Common use of LISTING RULES IMPLICATIONS Clause in Contracts

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules in respect of the Finance Lease exceeds 25% but less than 75%, the entering into of the Finance Lease Agreement constitutes a major transaction for the Company and is therefore subject to the reporting, announcement, circular and Shareholdersshareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 As no Shareholder has material interest in the Finance Lease Agreement and the transaction contemplated thereunder, none of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements Finance Lease Agreement and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions transaction contemplated thereunder. To the best of the Directors’ knowledgeThe Company has obtained a written approval from Pacific Climax, information and beliefwhich, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of as at the date of the this announcement, Yue Da Group held 530,894,000 Shares (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22approximately 70.94% of the issued share capital of the Company, has provided written shareholder’s approvals on ) for the Supplemental Agreements approval of the Finance Lease Agreement and the transactions transaction contemplated thereunder. As such, no thereunder in lieu of a resolution to be passed at a general meeting will be convened for approving of the Factoring Agreements and the transactions contemplated thereunder Company pursuant to Rule 14.44 of the Listing Rules. A circularAs such, no extraordinary general meeting will be convened by the Company to approve the Finance Lease Agreement and the transaction contemplated thereunder. In addition, a circular containing among other things, further details of the Factoring Agreements Finance Lease Agreement and the transaction contemplated thereunder and such other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 24 September 2020, which is more than 15 business days after the publication of this announcement, as more time is required for the preparation of certain information to be included in the circular. FINANCE LEASE AGREEMENT The Board is pleased to announce that on 13 June 2018.August 2020, the Lessor and the Lessee, an indirect non- wholly owned subsidiary of the Company, entered into the Finance Lease Agreement, pursuant to which: (i) the Lessor conditionally agreed to purchase certain amusement and ancillary facilities (such as roller coaster and waterpark facilities) used in Chengdu Happy Valley currently owned by the Lessee, at the Purchase Consideration of RMB500,000,000.00, and (ii) following the acquisition, the Lessor conditionally agreed to lease the Leased Assets to the Lessee, for a Lease Term of 36 months starting from the date of payment of the Purchase Consideration by the Lessor to the Lessee, at an aggregate estimated Lease Payment of approximately RMB549,401,142.48. Upon expiry of the Lease Term, the Lessee shall purchase the Leased Assets at the Repurchase Consideration of RMB1.00. The principal terms of the Finance Lease Agreement are summarised as follow: Date 13 August 2020 Parties

LISTING RULES IMPLICATIONS. Apart from As the Supplemental Factoring Agreement entered into between Option Consideration payable by Balmain Asia or, as the Company case may be, Stella Fashion, for the exercise of the Options will only be determined with reference to the EBITDA of Ex- PRC JVC or, as the case may be, PRC Distribution JVC, and Dixun (their respective subsidiaries, at the time of exercise of the Options, the highest applicable percentage ratio (possible monetary value for the exercise of the Options cannot be ascertained as defined under at the date of this announcement. Under Rule 14.76 of the Listing Rules) is less than 5%), each the grant, acquisition and exercise of the Supplemental Factoring Options under the Joint Venture Agreements itself was constitute a discloseable major transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements and therefore are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation subject to the factoring transactions entered into between the Company announcement and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company Shareholders’ approval requirements under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 In the event that the actual monetary value for the Option Consideration payable or receivable by the Group upon exercise of the Options results in the disposal of the Ex-PRC JVC Option Shares or, as the case may be, the acquisition of the PRC Distribution JVC Option Shares upon exercise of the Options falling within a higher classification of notifiable transaction under Chapter 14 of the Listing Rules, Shareholders’ approval the Company shall make an announcement as soon as practicable and shall comply with the additional requirements of such higher classification under Chapter 14 of the Supplemental Factoring Agreements may be given by way Listing Rules. So far as the Directors are aware of written Shareholders’ approval in lieu after making reasonable enquiries, none of holding a general meeting if (1) no Shareholder is the Shareholders would have been required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Joint Venture Agreements and the transactions contemplated thereunder. As such, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44(2) of the date Listing Rules. The Relevant Shareholders, a closely allied group of the announcement, Yue Da Group (H.K.) Co., Limited, Shareholders holding 808,971,333 Shares, 504,319,737 Shares in aggregate representing 69.22approximately 63.49% of the issued share capital of the Company, has provided have given their written shareholder’s approvals approval on the Supplemental entering into of the Joint Venture Agreements and the transactions contemplated thereunder, including the grant, acquisition and