as Xxxxxx XXX), Xx. Xxxxxx and Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx, an executive Director, were not presented at the board meeting and had abstained from voting in relation to the board resolution in approving the Lease Agreement I (including the Annual Caps I), the Lease Agreement II (including the Annual Caps II) and the Lease Agreement III (including the Annual Caps III). An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the terms of the Lease Agreement II (including the Annual Caps II), and Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same. The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Lease Agreement II and the transactions contemplated under thereunder (including the Staunton Sub-agency Letter Annual Caps II). In view of the interest of Xx. Xxxxxx and Xxx. Xxxxxx in Xxxxxxxx XX, Xx. Xxxxxx, Xxx. Xxxxxx and their respective associates (including Xx. Xxxxxx Xxxx Xxxxx, son of Xx. Xxxxxx and Xxx. Xxxxxx) will abstain from voting in relation to the resolution(s) to approve the Lease Agreement are required II (including the Annual Caps II) at the EGM. A circular containing, amongst other things, further information on the terms of the Lease Agreement II (including the Annual Caps II), a letter from the Independent Board Committee, an opinion of the Independent Financial Adviser, together with a notice to convene an extraordinary general meeting to approve the Lease Agreement II (including the Annual Caps II), is expected to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior issued to the entering into of the Staunton Sub-agency Letter AgreementShareholders as soon as possible and in any event, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under no later than 14 September 2016. THE VIEW FROM THE INDEPENDENT FINANCIAL ADVISER Pursuant to Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 14A.52 of the Listing Rules, when applicablethe term of an agreement governing continuing connected transactions of an issuer must not exceed three years except in special circumstances where the nature of the transaction requires the agreement to be of a longer duration. As the term of the Lease Agreement I exceeds three years, from time Vinco Capital has been appointed as the Independent Financial Adviser to time.opine on the terms of and to confirm that it is normal business practice for agreements of the same type as the Lease Agreement I to be of such duration. In assessing the reasonableness for the duration of the Lease Agreement I to be longer than three years, Vinco Capital has considered the following factors:

LISTING RULES IMPLICATIONS. CTS (Holdings) is a connected person of the Company by virtue of being a substantial shareholder. As at China CTS holds the date entire issued share capital of this CTS (Holdings), China CTS and the China CTS Group are connected person of the Company under the Listing Rules. CTS Finance is a non wholly-owned subsidiary of China CTS and is therefore a connected person of the Company. Accordingly, the transactions contemplated under the 2018 Financial Services Framework Agreement and the 2019 Financial Services Supplemental Agreement constitute continuing connected transactions for the Company under the Listing Rules. Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the financial assistance given by CTS Finance, the Loan Services are fully exempt from the reporting, announcement, HREAL annual review and independent shareholders’ approval requirements under the Listing Rules. It is expected that the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the fees in connection with the Comprehensive Credit Line Services (excluding the Loan Services), the Entrustment Loan Services and the Cross-Border RMB Cash Pooling Services will be on an annual basis less than 0.1%, the Comprehensive Credit Line Services (excluding the Loan Services), the Entrustment Loan Services and the Cross-Border RMB Cash Pooling Services are fully exempt from the reporting, announcement, annual review and the independent shareholders’ approval requirements under the Listing Rules. The Company will comply with the reporting, announcement, annual review and Independent Shareholders’ approval requirements under the Listing Rules, where applicable, if the transaction amount of such service exceeds the de minimis threshold under Rule 14A.76 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Revised Deposit Caps under the 2019 Financial Services Supplemental Agreement exceeds 5% and HK$10,000,000, the Deposit Service (including the Revised Deposit Caps) constitute continuing connected transactions and is subject to the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules. Further, as the Deposit Services constitute provision of financial assistance under Rule 14.04(1)(e) of the Listing Rules, and the relevant applicable percentage ratio for the Deposit Service (including the Revised Deposit Caps) is higher than 25% and less than 75% on an annual basis, the Deposit Services (including the Revised Deposit Caps) itself constitute a major transaction under Chapter 14 of the Listing Rules. Pursuant to Rule 14.22 of the Listing Rules, the transactions contemplated under the First Financial Assistance and the Second Financial Assistance would be aggregated with the Deposit Services (including the Revised Deposit Caps) and be treated as if they were one transaction. As the relevant applicable percentage ratio for the Deposit Services (including the Revised Deposit Caps), after aggregation with the First Financial Assistance and the Second Financial Assistance, is still higher than 25% and less than 75% on an annual basis, the Deposit Services (including the Revised Deposit Caps), after aggregation with the First Financial Assistance and the Second Financial Assistance, constitute a major transaction and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. A circular containing, among others, further details of the 2018 Financial Services Framework Agreement and the 2019 Financial Services Supplemental Agreement (including the Revised Deposit Caps), the respective advice of the Independent Financial Adviser and the Independent Board Committee and the notice of EGM is expected to be dispatched to the Shareholders on or before 7 November 2019. BACKGROUND INFORMATION Reference is made to the announcement of the Company dated 8 November 2018 in relation to the 2018 Financial Services Framework Agreement entered into between the Company and CTS Finance, where CTS Finance will continue to provide Deposit Services, the Comprehensive Credit Line Services, the Entrustment Loan Services and the Cross-Border RMB Cash Pooling Services to the Group for a term commenced from 1 January 2019 and ending on 31 December 2021. Due to the increasing idle funds in the PRC Subsidiaries, the expectation of more stable revenue from interest income and the competitive deposit rates offered by CTS Finance, the aggregate amount under the deposit services actually required by the Group for each of the three years ending 31 December 2021 may exceed the original projection. The Deposit Cap is expected to be insufficient, therefore, the Company entered into the 2019 Financial Services Supplemental Agreement with CTS Finance on 17 October 2019 to revise the Deposit Caps for each of the three years ending 31 December 2021 to re- comply with the announcement and shareholders’ approval requirements in accordance with Rules 14A.54 of the Listing Rules. Reference is made to the announcement of the Company dated 17 May 2019 under which the Board announced that the Company entered into a loan agreement with China Travel Financial Investment Holdings Co., Limited (“CTS Financial Investment”), a wholly-owned subsidiary of CTS (Holdings), pursuant to which the Company agreed to provide a loan of US$20,000,000 to CTS Financial Investment (the “First Financial Assistance”). Reference is also made to the announcement of the Company dated 2 August 2019 under which the Board announced that CTS (Shenzhen) Travel Management Company Limited (“CTS Shenzhen”), a wholly-owned subsidiary of the Company, entered into a loan agreement with Hong Kong China Travel Service Investment (China) Limited (“CTS (China) Investment”), an indirect wholly-owned subsidiary of CTS (Holdings), pursuant to which CTS (Shenzhen) agreed to provide a loan of RMB 210,000,000 to CTS (China) Investment (the “Second Financial Assistance”). So far THE 2019 FINANCIAL SERVICES SUPPLEMENTAL AGREEMENT Date 17 October 2019 Term The term of the 2018 Financial Services Framework Agreement (as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled supplemented by the private trusts of the family of Dr. the Xxx2019 Financial Services Supplemental Agreement) is from 1 January 2019 to 31 December 2021. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.Parties