exercise of the Options. As suchAccordingly, no extraordinary general meeting of the Company will be convened for the purpose of approving the Factoring Joint Venture Agreements and the transactions contemplated thereunder pursuant (including the grant, acquisition and exercise of the Options). A circular containing, among other information, further details of the Joint Venture Agreements and the transactions contemplated thereunder will be dispatched to the Shareholders for their reference as soon as practicable but in any event not later than 22 June 2011. PRC Distribution JVC will become the Company’s subsidiary after Completion. As Balmain Asia will become a substantial shareholder of PRC Distribution JVC after Completion, holding 40% of its entire issued share capital (without taking into account the exercise of the PRC Distribution JVC Call Option or the PRC Distribution JVC Put Option), and Balmain Asia will hold 60% of the entire issued share capital of Ex-PRC JVC (without taking into account the exercise of the Ex-PRC JVC Call Option or the Ex-PRC JVC Put Option) and Ex-PRC JVC is therefore an associate of Balmain Asia, both Balmain Asia and Ex-PRC JVC will become connected persons of the Company after the Completion. For so long as they remain as connected persons of the Company, any transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will constitute continuing connected transactions of the Company after Completion. Nevertheless, as these transactions will constitute continuing connected transactions only because they involve a person who is a connected person of the Company only by virtue of its relationship with PRC Distribution JVC, being the Company’s subsidiary, and the value of PRC Distribution JVC’s total assets, profits and revenue are expected to represent less than 10% under the relevant percentage ratios as defined under Rule 14.44 14.04(9) of the Listing Rules after the Completion, the Directors expected that the transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will be exempted from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Rule 14A.33(4) of the Listing Rules. A circular, containing among other things, details The Company will re-comply with the applicable requirements under Chapter 14A of the Factoring Agreements Listing Rules as and other information as required when PRC Distribution JVC no longer meets the exemption requirements under Rule 14A.33(4) of the Main Board Listing Rules. INFORMATION ON THE RELEVANT SHAREHOLDERS Cordwalner Bonaventure Inc., holder of an aggregate of 246,412,214 Shares as at the date of this announcement, is expected and has been the Company’s controlling shareholder since the Company’s listing in July 2007. The other Relevant Shareholders, which are investment holding companies beneficially owned or controlled by certain Directors, senior management and/or employees of the Group or their respective family members, are shareholders of Cordwalner Bonaventure Inc. holding about 99.69% of its issued share capital. These Directors, senior management and/or employees of the Group or their respective family members have been the ultimate beneficial owners of Cordwalner Bonaventure Inc. since the Company’s listing. The respective interests of the Relevant Shareholders in the Shares and relationship among the Relevant Shareholders are summarised in the table below: Name of the Relevant Shareholders (place of incorporation) Number and percentage of Shares The beneficial owner(s) of the Relevant Shareholders Cordwalner Bonaventure Inc. 246,412,214 Owned as to be despatched to 99.69% by the some of (incorporated in the BVI) (31.02%) the other Relevant Shareholders on or before 13 June 2018.A Plus Investment Ltd. 23,832,860 Senior management and employees (incorporated in Samoa) (3.00%) of the Group Giant Victory Enterprise Co., Ltd. 32,108,821 Family members of Mr. Xxxx Xx-Xxxx (incorporated in Samoa) (4.04%) Xxxxxxxx, an executive Director Blue Diamond Investment Corp. 21,921,870 Wholly-owned by Mr. Xxxx Xx-Xxxx (incorporated in Samoa) (2.76%) Xxxxxxxx, an executive Director Best Trace Limited 1,506,480 Family members of Mr. Xxxx Xx-Xxxx (incorporated in the BVI) (0.19%) Xxxxxxxx, an executive Director Merci Capital Limited 28,551,674 Wholly-owned by Xx. Xxxxxx Xxx- (incorporated in the BVI) (3.59%) Xxxxx, Xxxx, an executive Director Name of the Relevant Shareholders (place of incorporation) Number and percentage ofShares The beneficial owner(s) of the Relevant Shareholders Perfect Epoch Limited 26,205,289 Wholly-owned by Xx. Xxxx Xxxx- (incorporated in the BVI) (3.30%) Xxxxx, Xxxx, an executive Director Cassini Inc. 23,610,264 Directors and senior management of (incorporated in the BVI) (2.97%) the Group Huygens Inc. 28,472,442 Senior management and employees (incorporated in the BVI) (3.58%) of the Group Enceladus Investment Inc. 13,450,685 Senior management and employees (incorporated in the BVI) (1.69%) of the Group Xanadu Plus Inc. 8,514,388 Senior management and employees (incorporated in the BVI) (1.07%) of the Group Atelier One Inc. 12,482,750 Senior management and employees (incorporated in the BVI) (1.57%) of the Group Atelier Two Inc. 25,460,000 Senior management and employees (incorporated in the BVI) (3.21%) of the Group Atelier Three Inc. 11,790,000 Senior management and employees (incorporated in the BVI) (1.48%) of the Group 504,319,737 (63.49%) DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

LISTING RULES IMPLICATIONS. Apart from As the Supplemental Factoring Lessor was an indirect wholly-owned subsidiary of Huarong Investment, a former listed company on the Stock Exchange, the Credit Framework Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of Huarong Investment at the time of the entering into of the transaction in 2017. Subsequent to Huarong Investment being privatized by the Company and the listing of its shares being withdrawn in November 2020, the Lessor has become an indirect wholly- owned subsidiary of the Company, and thus the entering into the Settlement Agreement by the Lessor constitutes a provision of financial assistance by the Group under the Listing Rules. As each one of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Settlement Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than exceed 25% but less than 100%, the entering into the Supplemental Factoring Settlement Agreement and the Factoring Contracts by the same Party or associated parties constitutes a major transactions transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular circular, and Shareholders’ approval requirements under requirements. As none of the Listing RulesDirectors has a material interest in Settlement Agreement, no Director has abstained from voting on the relevant board resolutions. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval (i) as no Shareholder has a material interest in the Settlement Agreement, none of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunderSettlement Agreement; and (2ii) the Company intends to obtain a written Shareholdersshareholders’ approval has been obtained from a Shareholder or a closely allied group Camellia Pacific Investment Holding Limited and Right Select International Limited (佳擇國際有限公司), holding 1,830,117,664 and 2,611,438,440 shares of Shareholders who together hold more than 50the Company, respectively (in aggregate representing approximately 51% of the total issued share capital shares of the Company giving Company) for the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best approval of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements Settlement Agreement and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As sucha result, no special general meeting will be convened for approving by the Factoring Agreements and Company to approve the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing RulesSettlement Agreement. A circularcircular setting out, containing among other thingsothers, (i) further details of the Factoring Agreements Settlement Agreement; (ii) financial information of the Group; and (iii) other information as required to be disclosed under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018within 15 business days (as defined in the Listing Rules) of the publication of this announcement. However, as no special general meeting will be convened for approving the Settlement Agreement, the circular will be published for Shareholders’ information purpose only and will not contain any notice of the special general meeting.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each As of the Supplemental Factoring Agreements itself was date of this announcement, Yangxi Electric is a discloseable transaction wholly-owned subsidiary of Guangdong Huaxia Electric, which is owned and controlled by, through various intermediaries, Xx. Xxx Xxxxxx (朱一航). Xx. Xxx Xxxxxx is a brother and thus, an associate of Xx. Xxx, who is a non-executive Director and substantial Shareholder. Xx. Xxx and his associate(s) held an aggregate of 152,170,529 Shares, representing approximately 15.13% of the total issued Shares, as at the date of this announcement. Yangxi Electric is deemed to be a connected person of our Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) Chapter 14A of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, thereforeTherefore, the applicable percentage ratios for transactions under the Company in relation to the factoring No. 5-6 Yangxi Facilities Maintenance Service Agreement with Yangxi Electric constitute continuing connected transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rulesour Company. As the The highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Annual Cap for the transactions contemplated under the No. 5-6 Yangxi Facilities Maintenance Service Agreement is less than 5% and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are maximum Annual Cap is expected to be more than 25% but less than 100%HK$3 million. Therefore, the entering into transactions contemplated under the Supplemental Factoring No. 5-6 Yangxi Facilities Maintenance Service Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore will be subject to the reporting, announcement, circular announcement and annual review requirements but will be exempt from independent Shareholders’ approval requirements under pursuant to Rule 14A.76 of the Listing Rules. Pursuant to Rule 14.44 14A.52 of the Listing Rules, Shareholders’ approval the term of an agreement governing the continuing connected transaction must not exceed three years except in special circumstances where the nature of the Supplemental Factoring Agreements transaction requires it to be of a longer contract term. Therefore, the Company has engaged Gram Capital to explain the reasons for a longer period required for the term of No. 5-6 Yangxi Facilities Maintenance Service Agreement and to confirm that it is normal business practice for an agreements of this type to be of such duration. Please refer to the section headed “Opinion from Gram Capital” below in this announcement for further details. Xx. Xxx may be given by way of written Shareholders’ approval regarded as having a material interest in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; under No. 5-6 Yangxi Facilities Maintenance Service Agreement and (2) therefore he has abstained from voting at the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% meeting of the issued share capital Board convened for the purpose of approving the said transactions. Save as disclosed above, none of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and Directors has a material interest in the transactions contemplated thereunderunder No. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 20185-6 Yangxi Facilities Maintenance Service Agreement.