LISTING RULES IMPLICATIONS. As at For the date purpose of this announcement, HREAL is a wholly-owned subsidiary computation of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company applicable percentage ratios under Chapter 14A of the Listing Rules. Therefore, the Annual Caps for the transactions contemplated under the Sales Agency/Sub-agency Letter AgreementsSecret Garden (Payable) Agreement and the Ambadell Services Agreement are required to be aggregated for the relevant financial years, being activities carried out due to their similar nature and the association of the counterparties to these transactions. The then relevant percentage ratios in respect of the Annual Cap of the Ambadell Services Agreement and the transactions contemplated thereunder were under 0.1% and were de minimis transactions and therefore were fully exempted from reporting, annual review, announcement and independent shareholders’ approval requirements. As one or more of the applicable percentage ratios in respect of (i) the Annual Caps of the amounts receivable by the Group under the Secret Garden (Receivable) Agreement; (ii) the Annual Caps of the amounts payable by the Group under the Secret Garden (Payable) Agreement; and (iii) the Annual Caps of the aggregate amounts payable by the Group under the Secret Garden (Payable) Agreement and the Ambadell Services Agreement, exceed 0.1%, but all of them, whether individually or in aggregate, are less than 5% (after taking into account of the annual caps of the aggregate amounts payable by the Group under the Renewed Services Agreements (as defined and disclosed in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions announcement of the Company dated 23 December 2019) for the financial year ending 31 December 2022), and accordingly such transactions are subject to the reporting, annual review and announcement requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts event that any Annual Cap of the transactions contemplated under the Staunton Sub-agency Letter Secret Garden Agreements and the Ambadell Services Agreement are required to be aggregated is exceeded or any of the Secret Garden Agreements and the Ambadell Services Agreement is further renewed or materially varied in respect of the terms thereof, the Company will comply with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an reporting, annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reportingreview, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 Chapter 14A of the Listing Rules, when where applicable, from time to time.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Since Minmetals Finance is a wholly-owned subsidiary of China Minmetals, the ultimate controlling shareholder of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts Minmetals Finance is a connected person of the family of Dr. Company under the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardListing Rules. Accordingly, HDAL and Long Hope are regarded as the transactions contemplated under the 2018 Agreement constitute continuing connected persons of transactions for the Company under Chapter 14A of the Listing Rules. ThereforeAs one of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the 2018 Agreement exceeds 25% but all of which are less than 100%, the transactions contemplated provision of deposit services by Minmetals Finance constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since each of the applicable percentage ratios for the provision of deposit services by Minmetals Finance under the Sales Agency/Sub-agency Letter Agreements2018 Agreement exceeds 5%, being activities carried out in the ordinary it is subject to reporting, announcement and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In compliance with The provision of loan services by Minmetals Finance under the requirements 2018 Agreement constitutes financial assistance to be provided by a connected person for aggregation under Rule 14A.25 the benefit of the Listing RulesGroup. Since such services will be on normal commercial terms, on terms (including interest) no less favourable to the estimated amounts Company and its subsidiaries in Mainland China than those that could be obtained from independent third parties, and no security over the assets of the transactions contemplated under Group shall be granted in respect of the Staunton Sub-agency Letter Agreement are required loans to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreementprovided by Minmetals Finance, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 14A.90 of the Listing Rules. However, The Directors (including the independent non-executive Directors) consider that the loan services to be provided by Minmetals Finance under the 2018 Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a result of whole. As the aggregation of all three transactions, one of settlement services to be provided by Minmetals Finance to the relevant applicable percentage ratios calculated Company and its subsidiaries in Mainland China under the Listing Rules with reference to the aggregate 2018 Agreement will be free of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are handling charge, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.48 14A.76(1) of the Listing Rules. Details of these continuing connected transactions will The Directors (including the independent non- executive Directors) consider that the settlement services to be included provided by Minmetals Finance under the 2018 Agreement are fair and reasonable and in the next published annual report interests of the Company. The Company will also observe and the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeShareholders as a whole.

LISTING RULES IMPLICATIONS. As at one of the date applicable percentage ratios for the provision of this announcementdeposit services by Minmetals Finance under the 2015 Agreement exceeds 25% but all of which are less than 100%, HREAL the provision of deposit services by Minmetals Finance constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since Minmetals Finance is a wholly-owned subsidiary of China Minmetals, the ultimate controlling shareholder of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts Minmetals Finance is a connected person of the family of Dr. Company under the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardListing Rules. Accordingly, HDAL and Long Hope are regarded as the transactions contemplated under the 2015 Agreement constitute continuing connected persons of transactions for the Company under Chapter 14A of the Listing Rules. Therefore, Since each of the transactions contemplated applicable percentage ratios for the provision of deposit services by Minmetals Finance under the Sales Agency/Sub-agency Letter Agreements2015 Agreement exceeds 5%, being activities carried out in it is subject to the ordinary reporting, announcement and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. In compliance with The provision of loan services by Minmetals Finance under the requirements 2015 Agreement constitutes financial assistance to be provided by a connected person for aggregation under Rule 14A.25 the benefit of the Listing RulesGroup. Since such services will be on normal commercial terms, on terms (including interest) no less favourable to the estimated amounts Company and its PRC subsidiaries than those that could be obtained from independent third parties, and no security over the assets of the transactions contemplated under Group shall be granted in respect of the Staunton Sub-agency Letter Agreement are required loans to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreementprovided by Minmetals Finance, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 14A.90 of the Listing Rules. However, The Directors (including the independent non-executive Directors) consider that the loan services to be provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a result of whole. As the aggregation of all three transactions, one of settlement services to be provided by Minmetals Finance to the relevant applicable percentage ratios calculated Company and its PRC subsidiaries under the Listing Rules with reference to the aggregate 2015 Agreement will be free of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are handling charge, it is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.48 14A.76(1) of the Listing Rules. Details of these continuing connected transactions will The Directors (including the independent non-executive Directors) consider that the settlement services to be included provided by Minmetals Finance under the 2015 Agreement are fair and reasonable and in the next published annual report interests of the Company. The Company will also observe and the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeShareholders as a whole.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL is Xxxxxxxxx China indirectly holds 50% interest in Xu An, a wholly-owned subsidiary of the Company. So far as , which does not fall within the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts ambit of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company insignificant subsidiary under Chapter 14A Rule 14A.09(1) of the Listing Rules. ThereforeAccordingly, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business Xxxxxxxxx China is a connected person of the Group and expected to continue and extend over a period of time, Company at its subsidiary level. The Acquisitions therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with The Board has approved the requirements for aggregation under Rule 14A.25 Acquisitions. None of the Listing Rules, Directors have any material interest in the estimated amounts Acquisitions and as such no Directors have abstained from voting on the resolutions of the transactions contemplated under Board approving the Staunton Sub-agency Letter Agreement Acquisitions. The Directors (including the independent non- executive Directors) are required to be aggregated with the estimated total amounts of the transactions contemplated under view that the Park Rise Sub-agency Letter Agreement Equity Cooperation Agreements were entered into on normal commercial terms, and the Headland Agency Letter Agreement on an annual basis. Prior to terms and conditions of the Equity Cooperation Agreements, including the consideration thereof, are fair and reasonable and in the ordinary and usual course of business of the Company and that the entering into of the Staunton Sub-agency Letter Agreement, Equity Cooperation Agreements is in the transactions contemplated under interests of the Park Rise Sub-agency Letter Agreement Company and the Headland Agency Letter Agreement in aggregate fell within Shareholders as a whole. All of the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements applicable percentage ratios under Rule 14A.33 14.07 of the Listing Rules. However, as a result Rules in respect of the aggregation of all three transactions, transactions contemplates under the Equity Cooperation Agreements are below 5% but one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate such is above 1%. As Xxxxxxxxx China is a connected person of the estimated annual caps for Company only because of its connection with the Sales Agency/Sub-agency Fees and Company’s subsidiary, namely Xx Xx, the Venue Fee exceed 0.1% but all Acquisitions are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 Chapter 14A of the Listing Rules and but are exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.48 14A.101 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report EQUITY COOPERATION AGREEMENTS/FORMATION OF JOINT VENTURES On 7 December 2016, Xxxxxxxx Xxxxx and CIFI (PRC) (both being indirect wholly-owned subsidiaries of the Company. The Company will also observe ) entered into the annual review Henggao Equity Cooperation Agreement and other requirements regarding continuing connected transactions under Rules 14A.37 the Zijing Equity Cooperation Agreement respectively with Da Di Enterprises and 14A.38 Man Xxxxxx (China) (both being subsidiaries of the Listing RulesXxxxxxxxx China), when applicable, from time to time.details of which are as follows: Henggao Equity Cooperation Agreement