LISTING RULES IMPLICATIONS. Apart from As the Supplemental Factoring Agreement entered into between Option Consideration payable by Balmain Asia or, as the Company case may be, Stella Fashion, for the exercise of the Options will only be determined with reference to the EBITDA of Ex- PRC JVC or, as the case may be, PRC Distribution JVC, and Dixun (their respective subsidiaries, at the time of exercise of the Options, the highest applicable percentage ratio (possible monetary value for the exercise of the Options cannot be ascertained as defined under at the date of this announcement. Under Rule 14.76 of the Listing Rules) is less than 5%), each the grant, acquisition and exercise of the Supplemental Factoring Options under the Joint Venture Agreements itself was constitute a discloseable major transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements and therefore are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation subject to the factoring transactions entered into between the Company announcement and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company Shareholders’ approval requirements under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 In the event that the actual monetary value for the Option Consideration payable or receivable by the Group upon exercise of the Options results in the disposal of the Ex-PRC JVC Option Shares or, as the case may be, the acquisition of the PRC Distribution JVC Option Shares upon exercise of the Options falling within a higher classification of notifiable transaction under Chapter 14 of the Listing Rules, Shareholders’ approval the Company shall make an announcement as soon as practicable and shall comply with the additional requirements of such higher classification under Chapter 14 of the Supplemental Factoring Agreements may be given by way Listing Rules. So far as the Directors are aware of written Shareholders’ approval in lieu after making reasonable enquiries, none of holding a general meeting if (1) no Shareholder is the Shareholders would have been required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Joint Venture Agreements and the transactions contemplated thereunder. As such, written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44(2) of the date Listing Rules. The Relevant Shareholders, a closely allied group of the announcement, Yue Da Group (H.K.) Co., Limited, Shareholders holding 808,971,333 Shares, 504,319,737 Shares in aggregate representing 69.22approximately 63.49% of the issued share capital of the Company, has provided have given their written shareholder’s approvals approval on the Supplemental entering into of the Joint Venture Agreements and the transactions contemplated thereunder, including the grant, acquisition and exercise of the Options. As suchAccordingly, no extraordinary general meeting of the Company will be convened for the purpose of approving the Factoring Joint Venture Agreements and the transactions contemplated thereunder pursuant (including the grant, acquisition and exercise of the Options). A circular containing, among other information, further details of the Joint Venture Agreements and the transactions contemplated thereunder will be dispatched to the Shareholders for their reference as soon as practicable but in any event not later than 22 June 2011. PRC Distribution JVC will become the Company’s subsidiary after Completion. As Balmain Asia will become a substantial shareholder of PRC Distribution JVC after Completion, holding 40% of its entire issued share capital (without taking into account the exercise of the PRC Distribution JVC Call Option or the PRC Distribution JVC Put Option), and Balmain Asia will hold 60% of the entire issued share capital of Ex-PRC JVC (without taking into account the exercise of the Ex-PRC JVC Call Option or the Ex-PRC JVC Put Option) and Ex-PRC JVC is therefore an associate of Balmain Asia, both Balmain Asia and Ex-PRC JVC will become connected persons of the Company after the Completion. For so long as they remain as connected persons of the Company, any transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will constitute continuing connected transactions of the Company after Completion. Nevertheless, as these transactions will constitute continuing connected transactions only because they involve a person who is a connected person of the Company only by virtue of its relationship with PRC Distribution JVC, being the Company’s subsidiary, and the value of PRC Distribution JVC’s total assets, profits and revenue are expected to represent less than 10% under the relevant percentage ratios as defined under Rule 14.44 14.04(9) of the Listing Rules after the Completion, the Directors expected that the transactions contemplated under the Master Manufacturing Agreement and the Master Purchase Agreement will be exempted from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Rule 14A.33(4) of the Listing Rules. A circular, containing among other things, details The Company will re-comply with the applicable requirements under Chapter 14A of the Factoring Agreements Listing Rules as and other information as required when PRC Distribution JVC no longer meets the exemption requirements under Rule 14A.33(4) of the Main Board Listing Rules. INFORMATION ON THE RELEVANT SHAREHOLDERS Cordwalner Bonaventure Inc., holder of an aggregate of 246,412,214 Shares as at the date of this announcement, is expected and has been the Company’s controlling shareholder since the Company’s listing in July 2007. The other Relevant Shareholders, which are investment holding companies beneficially owned or controlled by certain Directors, senior management and/or employees of the Group or their respective family members, are shareholders of Cordwalner Bonaventure Inc. holding about 99.69% of its issued share capital. These Directors, senior management and/or employees of the Group or their respective family members have been the ultimate beneficial owners of Cordwalner Bonaventure Inc. since the Company’s listing. The respective interests of the Relevant Shareholders in the Shares and relationship among the Relevant