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Tianjin Port Engineering is a non wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL Tianjin Port Group (which is a controlling Shareholder) and Long Hope are companies indirectly controlled by the private trusts is therefore a connected person of the family of Dr. Company as defined in the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardListing Rules. Accordingly, HDAL and Long Hope are regarded as the transactions contemplated under the Excavation Agreement constitute a connected persons transaction of the Company under Chapter 14A of the Listing Rules. ThereforeOn 9 January 2013, Tianjin Port Yuanhang International entered into the Existing Agreements with several subsidiaries of Tianjin Port Group (which are Tianjin Port Group’s associates and are connected persons of the Company as defined under the Listing Rules) relating to the Iron Ore Terminal Project, details of which are set out in the January Announcement. As provided in the January Announcement, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Existing Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with At the time that the Existing Agreements were entered into by the parties thereto, the applicable percentage ratios (as defined under the Listing Rules) were more than 0.1% but less than 5%, the Existing Agreements and the transactions contemplated thereunder were only subject to the reporting and announcement requirements for aggregation but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Existing Agreements and the Excavation Agreement are required to be aggregated with of the estimated total amounts Iron Ore Terminal Project have been aggregated. As one or more of the applicable percentage ratios (as defined under the Listing Rules) are, on an aggregate basis, more than 5% but less than 25%, the Excavation Agreement and the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior thereunder are subject to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. However, as a result of Based on the aggregation of all three transactionsthe transactions contemplated under the Existing Agreements and the Excavation Agreement under Rule 14.22 of the Listing Rules, one or more of the relevant applicable percentage ratios calculated (as defined under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all Rules) are less more than 5% on an annual basis. The continuing connected but less than 25%, the transactions are therefore only subject to contemplated under the reporting and announcement requirements under Rules 14A.45 to 14A.47 Excavation Agreement also constitute a discloseable transaction of the Listing Rules and are exempt from the independent shareholders’ approval requirements Company under Rule 14A.48 Chapter 14 of the Listing Rules. Details of these continuing connected An Independent Board Committee has been established to advise the Independent Shareholders as to the Excavation Agreement and the transactions contemplated thereunder. An independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection. The EGM will be included convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Excavation Agreement and the transactions contemplated thereunder. As Tianjin Port Group is a controlling Shareholder materially interested in the next published annual report transactions contemplated under the Excavation Agreement, Tianjin Port Group and its associates will abstain from voting in respect of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timesuch resolution.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Datang Renewables HK is a wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL Since CDC directly and Long Hope are companies indirectly controlled by the private trusts holds approximately 65.61% of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director issued share capital of the BoardCompany, it is a controlling shareholder of the Company as defined under the Listing Rules. AccordinglyDatang Hainan is a wholly-owned subsidiary of CDC, HDAL and Long Hope are regarded as thus Datang Hainan is a connected persons person of the Company. Therefore, the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. ThereforePursuant to Rule 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and treated as if they were one transaction if they were all entered into within a 12-month period or were otherwise related. The counterparties to the Capital Increase and the Previous Transactions are all CDC and/or its subsidiaries and such transactions are similar in nature. Accordingly, such transactions shall be aggregated. As the highest applicable percentage ratio in respect of the Capital Increase upon aggregation with the Previous Transactions exceeds 5%, the transactions contemplated under Capital Increase shall be subject to the Sales Agency/Sub-agency Letter Agreementsreporting, being activities carried out in the ordinary announcement and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under addition, pursuant to Rule 14A.25 14.22 of the Listing Rules, a series of transactions will be aggregated and treated as if they were one transaction if they were all entered into within a 12-month period or were otherwise related. The counterparties to the estimated amounts Capital Increase and the Previous Transactions are all CDC and/or its subsidiaries and such transactions are similar in nature. Accordingly, such transactions shall be aggregated. As the highest applicable percentage ratio in respect of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated Capital Increase upon aggregation with the estimated total amounts Previous Transactions exceeds 5% but is less than 25%, the Capital Increase constitutes a discloseable transaction of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basisCompany, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only shall be subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are but is exempt from the independent shareholdersShareholders’ approval requirements requirement under Rule 14A.48 Chapter 14 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As at Guangdong Holdings is the date of this announcement, HREAL is a wholly-owned subsidiary ultimate controlling shareholder of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL Company and Long Hope are companies indirectly controlled by the private trusts hence a connected person of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director Company under Rule 14A.07(1) of the BoardListing Rules. Accordingly, HDAL the entering into of the Assets Transfer Agreement and Long Hope are regarded as the transactions contemplated thereunder constitute a connected persons transaction of the Company under Chapter 14A of the Listing Rules. ThereforeOn a standalone basis, as one of the applicable percentage ratios in respect of the transactions under the Assets Transfer Agreement is more than 0.1% but all of the applicable ratios are less than 5%, the Assets Transfer Agreement and the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement thereunder are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior subject to the entering into of the Staunton Sub-agency Letter Agreementreporting and announcement requirements, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and but are therefore exempt from the reporting, announcement circular and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. HoweverAs both the Assets Transfer Agreement and the Tenancy Agreement are related to the acquisitions of assets by Guangdong Yuehai Land from the Guangdong Holdings Group concerning the Premises within a 12-month period, as a result of the aggregation of all three transactions, one Assets Transfer Agreement and the Tenancy Agreement have been aggregated pursuant to the Listing Rules. As the highest applicable percentage ratio (on an aggregated basis) in respect of the relevant applicable percentage ratios transactions under the Assets Transfer Agreement and the Tenancy Agreement calculated under pursuant to the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed is more than 0.1% but all of them are less than 5% on an annual basis. The continuing connected %, the Assets Transfer Agreement and the transactions contemplated thereunder are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and requirements, but are exempt from the circular and independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details As Mr. XXX Xxxxxx, Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, being the Directors, are directors of these continuing connected transactions will be included certain subsidiaries of Guangdong Holdings, they have abstained from voting on the relevant board resolutions approving the Assets Transfer Agreement and the transaction contemplated thereunder. Save as disclosed, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the next published annual report of Assets Transfer Agreement and the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timetransaction contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Guangdong Holdings is the date ultimate controlling shareholder of this announcement, HREAL is the Company and hence a connected person of the Company under Rule 14A.07(1) of the Listing Rules. GDH Finance (being a wholly-owned subsidiary of Guangdong Holdings) is an associate of Guangdong Holdings, hence also a connected person of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. ThereforeDeposit Services, the transactions Settlement Services and the Other Financial Services contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Financial Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Pursuant to Rule 14A.25 14A.90 of the Listing Rules, the estimated amounts both of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement Loan Services and the Headland Agency Letter Agreement on an annual basis. Prior Guarantee Services provided by GDH Finance to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and Group are therefore exempt from the reporting, announcement announcement, annual review and independent shareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. However, as the Loan Services and the Guarantee Services constitute financial assistance provided by a result connected person for the benefit of the aggregation of all three transactions, one Group on normal commercial terms or better where no security over the assets of the relevant Group is granted in respect of the financial assistance. As the highest applicable percentage ratios calculated under the Listing Rules with reference to the aggregate ratio in respect of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed Fund Balance Caps exceeds 0.1% but all of them are less than 5% on an annual basis. The continuing connected transactions are therefore only %, each of the Deposit Services and the Electronic Bills of Exchange Payment Services is subject to the reporting reporting, annual review and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are Rules, but is exempt from the independent shareholders’ approval requirements requirement under Rule 14A.48 14A.76(2) of the Listing Rules. Details of these continuing connected transactions will be included As the highest applicable percentage ratio in the next published annual report respect of the Company. The Company will also observe Service Fees Caps exceeds 0.1% but all of them are less than 5%, each of the Settlement Services and the Other Financial Services is subject to the reporting, annual review and other announcement requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules. As Mr. XXX Xxxxxx, when applicableXx. XX Xxxxxxxx, Xx. XXX Xxxxx and Xx. XXXX Xx are directors of certain subsidiaries of Guangdong Holdings, they have abstained from time voting on the relevant Board resolutions approving the Financial Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, to timethe best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no other Directors had any material interest in the Financial Services Framework Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at Guodian directly and indirectly holds approximately 63.68% of the date issued share capital of this announcementthe Company, HREAL it is a wholly-owned subsidiary controlling shareholder as defined under the Listing Rules and thus a connected person of the Company. So far as the Directors are able to ascertain after making reasonable enquiriesGuodian Finance is a subsidiary of Guodian, both HDAL and Long Hope are companies indirectly controlled by the private trusts is therefore a connected person of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardCompany. Accordingly, HDAL the New Financial Services Agreement and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, thereunder constitute continuing connected transactions of the Company under Chapter 14A the Listing Rules. The loan services to be provided by Guodian Finance to the Group will constitute financial assistance to be provided by a connected person for the benefit of the Group. As such services are on normal commercial terms which are similar to or more favourable than those offered by independent third parties for comparable services in the PRC, and no security over the assets of the Group will be granted in respect of the loan services, the loan services are exempt under Rule 14A.65(4) of the Listing Rules from reporting, announcement and independent shareholders’ approval requirements. As each of the percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) applicable to the deposit services under the New Financial Services Agreement is more than 0.1% but less than 5%, the deposit services to be provided by Guodian Finance to the Group are subject to the reporting and announcement requirements as set out in Rules 14A.45 to 14A.47 of the Listing Rules but exempt from the independent shareholders’ approval requirement under Rule 14A.66 of the Listing Rules. The Company will disclose the relevant details in the next published annual report and accounts of the Company in accordance with the relevant requirements as set out in Rule 14A.45 of the Listing Rules. In compliance with respect of other financial services to be provided by Guodian Finance to the requirements for aggregation under Group, each of the percentage ratio(s) is below the de minimis threshold set out in Rule 14A.25 14A.33 of the Listing Rules, therefore the estimated amounts provision of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior other financial services by Guodian Finance to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore Group is exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. HoweverThe Company will comply with the reporting, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees announcement and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing RulesRules if the transaction amount of the other financial services to be provided by Guodian Finance to the Group under the New Financial Services Agreement exceed the relevant threshold. Details The Directors (including the independent non-executive Directors) are of these continuing connected the view that the terms of the transactions will be included contemplated under the New Financial Services Agreement are fair and reasonable and in the next published annual report interest of the Company and its Shareholders as a whole. The Board has resolved and approved the New Financial Services Agreement and the transactions contemplated thereunder on 13 December 2012. Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxx, Mr. Xxxx Xxx and Xx. Xxxx Xxxxxxx of the Company, being the connected Directors, have abstained from voting. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 Save as disclosed above, none of the Listing Rules, when applicable, from time to timeDirectors of the Company has any material interest in the New Financial Services Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Since CG Holdings is a whollymajority-owned subsidiary controlled company indirectly held by Ms. XXXX Xxxxxx, a non-executive Director and a substantial Shareholder of the Company, CG Holdings and other members of the CGH Group are associates of Ms. XXXX Xxxxxx and thus connected persons of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the The transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Amended Framework Agreements therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Pursuant to Rule 14A.25 14A.54 of the Listing Rules, the estimated amounts Company shall re-comply with the applicable requirements under Chapter 14A of the transactions contemplated Listing Rules before it proposes to effect a material change to the terms of the Existing Framework Agreements. In respect of the Amended Property Lease Framework Agreement, as disclosed above, the annual caps under the Staunton Sub-agency Letter Existing Property Lease Framework Agreement are required to be aggregated with the estimated total amounts for each of the transactions contemplated two years ending 31 December 2023 were revised pursuant to the Property Lease Supplemental Agreement. As one or more of the applicable percentage ratios (as defined under the Park Rise SubListing Rules) calculated based on the highest Amended Right-agency Letter Agreement of-Use Assets Annual Caps and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into highest Variable Payment Annual Caps respectively exceed 0.1% but all of the Staunton Sub-agency Letter Agreementthem are less than 5%, the transactions contemplated under the Park Rise Sub-agency Letter Amended Property Lease Framework Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from subject to the reporting, annual review and announcement requirements but exempted from the circular and independent shareholdersShareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. HoweverIn respect of the Amended Business Management Service Framework Agreement, as a result disclosed above, the existing annual caps under the Existing Business Management Service Framework Agreement as disclosed in the Announcement remain unchanged. As one or more of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated (as defined under the Listing Rules with reference Rules) calculated based on the highest annual cap remain to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are of them remain to be less than 5% on an annual basis. The continuing connected %, the transactions are therefore only contemplated under the Amended Business Management Service Framework Agreement remain subject to the reporting reporting, annual review and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt but exempted from the circular and independent shareholdersShareholders’ approval requirements under Rule 14A.48 Chapter 14A of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 In addition, pursuant to Rule 14A.52 of the Listing Rules, when applicableas the Individual Lease Term under the Amended Property Lease Framework Agreement and the Individual Contract Service Term under the Amended Business Management Service Framework Agreement may exceed 3 years respectively, from time the Company has appointed Red Sun Capital as the independent financial adviser to timereview the Amended Framework Agreements, to explain the reasons for the Individual Lease Term and the Individual Contract Service Term to be of a longer term, and to confirm that it is a normal business practice for contract(s) of these types to be of such a duration. For details, please refer to the section headed “Opinions of Red Sun Capital” in this announcement.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Tianjin Port Engineering is a non wholly-owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL Tianjin Port Group (which is a controlling Shareholder) and Long Hope are companies indirectly controlled by the private trusts is therefore a connected person of the family of Dr. Company as defined in the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the BoardListing Rules. Accordingly, HDAL and Long Hope are regarded as the transactions contemplated under the Excavation Agreement constitute a connected persons transaction of the Company under Chapter 14A of the Listing Rules. ThereforeOn 9 January 2013, Tianjin Port Yuanhang International entered into the Existing Agreements with several subsidiaries of Tianjin Port Group (which are Tianjin Port Group’s associates and are connected persons of the Company as defined under the Listing Rules) relating to the Iron Ore Terminal Project, details of which are set out in the January Announcement. As provided in the January Announcement, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Existing Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with At the time that the Existing Agreements were entered into by the parties thereto, the applicable percentage ratios (as defined under the Listing Rules) were more than 0.1% but less than 5%, the Existing Agreements and the transactions contemplated thereunder were only subject to the reporting and announcement requirements for aggregation but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Existing Agreements and the Excavation Agreement are required to be aggregated with of the estimated total amounts Iron Ore Terminal Project have been aggregated. As one or more of the applicable percentage ratios (as defined under the Listing Rules) are, on an aggregate basis, more than 5% but less than 25%, the Excavation Agreement and the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior thereunder are subject to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. However, as a result of Based on the aggregation of all three transactionsthe transactions contemplated under the Existing Agreements and the Excavation Agreement under Rule 14.22 of the Listing Rules, one or more of the relevant applicable percentage ratios calculated (as defined under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all Rules) are less more than 5% on an annual basis. The continuing connected but less than 25%, the transactions are therefore only subject to contemplated under the reporting and announcement requirements under Rules 14A.45 to 14A.47 Excavation Agreement also constitute a discloseable transaction of the Listing Rules and are exempt from the independent shareholders’ approval requirements Company under Rule 14A.48 Chapter 14 of the Listing Rules. Details of these continuing connected An Independent Board Committee has been established to advise the Independent Shareholders as to the Excavation Agreement and the transactions contemplated thereunder. An independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection. The EGM will be included convened and held for the Independent Shareholders to consider, and if thought fit, to approve the Excavation Agreement and the transactions contemplated thereunder. As Tianjin Port Group is a controlling Shareholder materially interested in the next published annual report transactions contemplated under the Excavation Agreement, Tianjin Port Group and its associates will abstain from voting in respect of such resolution. The Directors (excluding members of the Company. The Company Independent Board Committee who will also observe express their opinion after considering the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 recommendation of the Listing Rulesindependent financial adviser) are of the view that the terms of the Excavation Agreement and the transactions contemplated thereunder are on normal commercial terms, when applicablefair and reasonable and are in the interests of the Company and the Shareholders as a whole. None of the Directors have material interests in the transactions contemplated under the Excavation Agreement. However, in view of good corporate governance practices, as Xx. Xx Xxxxx and Xx. Xxxx Xxxxxxxxx are both directors of the Company and Tianjin Port Group, and Xx. Xx Xxxxxxxx is a director of the Company and the chief economist of Tianjin Port Group, they had all abstained from time to timevoting in the relevant Board resolutions approving the Excavation Agreement and the transactions contemplated thereunder.

LISTING RULES IMPLICATIONS. As Pursuant to the Listing Rules, as at the date of this announcement, HREAL Finance Company is a wholly-owned subsidiary of the Parent Company, which is the controlling Shareholder of the Company and thus a connected person of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Supplemental Agreement constitute continuing connected transactions of the Company under the Listing Rules. The loan and guarantee services to be provided by the Finance Company to the Company under the Supplemental Agreement will constitute financial assistance to be provided by a connected person for the benefit of the Company, which are on normal commercial terms similar to or even more favourable than those offered by independent third parties for comparable services in the PRC, and which is exempt under Rule 14A.90 of the Listing Rules from all reporting, announcement and independent Shareholders’ approval requirements since no security over the assets of the Company will be granted in respect of the loan. Given that one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the proposed annual cap for the provision of deposit services under the Supplemental Agreement is more than 5% but less than 25%, the deposit services to be provided by the Finance Company to the Company under the Supplemental Agreement will constitute discloseable transaction and non-exempt continuing connected transactions of the Company, and are subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements as set out in Chapters 14 and 14A of the Listing Rules. Given that one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the proposed annual caps of the service fee for the provision of other financial services under the Supplemental Agreement is more than 0.1% but less than 5%, the other financial services to be provided by the Finance Company to the Company under the Supplemental Agreement are subject to the reporting, annual review and announcement requirements as set out in Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. Pursuant to the Asset Purchase Agreement, the Asset Lease Agreement dated 16 November 2020 will be terminated immediately upon the delivery of the Pre- ironmaking Assets. It is expected that the Company’s right-of-use assets will decrease by approximately RMB3,291 million upon the termination of the aforesaid lease. Accordingly, the termination of the lease of Pre-ironmaking Assets in accordance with the Asset Purchase Agreement will also be deemed as the disposal of assets by the Company. Pursuant to Rule 14.24 of the Listing Rules, if a transaction involves both an acquisition and a disposal, the Stock Exchange will apply the percentage ratios to both the acquisition and the disposal. The relevant transaction will be classified by reference to the larger of the amount of the acquisition and the disposal, and subject to the reporting, disclosure and/or Shareholders’ approval requirements applicable to that classification. As the percentage ratios applicable to the acquisition of the Pre- ironmaking Assets are larger than that of the disposal, this transaction is classified as an acquisition. As one or more applicable percentage ratios of the acquisition are more than 5% but all less than 25%, pursuant to Chapter 14 of the Listing Rules, the Asset Purchase Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, HREAL Changshou Iron & Steel is interested in approximately 23.51% of the issued share capital of the Company and is a wholly-owned subsidiary substantial Shareholder of the Company. So far as the Directors are able to ascertain after making reasonable enquiriesAccordingly, both HDAL and Long Hope are companies indirectly controlled by the private trusts Changshou Iron & Steel is a connected person of the family of Dr. Company, and the Xxx. Xxx Xxxx Xxx, who is transactions contemplated under the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as Asset Purchase Agreement also constitute connected persons transactions of the Company under the Listing Rules, and are subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14A of the Listing Rules. ThereforeThe Independent Board Committee will advise the Independent Shareholders in respect of the relevant terms of the Asset Purchase Agreement. Rainbow Capital has been appointed as the Independent Financial Adviser by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular including, among other things, details of the Asset Purchase Agreement and the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rulesthereunder, the estimated amounts recommendation letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and, a notice convening an extraordinary general meeting to approve, among other things, the Asset Purchase Agreement and the transactions contemplated under the Staunton Sub-agency Letter Agreement are required thereunder, is expected to be aggregated with dispatched to the estimated total amounts Shareholders on or before 15 July 2021. Other than Xx. Xxx Xxxxxxxx, Mr. Xxxx De An and Xx. Xxxx Xxxx, the connected Directors, who have abstained from voting on the relevant Board’s resolutions for the approval of the Asset Purchase Agreement and the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into thereunder, none of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement Directors has interests in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three such transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Since Xxxxx Xxxxxx (i) is a wholly-owned substantial shareholder of Nanguan Tech (being a subsidiary of the Company. So far ); and (ii) is ultimately beneficially owned as the Directors are able to ascertain after making reasonable enquiries51% by Mr. Xx Xxxxxx (being a director of each of Nanguan Tech and Moro International) and 49% by Mr. Xx Xxxxxxxx (being a director of Nanguan Tech), both HDAL and Long Hope are companies indirectly controlled by the private trusts it is a connected person of the family of Dr. Company at the Xxxsubsidiary level under the Listing Rules. Xxx Xxxx Xxx, who is The transactions contemplated under the chairman and executive Director 2022 Raw Materials Purchase Agreement constitute a continuing connected transaction of the Board. Accordingly, HDAL Company and Long Hope are regarded as the transactions contemplated under the 2022 Lease Agreement constitute a connected persons transaction of the Company under Chapter 14A of the Listing Rules. Therefore, The Board has approved each of the 2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement and none of the Directors had a material interest in the transactions contemplated under each of the Sales Agency/Sub2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement (including the annual cap under the 2022 Raw Materials Purchase Agreement) or was required to abstain from voting on the relevant board resolutions. Given that the Board has approved each of the 2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement and the independent non-agency Letter Agreementsexecutive Directors have confirmed that the terms of each of the 2022 Raw Materials Purchase Agreement and the 2022 Lease Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions in the interests of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreementits shareholders as a whole, the transactions contemplated under each of the Park Rise Sub-agency Letter 2022 Raw Materials Purchase Agreement and the Headland Agency Letter 2022 Lease Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reportingcircular, announcement independent financial advice and independent shareholders’ approval requirements under Rule 14A.33 14A.101 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As Xxxxxxx Xxxxx, being the nominee, will subscribe the Subscription Shares for and on behalf of Shanghai Ziyue. Shanghai Ziyue is owned as to over 30% by the directors of subsidiaries of the Company, and is therefore a connected person of the Company at the date of this announcementsubsidiary level under the Listing Rules. The Subscription by Benefit Sharp (as the nominee for Shanghai Ziyue), HREAL which is a connected person at the subsidiary level, is subject to the reporting and announcement requirements but exempted from shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. Each of Maolin and Star Colour is respectively wholly-owned subsidiary by Xx. Xx Xxxxxxx and Xx. Xxxx Xxx, who are Directors, and are therefore connected persons of the Company. So far as Zhihua Investments is wholly-owned by Xx. Xx Xxxxxxxx, the Directors are able to ascertain after making reasonable enquiriesformer Director (who resigned on 30 March 2016), both HDAL and Long Hope are companies indirectly controlled by the private trusts an existing director of subsidiaries of the family of Dr. the Xxx. Xxx Xxxx XxxCompany, who and is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as therefore a connected persons person of the Company under the Listing Rules. In view of the above, the Subscription by each of Maolin, Star Colour and Zhihua Investments constitute a connected transaction under Chapter 14A of the Listing Rules. ThereforeAs one or more of the applicable percentage ratios (as defined under the Listing Rules) for the Subscription by Xxxxxx, Star Colour and Zhihua Investments are more than 0.1% but less than 5%, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business entering into of the Group Subscription Agreements contemplated hereunder are subject to the reporting and expected to continue and extend over a period of time, constitute continuing connected transactions of the Company announcement requirements but exempted from shareholders’ approval requirements under Chapter 14A of the Listing Rules. Following completion of the First Tranche Subscription, the total number of issued shares of Mind Light held by the Company will decrease from 100% to approximately 35%. As such, Mind Light will cease to be a subsidiary of the Group and its results will not be consolidated with those of the Group. In compliance with view of the requirements above, the Subscription constitutes a deemed disposal for aggregation the Company under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 14.29 of the Listing Rules. However, as a result of As all the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated (as defined under the Listing Rules with reference to the aggregate of the estimated annual caps Rules) for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all Subscription are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to %, the reporting and announcement requirements Subscription does not constitute a notifiable transaction for the Company under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 Chapter 14 of the Listing Rules. Details To the best knowledge, information and belief of these continuing connected transactions will be included the Company and having made all reasonable enquiries, as at the date of this announcement, none of the Directors (other than Xx. Xx Xxxxxxx and Xx. Xxxx Xxx) have any material interests in the next published annual report of Subscription Agreements and transactions contemplated thereunder. As such, Xx. Xx Xxxxxxx and Xx. Xxxx Xxx abstained from voting on the Company. The Company will also observe relevant board resolutions to approve the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timeSubscription Agreements.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL Xx. Xxxxx Xxxxxx is a wholly-owned subsidiary controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which is in turn holds 2,134,580,188 ordinary shares and 479,781,034 Convertible Preference Shares, which, in aggregate, represents 85.97% of the issued share capital of the Company. So far Sany Group, being held by Xx. Xxxxx Xxxxxx as the Directors are able to ascertain after making reasonable enquiries56.42%, both HDAL is therefore an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as hence a connected persons person of the Company under Chapter 14A of the Listing Rules. ThereforeSany Auto Manufacturing, being a subsidiary of Sany Group, is therefore an associate of Xx. Xxxxx Xxxxxx under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Utility Charges Payment Agreement constitute continuing connected transactions of the Company under the Listing Rules. Since (1) the Utility Charge Payment Agreement was entered into on 19 June 2015 (within 12 months from the signing date of the Supplemental Hunan Lease), (2) the Utility Charges Payment Agreement is related with the Supplemental Hunan Lease, therefore the transactions under the Utility Charges Payment Agreement and the Supplemental Hunan Lease shall be aggregated pursuant to Rule 14A.81 of the Listing Rules. Pursuant to Rule 14A.76(2) of the Listing Rules, as each of the applicable percentage ratios (other than the profits ratio) as calculated in accordance with Chapter 14 of the Listing Rules for the proposed cap amount in respect of the Utility Charges Payment Agreement, as aggregated with the Supplemental Hunan Lease is less than 5%, the transactions contemplated under the Utility Charges Payment Agreement are subject to the reporting and announcement requirements, and exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As at the Fourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreement were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of this announcementthe Fourth Entrusted Loan Agreement, HREAL the Fourth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Fourth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fourth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a whollynon-wholly owned subsidiary of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts Chengdu Logistics is a non-wholly owned subsidiary of the family of Dr. the Xxx. Xxx Xxxx Xxx, who FCL which is the chairman and executive Director of the Boarda substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, HDAL and Long Hope are regarded as Chengdu Logistics is a connected persons person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. ThereforeAs a result, the entering into the Fourth Entrusted Loan Agreement between Shanghai Zhongjun and Chengdu Logistics constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Sales Agency/SubFourth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-agency Letter Agreements, being activities carried out executive Directors) have confirmed that the Fourth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, constitute continuing connected transactions interests of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of the Listing Rulesand its shareholders as a whole, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required such transaction is only subject to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. However, as a result of the aggregation of all three transactions, one of the relevant applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 14A.101 of the Listing Rules INTRODUCTION References are made to the announcements of Company dated 17 September 2014, 10 March 2015 and are exempt from 26 March 2015 in relation to the independent shareholders’ approval requirements under Rule 14A.48 Discloseable and Connected Transactions in respect of the Listing RulesFirst Entrusted Loan Agreement, the Second Entrusted Loan Agreement and the Third Entrusted Loan Agreement. Details of these continuing connected transactions will be included in the next published annual report The Board announces that, on 3 August 2015, Shanghai Zhongjun, a non-wholly owned subsidiary of the Company. The Company will also observe , entered into the annual review Fourth Entrusted Loan Agreement with Chengdu Logistics and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 a bank, pursuant to which Shanghai Zhongjun (as Lender) agreed to grant an entrusted loan in the principal amount of RMB420 million to Chengdu Logistics (as Borrower) through the Listing Rules, when applicable, from time to timeBank (as lending agent).