Shareholders are summarised in the table below: Name of the Number and Relevant Shareholders percentage of The beneficial owner(s) of (place of incorporation) Shares the Relevant Shareholders Cordwalner Bonaventure Inc. 246,412,214 Owned as to be despatched to 99.69% by the some of (incorporated in the BVI) (31.02%) the other Relevant Shareholders on or before 13 June 2018.A Plus Investment Ltd. 23,832,860 Senior management and employees (incorporated in Samoa) (3.00%) of the Group Giant Victory Enterprise Co., Ltd. 32,108,821 Family members of Mr. Xxxx Xx-Ming (incorporated in Samoa) (4.04%) Xxxxxxxx, an executive Director Blue Diamond Investment Corp. 21,921,870 Wholly-owned by Mr. Xxxx Xx-Ming (incorporated in Samoa) (2.76%) Xxxxxxxx, an executive Director Best Trace Limited 1,506,480 Family members of Mr. Xxxx Xx-Ming (incorporated in the BVI) (0.19%) Xxxxxxxx, an executive Director Merci Capital Limited 28,551,674 Wholly-owned by Xx. Xxxxxx Jeh- (incorporated in the BVI) (3.59%) Xxxxx, Xxxx, an executive Director Name of the Number and Relevant Shareholders percentage of The beneficial owner(s) of (place of incorporation) Shares the Relevant Shareholders Perfect Epoch Limited 26,205,289 Wholly-owned by Xx. Xxxx Ming- (incorporated in the BVI) (3.30%) Cheng, Eric, an executive Director Cassini Inc. 23,610,264 Directors and senior management of (incorporated in the BVI) (2.97%) the Group Huygens Inc. 28,472,442 Senior management and employees (incorporated in the BVI) (3.58%) of the Group Enceladus Investment Inc. 13,450,685 Senior management and employees (incorporated in the BVI) (1.69%) of the Group Xanadu Plus Inc. 8,514,388 Senior management and employees (incorporated in the BVI) (1.07%) of the Group Atelier One Inc. 12,482,750 Senior management and employees (incorporated in the BVI) (1.57%) of the Group Atelier Two Inc. 25,460,000 Senior management and employees (incorporated in the BVI) (3.21%) of the Group Atelier Three Inc. 11,790,000 Senior management and employees (incorporated in the BVI) (1.48%) of the Group 504,319,737 (63.49%) DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each As one or more of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are Transaction is more than 25% but all are less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties Transaction constitutes a major transactions for transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval may be accepted in lieu of holding a general meeting of the Company if (1i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements Construction Agreement and the transactions contemplated thereunderTransaction; and (2ii) the a written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote voting rights at that general meeting of the Company to approve the Supplemental Factoring Agreements Construction Agreement and the transactions contemplated thereunderTransaction. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, none of the Shareholders has any material interest in the Construction Agreement and the Transaction. Since no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will were to be convened for approving the Factoring Agreements approval of the Construction Agreement and the transactions contemplated thereunder Transaction, a written Shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. As at the date of this announcement, World Empire, being the controlling Shareholder of the Company holding 150,000,000 Shares, representing approximately 58.2% of the total number of issued Shares of the Company, has given a written Shareholder’s approval with respect to the Construction Agreement and the Transaction. A circularCircular containing, containing among other things, further details of the Factoring Agreements Construction Agreement and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 201815 December 2020 as additional time is required for the Company to prepare and finalise certain information relating to indebtedness statements and working capital sufficiency for inclusion in the Circular, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules in respect of the delay in despatch of the Circular.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring Xxxxxx Xxxxxxx and Xiamen Liyuan is a subsidiary of C&D Real Estate, a controlling shareholder, Xxxxxx Xxxxxxx and Xiamen Liyuan are considered as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 connected persons of the Listing Rules in relation to each Company. The entering into of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party Capital Increase Agreement will therefore constitute a connected transaction under Rule 14.23(1) Chapter 14A of the Listing Rules. As announced by the ultimate beneficial owners Company on 1 December 2015 and 31 December 2015, Xx Xxx and Xxxx Xxx entered into a cooperation agreement for the formation of Lunsunthe Joint Venture which subsequently acquired a land located in Zhangzhou, Dafeng Hairong Fujian, the PRC. Moreover, as announced by the Company on 5 January 2017, Xx Xxx further acquired 60% equity interests in the Joint Venture from the existing shareholders of the Joint Venture. Further, as mentioned above, on 18 August 2016, Xx Xxx entered into the First Capital Increase Agreement with Xxxxxx Xxxxxxx and Dixun Xiamen Liyuan, pursuant to which Xx Xxx contributed an aggregate amount of RMB517,900,000 and acquired approximately 13% of the registered capital of the Target Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Second Capital Increase Agreement are parties associated required to be aggregated with the Previous Transaction. After aggregation, as one another, therefore, or more of the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than Aggregated Transaction exceed 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties Aggregated Transaction constitutes major transactions for the Company a very substantial acquisition under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular announcement and Shareholdersindependent shareholders’ approval requirements under the Listing Rulesrequirements. Pursuant An EGM will be held