LISTING RULES IMPLICATIONS. As at Xx. Xxxxx Xxxxx is the date of this announcement, HREAL is a wholly-owned subsidiary managing director of the Company. So far as the Directors are able to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. ThereforeAs such, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, 2015 Xxxxx Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance The applicable percentage ratios calculated with reference to the requirements for aggregation under Rule 14A.25 of Xxxxx Proposed Annual Caps exceed 5%, and the Listing Rulesannual amount exceeds HK$10 million. Accordingly, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter 2015 Xxxxx Financial Services Agreement and the Headland Agency Letter Agreement on an annual basis. Prior Xxxxx Proposed Annual Caps are subject to the entering into of the Staunton Sub-agency Letter Agreement, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, and are therefore exempt from the reporting, announcement and independent shareholdersthe Independent Shareholders’ approval requirements under Rule 14A.33 the Listing Rules. The Company is owned as to approximately 44.28% by Emperor Capital Holdings which is wholly-owned by AY Holdings, a substantial shareholder of the Company. As such, the Emperor Group is defined as connected person under 14A of the Listing Rules. However, as a result of AY Holdings is an investment holding company and incorporated in the aggregation of all three transactions, one of the relevant British Virgin Islands. The applicable percentage ratios calculated under the Listing Rules with reference to the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees Emperor Group Proposed Annual Caps exceed 5%, and the Venue Fee exceed 0.1% but all annual amount exceeds HK$10 million. Accordingly, the 2015 Emperor Group Financial Services Agreement and the Emperor Group Proposed Annual Caps are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to reporting, announcement and the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholdersIndependent Shareholders’ approval requirements under Rule 14A.48 the Listing Rules. An Independent Board Committee comprising all the independent non-executive Directors has been established to make recommendations to the Independent Shareholders in respect of the 2015 Xxxxx Financial Services Agreement, the Xxxxx Proposed Annual Caps, the 2015 Emperor Group Financial Services Agreement and the Emperor Group Proposed Annual Caps. A circular containing, amongst others, the details of the 2015 Xxxxx Financial Services Agreement, the 2015 Emperor Group Financial Services Agreement, the Xxxxx Proposed Annual Caps and the Emperor Group Proposed Annual Caps, a letter of advice from the independent financial adviser, a letter of recommendation from the Independent Board Committee, together with a notice convening the SGM will be dispatched to the Shareholders on or before 5 October 2015 in accordance with the requirements of the Listing Rules. Details of these continuing connected transactions will be included in the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to time.

LISTING RULES IMPLICATIONS. As at the date of this the announcement, HREAL is a wholly-owned subsidiary SINOTRANS & CSC, the controlling shareholder of the Company, directly holds 55% equity interests in the Finance Company. So far as the Directors are able According to ascertain after making reasonable enquiries, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as connected persons of the Company under Chapter 14A of the Listing Rules, the Finance Company is a connected person of the Company. Therefore, the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, New Financial Services Agreement constitute continuing connected transactions of the Company Company. As all of the applicable percentages calculated in accordance with the Listing Rules in respect of the revised cap of daily outstanding balance of deposits in respect of the Deposit Services contemplated under the New Financial Services Agreement are less than 5%, the Deposit Services and the revised cap therefore continues to be subject only to the reporting, annual review and announcement requirements and are exempt from the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules; The provision of loan services by the Finance Company to the Group in accordance with the New Financial Services Agreement, which is on normal or even more favorable commercial terms, and not to be secured by the assets of the Group, will continue to be financial assistance by a connected person for the benefit of the Group. Such transaction is exempt under the Listing Rule 14A.90 from reporting, annual review, announcement and Independent Shareholders’ approval requirements. In compliance respect of other financial services provided by the Finance Company to the Group in accordance with the requirements for aggregation under Rule 14A.25 of the Listing Rules, the estimated amounts of the transactions contemplated under the Staunton Sub-agency Letter Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter New Financial Services Agreement, it is expected that the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell applicable percentage ratios will fall within the de minimis threshold on an annual basisfor exemption set forth in the Listing Rules 14A.76 (1). Thus, and are therefore the provision of these financial services by the Finance Company to the Group is exempt from the reporting, annual review, announcement and independent shareholdersIndependent Shareholders’ approval requirements under Rule 14A.33 of the Listing Rules. HoweverThe Company will comply with the applicable requirements of reporting, as a result of the aggregation of all three transactionsannual review, one of the relevant applicable percentage ratios calculated announcement and Independent Shareholders’ approval requirements under the Listing Rules with reference to if the aggregate of the estimated annual caps for the Sales Agency/Sub-agency Fees and the Venue Fee exceed 0.1% but all are less than 5% on an annual basis. The continuing connected transactions are therefore only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders’ approval requirements under Rule 14A.48 of the Listing Rules. Details transaction amounts in respect of these continuing connected transactions will be included in financial services would exceed the next published annual report of the Company. The Company will also observe the annual review and other requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 of the Listing Rules, when applicable, from time to timerelevant threshold.