to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for seek the approval of the Supplemental Factoring Agreements and Independent Shareholders of the transactions contemplated thereunder; under the Second Capital Increase Agreement. C&D Real Estate and (2) its associates shall abstain from voting on the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting proposed resolution to approve the Supplemental Factoring Agreements and the transactions contemplated thereunderunder the Second Capital Increase Agreement at the EGM. To Save for the aforesaid and to the best of the Directors’ knowledge, information and belief, and belief of the Directors after having made all reasonable enquiries, as at the date of this announcement, no other Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and interested in the transactions contemplated thereunderunder the Second Capital Increase Agreement. As An Independent Board Committee consisting of all the independent non-executive Directors will be established to consider and advise the Independent Shareholders on the transactions contemplated under the Second Capital Increase Agreement. An independent financial adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the date transactions contemplated under the Second Capital Increase Agreement are on normal commercial terms or better, in the ordinary and usual course of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital business of the Company, has provided written shareholder’s approvals on and in the Supplemental Agreements interests of the Company and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information Shareholders as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018a whole.

LISTING RULES IMPLICATIONS. Apart from Given that the Loan Agreement and the Supplemental Factoring Loan Agreement are entered into between by the Company same parties within a 12-month period, the Aggregated Transactions constitute a series of related transactions and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each are required to be aggregated pursuant to Rule 14.22 of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each one or more of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under set out in Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are Aggregated Transactions is more than 255% but less than 10025%, the entering into the Supplemental Factoring Loan Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for transaction contemplated thereunder constitute a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules which is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules and Rules. Reference is therefore subject made to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 announcement of the Listing RulesCompany dated 29 December 2017 (the “Announcement”) in relation to the provision of the Loan. Unless otherwise stated, Shareholders’ approval capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. SUPPLEMENTAL AGREEMENT IN RELATION TO THE EXTENSION OF MATURITY DATE OF THE LOAN On 29 March 2018, the Lender, the Borrower and the Chargors entered into a supplemental loan agreement (the “Supplemental Loan Agreement”), pursuant to which the Lender agrees to extend the maturity date of the Loan from 29 March 2018 to 29 April 2018 , or any other later date as mutually agreed in writing by the Lender and the Borrower in advance. Save as disclosed herein, all other terms and provisions of the Loan Agreement shall remain unchanged and in full force and effect. The terms of the Supplemental Factoring Agreements may be given Loan Agreement were arrived at by way the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for Loan. The Board considers that the approval terms of the Supplemental Factoring Agreements Loan Agreement are fair and reasonable and are in the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital interests of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunderShareholders as a whole. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if each of the Borrower, the Chargors, and their respective ultimate beneficial owners are third parties independent of the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of its connected persons under the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.

LISTING RULES IMPLICATIONS. Apart from Upon completion of the Supplemental Factoring Agreement entered into proposed Super Hi Spin-off, Super Hi will cease to be a subsidiary of Haidilao and will be indirectly held as to approximately 54.28% by the controlling shareholders of the Company, Xx. Xxxxx Xxxx and Xx. Xxx Xxxx, respectively being a non-executive Director and an executive Director. Super Hi will be therefore a connected person of the Company by virtue of being an associate of the controlling shareholders and Directors of the Company, and the sales transactions between the Company Group and Dixun (the highest applicable percentage ratio (as defined Super Hi Group will cease to be part of the continuing connected transactions contemplated under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction Haidilao Master Sales Agreement and constitute separate continuing connected transactions of the Company under the Listing Rules. As each Considering the transactions contemplated under the Super Hi Master Sales Agreement have been part of the Parties transactions contemplated under the Haidilao Master Sales Agreement for which the Company has previously entered into business factoring contracts already complied with Yueda Commercial Factoring as disclosed the relevant requirements under Chapter 14A of the Listing Rules and the proposed annual caps in respect of the Announcements, thereforeSuper Hi Master Sales Agreement are spun off from the Haidilao Master Annual Caps, the applicable percentage ratios for the Company as calculated under pursuant to Rule 14.07 of the Listing Rules in relation to each respect of the Supplemental Agreements are to proposed annual caps for transactions contemplated under the Super Hi Master Sales Agreement will not be aggregated repeatedly calculated in aggregation with the Haidilao Master Annual Caps in respect of the Haidilao Master Agreement. As the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation pursuant to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are in respect of the proposed annual caps for the transaction contemplated under the Super Hi Master Sales Agreement exceed 0.1% but less than 5%, the Super Hi Master Sales Agreement is subject to be further aggregated the reporting and announcement requirements but is exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under Rule 14.23(1) Chapter 14A of the Listing Rules. As The Company will re-comply with relevant requirements, including the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement circular, independent financial advice and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%independent shareholders’ approval requirements, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 14A of the Listing Rules and before (i) the proposed annual caps for the Super Hi Master Sales Agreement is therefore subject exceeded; or (ii) the Company proposes to renew the reportingSuper Hi Master Sales Agreement or the Haidilao Sales Agreement or effect a material change to their respective terms. As Xx. Xxxx Xxx, announcementan executive Director, circular and Shareholders’ approval requirements under together with Xx. Xxxxxx Xxx, the Listing Rulesspouse of Xx. Pursuant Xxxx Xxx, will be interested in approximately 8.21% of the shares of Super Hi upon completion of the proposed Super Hi Spin-off, Xx. Xxxx Xxx is deemed to Rule 14.44 of have material interests in the Super Hi Master Sales Agreement. In accordance with the Listing Rules, Shareholders’ approval Xx. Xxxxx Xxxx, Xx. Xxx Xxxx and Xx. Xxxx Xxx, and their respective associates have a material interest in the Super Hi Master Sales Agreement and Xx. Xxxxx Xxxx, Xx. Xxx Xxxx and Xx. Xxxx Xxx have abstained from considering and approving the Super Hi Master Sales Agreement and the transactions thereunder at the Board meeting. Save for Xx. Xxxxx Xxxx, Xx. Xxx Xxxx and Xx. Xxxx Xxx, none of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder Directors has any material interests or is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018resolutions.

LISTING RULES IMPLICATIONS. Apart Mr. XXXX Xx Xxx (“Xx. Xxxx”) was the chairman of the Board, chief executive officer of the Group and an executive Director and he resigned from the Supplemental Factoring Agreement entered into between positions of chairman of the Board and chief executive officer of the Group with effect from 5 February 2015, and resigned as an executive Director with effect from 23 February 2015. He is a connected person of the Company by being an executive Director in the last twelve months from the date of the Renewed Master Lease Agreement. As Wellbuild is (i) a wholly-owned subsidiary of Roly; and Dixun (ii) a controlled corporation and an associate of Xx. Xxxx who was an executive Director during the highest applicable percentage ratio (period from 1 May 2014 to 23 February 2015 and a director of Wellbuild, Wellbuild and its subsidiaries are regarded as defined connected persons of the Company. Accordingly, the transactions contemplated under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of Renewed Master Lease Agreement constitute continuing connected transactions for the Company under the Listing Rules. As each of the Parties Xx. Xxxx resigned from directorship with effect from 23 February 2015, and no Director has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed a material interest in the Announcementstransactions contemplated under the Renewed Master Lease Agreement, therefore, no Director is required to abstain from voting on the applicable percentage ratios for board resolution approving the Company as calculated transactions contemplated under the Renewed Master Lease Agreement. Pursuant to Rule 14.07 14A.54 of the Listing Rules in relation Rules, due to each the entering of the Supplemental Agreements Renewed Master Lease Agreement, the Company is required to re-comply with the reporting and announcement requirement under the Listing Rules. The transactions contemplated under the Renewed Master Lease Agreement constitute continuing connected transactions of the Company and, on a stand-alone basis, are exempt from the reporting, announcement and independent shareholders’ approval requirements. Under Rule 14A.81 of the Listing Rules, the transactions contemplated under the Renewed Master Lease Agreement are required to be aggregated with the transactions contemplated under the Master Lease Agreement for the purpose of determining the classification. Since the applicable percentage ratios of the factoring business contracts entered into between Listing Rules calculated with reference to the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios Revised 2015 Annual Cap for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are year ended 30 April 2015 is more than 250.1% but less than 1005%, the entering into transactions contemplated under the Supplemental Factoring Renewed Master Lease Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore are only subject to the reporting, announcementannual review and announcement requirements, circular and Shareholdersbut are exempt from the independent shareholders’ approval requirements requirement under the Listing Rules. Pursuant to Rule 14.44 Chapter 14A of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring Xxxxxx Xxxxxxx and Xiamen Liyuan is a subsidiary of C&D Real Estate, a controlling shareholder, Xxxxxx Xxxxxxx and Xiamen Liyuan are considered as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 connected persons of the Listing Rules in relation to each Company. The entering into of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party Second Capital Increase Agreement will therefore constitute a connected transaction under Rule 14.23(1) Chapter 14A of the Listing Rules. As announced by the ultimate beneficial owners Company on 1 December 2015 and 31 December 2015, Xx Xxx and Xxxx Xxx entered into a cooperation agreement for the formation of Lunsunthe