LISTING RULES IMPLICATIONS. As at the date of this announcement, HREAL the Company is a wholly-owned fellow subsidiary of the CompanyCMG Finance. So far as the Directors are able to ascertain after making reasonable enquiriesAs such, both HDAL and Long Hope are companies indirectly controlled by the private trusts of the family of Dr. the Xxx. Xxx Xxxx Xxx, who CMG Finance is the chairman and executive Director of the Board. Accordingly, HDAL and Long Hope are regarded as a connected persons person of the Company under Chapter 14A of the Listing Rules. Therefore, and the transactions contemplated under the Sales Agency/Sub-agency Letter Agreements, being activities carried out in the ordinary and usual course of business of the Group and expected to continue and extend over a period of time, Financial Services Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In compliance with the requirements for aggregation under Rule 14A.25 of Under the Listing Rules, the estimated amounts Credit Loan Services under the Financial Services Agreement to be provided by CMG Finance to the Group would amount to financial assistance by a connected person for the benefit of the transactions contemplated Group, which are on normal commercial terms or better than those offered from independent third parties for comparable services in the PRC and which is exempt under Rule 14A.90 of the Listing Rules from all reporting, annual review, announcement and independent shareholders’ approval requirements since no security over the assets of the Group will be granted in respect of the loan(s). As one or more of the applicable percentage ratios for the provision of Deposit Services under the Staunton Sub-agency Letter Financial Services Agreement are required to be aggregated with the estimated total amounts of the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement on an annual basis. Prior to the entering into of the Staunton Sub-agency Letter Agreementis, the transactions contemplated under the Park Rise Sub-agency Letter Agreement and the Headland Agency Letter Agreement in aggregate fell within the de minimis threshold on an annual basis, more than 5% and the proposed annual caps for such transactions are more than HK$10,000,000, such transactions are subject to the reporting, annual review, announcement and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the provision of Deposit Services under the Financial Services Agreement is, on an annual basis, more than 5% but less than 25%, such transaction also constitute a discloseable transaction of the Company and are therefore exempt subject to the notification and announcement requirement under Chapter 14 of the Listing Rules. The Directors (excluding the independent non-executive Directors who will give their opinion in the circular based on the recommendation of the independent financial adviser) consider that the provision of Deposit Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions for each of the three years ending 31 December 2021, 2022 and 2023 are in the Group’s ordinary and usual course of business, on normal commercial terms or better to the Group, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. As all the applicable percentage ratios (other than the profits ratio) are less than 0.1%, the provision of Settlement Services and other financial services under the Financial Services Agreement is fully exempted from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.33 Chapter 14A of the Listing Rules. HoweverThe Directors, including the independent non-executive Directors, consider that the provision of Credit Loan Services and Settlement Services and other financial services under the Financial Services Agreement are in the Group’s ordinary and usual course of business, on normal commercial terms or better to the Group, which are fair and reasonable and in the interests of the Company and its Shareholders as a result whole. The Directors, including the independent non-executive Directors, also consider the proposed annual caps for each of the aggregation of all three transactionsyears ending 31 December 2021, one of 2022 and 2023 for the relevant applicable percentage ratios calculated transactions are fair and reasonable. For the purpose of obtaining the Independent Shareholders’ approval on the provision of Deposit Services under the Listing Rules with reference to Financial Services Agreement as well as the aggregate of the estimated proposed annual caps for the Sales Agency/Sub-agency Fees aforementioned transactions for each of the three years ending 31 December 2021, 2022 and 2023, the Company will convene an general meeting pursuant to the Listing Rules. Each of Xx. XXX Xxxxxxx, Mr. XXX Xxxxxx, Xx. XX Xxx, Xx. XXX Xxxx, Xx. XXXX Xx and Ms. XX Xxxxxxx being a Director also holding a management position or directorship with CMG or its associates (other than the Group), has abstained from voting on the board resolutions approving the Financial Services Agreement and the Venue Fee exceed 0.1% transactions contemplated thereunder. Save as disclosed above, none of the Directors attending the board meeting has a material interest in or is required to abstain from voting on the Financial Services Agreement and the transactions contemplated thereunder. The Independent Board Committee has been formed to advise the Independent Shareholders in respect of the provision of Deposit Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions. An independent financial adviser will be appointed to advise the Independent Board Committee to the Independent Shareholders on the same. CMG and its associates will abstain from voting on the ordinary resolution approving the transactions contemplated under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions at the general meeting to be held by the Company. A circular containing, among other things, a letter of advice from the independent financial adviser to both the Independent Board Committee and the Independent Shareholders and a letter of recommendation from the Independent Board Committee to the Independent Shareholders and the details of the general meeting to be held to approve the provision of Deposit Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions, will be dispatched to the Shareholders on or before 20 May 2021 in accordance with the Listing Rules. Although the provision of Credit Loan Services and Settlement Services and other financial services under the Financial Services Agreement are exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, the Company will seek Independent Shareholders’ approval for the aforementioned transactions pursuant to the requirements under the Shanghai Listing Rules. As at the date of this announcement, Liaoning Port Group is an indirect holding company of the Company and it is therefore a connected person of the Group as defined under Rule 14A.07 of the Listing Rules. As such, the transactions under the Construction Management and Supervision Services Agreement, the Lease Agreement, the Supply of Goods and Services Agreement, the Purchase of Goods and Services Agreement and the Terminal Facilities Design and Construction Services Agreement constitute connected transactions for the Company under Chapter 14A of the Listing Rules. In accordance with the China Standards on Auditing, the Group will recognise right-of-use assets in its consolidated statement of financial position in respect of the lease of Properties from Liaoning Port Group other than those with short-term or low-value under the Lease Agreement. Accordingly, those transactions under the Lease Agreement will be regarded as an acquisition of assets by the Group pursuant to the Listing Rules and a connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios for each of the transactions under the section headed “3. Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but all are less than 5% Exempt from Independent Shareholders’ Approval Requirement” is, on an annual basis. The continuing connected , more than 0.1% but less than 5%, the transactions contemplated under the Construction Management and Supervision Services Agreement, the Lease Agreement and Terminal Facilities Design and Construction Services Agreement are therefore only subject to the reporting reporting, annual review and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are requirements, but exempt from the independent shareholders’ approval requirements requirement under Rule 14A.48 Chapter 14A of the Listing Rules. Details The Directors, including the independent non-executive Directors, consider that the transactions contemplated under the Construction Management and Supervision Services Agreement, the Lease Agreement and Terminal Facilities Design and Construction Services Agreement are in the Group’s ordinary and usual course of these continuing connected business, on normal commercial terms or better to the Group, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Directors, including the independent non-executive Directors, also consider the proposed annual caps for each of the three years ending 31 December 2021, 2022 and 2023 for the relevant transactions are fair and reasonable. As one or more of the applicable percentage ratios for each of the transactions under the sections headed “4. Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement and Independent Shareholders’ Approval Requirements” is, on an annual basis, more than 5% and the proposed annual caps for such transactions are more than HK$10,000,000, the transactions contemplated under the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement are subject to the reporting, annual review, announcement and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Directors (excluding the independent non-executive Directors who will give their opinion in the circular based on the recommendation of the independent financial adviser) consider that the transactions contemplated under the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement as well as the proposed annual caps for the aforementioned transactions for each of the three years ending 31 December 2021, 2022 and 2023 are in the Group’s ordinary and usual course of business, on normal commercial terms or better to the Group, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. For the purpose of obtaining the Independent Shareholders’ approval as well as the proposed annual caps for the aforementioned transactions for each of the three years ending 31 December 2021, 2022 and 2023, the Company will convene an general meeting pursuant to the Listing Rules. Each of Xx. XXX Xxxxxxx, Mr. XXX Xxxxxx, Xx. XX Xxx, Xx. XXX Xxxx, Xx. XXXX Xx and Ms. XX Xxxxxxx, being a Director also holding a management position or directorship with CMG or its associates (other than the Group), has abstained from voting on the board resolution approving the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors attending the board meeting has a material interest in or is required to abstain from voting on the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement and the transactions contemplated thereunder. The Independent Board Committee has been formed to advise the Independent Shareholders in respect of the transactions contemplated under the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement as well as the proposed annual caps for the aforementioned transactions. An independent financial adviser will be included in appointed to advise the next published Independent Board Committee to the Independent Shareholders on the same. CMG and its associates will abstain from voting on the ordinary resolution approving the transactions contemplated under the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement as well as the proposed annual report of caps for the aforementioned transactions at the AGM to be held by the Company. The Company A circular containing, among other things, a letter of advice from the independent financial adviser to both the Independent Board Committee and the Independent Shareholders and a letter of recommendation from the Independent Board Committee to the Independent Shareholders and the details of the general meeting to be held to approve the Supply of Goods and Services Agreement and the Purchase of Goods and Services Agreement as well as the proposed annual caps for the aforementioned transactions, will also observe be dispatched to the annual review Shareholders on or before 20 May 2021 in accordance with the Listing Rules. Although the transactions contemplated under Construction Management and other Supervision Services Agreement, the Lease Agreement and Terminal Facilities Design and Construction Services Agreement are exempt from Independent Shareholders’ approval requirements regarding continuing connected transactions under Rules 14A.37 and 14A.38 Chapter 14A of the Listing Rules, when applicable, from time the Company will seek Independent Shareholders’ approval for the aforementioned agreements and the transactions thereunder pursuant to timethe requirements under the Shanghai Listing Rules.