Joint Venture which subsequently acquired a land located in Zhangzhou, Dafeng Hairong Fujian, the PRC. Moreover, as announced by the Company on 5 January 2017, Xx Xxx further acquired 60% equity interests in the Joint Venture from the existing shareholders of the Joint Venture. Further, as mentioned above, on 18 August 2016, Xx Xxx entered into the First Capital Increase Agreement with Xxxxxx Xxxxxxx and Dixun Xiamen Liyuan, pursuant to which Xx Xxx contributed an aggregate amount of RMB517,900,000 and acquired approximately 13% of the registered capital of the Target Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under Second Capital Increase Agreement are parties associated required to be aggregated with the Previous Transaction. After aggregation, as one another, therefore, or more of the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than Aggregated Transaction exceed 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties Aggregated Transaction constitutes major transactions for the Company a very substantial acquisition under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular announcement and Shareholdersindependent shareholders’ approval requirements under the Listing Rulesrequirements. Pursuant An EGM will be held to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for seek the approval of the Supplemental Factoring Agreements and Independent Shareholders of the transactions contemplated thereunder; under the Second Capital Increase Agreement. C&D Real Estate and (2) its associates shall abstain from voting on the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting proposed resolution to approve the Supplemental Factoring Agreements and the transactions contemplated thereunderunder the Second Capital Increase Agreement at the EGM. To Save for the aforesaid and to the best of the Directors’ knowledge, information and belief, and belief of the Directors after having made all reasonable enquiries, as at the date of this announcement, no other Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and interested in the transactions contemplated thereunderunder the Second Capital Increase Agreement. As An Independent Board Committee consisting of all the independent non-executive Directors will be established to consider and advise the Independent Shareholders on the transactions contemplated under the Second Capital Increase Agreement. An independent financial adviser has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the date transactions contemplated under the Second Capital Increase Agreement are on normal commercial terms or better, in the ordinary and usual course of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital business of the Company, has provided written shareholder’s approvals on and in the Supplemental Agreements interests of the Company and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information Shareholders as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018a whole.

LISTING RULES IMPLICATIONS. Apart from TCL Corporation, being the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction ultimate controlling shareholder of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of currently holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22approximately 64.95% of the issued share capital of the Company), has provided written shareholder’s approvals on is a connected person of the Supplemental Agreements and Company under the Listing Rules. Therefore, the transactions contemplated thereunderunder the Master Supply (Sale) Agreement (2015) constitute continuing connected transactions of the Company. As suchone or more of the applicable percentage ratios (other than the profits ratio) with reference to the Proposed Annual Caps exceed 5%, no general meeting will be convened for approving the Factoring Agreements and the continuing connected transactions contemplated thereunder pursuant are subject to Rule 14.44 the reporting, announcement, Independent Shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules. A circularNotwithstanding that the applicable percentage ratios with reference to the Proposed Annual Caps exceed 25%, pursuant to Rule 14.04(1)(g) of Listing Rules, the transactions contemplated under the Master Supply (Sale) Agreement (2015) do not constitute major transactions of the Company since these are transactions of revenue nature in the ordinary and usual course of business of the Company. An Independent Board Committee will be established to advise the Independent Shareholders on the terms of the Master Supply (Sale) Agreement (2015) and the Proposed Annual Caps. The Company will also appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The Company will dispatch to the Shareholders a circular containing among other things, further details of the Factoring Agreements Master Supply (Sale) Agreement (2015) and other information as required under the Main Proposed Annual Caps, letters from the Independent Board Listing RulesCommittee and the independent financial adviser, is expected to be despatched to and a notice convening the Shareholders EGM on or before 13 June 201812 October 2015. TCL Corporation and TCL Associates will abstain from voting on the resolutions in respect of the Master Supply (Sale) Agreement (2015), the transactions contemplated thereunder and the Proposed Annual Caps required to be put forward at the EGM. Notwithstanding the respective interests of certain Directors in TCL Corporation, none of them is considered as having a material interest in the transactions contemplated under the Master Supply (Sale) Agreement (2015). Therefore, all Directors are entitled to vote pursuant to the Company’s memorandum and articles of association. GENERAL INFORMATION OF THE PARTIES The Group designs, manufactures and markets an expanding portfolio of mobile and internet products worldwide under two key brands - "TCL" and "ALCATEL ONE TOUCH". The Group’s portfolio of products is currently sold in the PRC and over 160 countries throughout the Americas, Europe, the Middle East, Africa and Asia Pacific. The Group operates its highly efficient manufacturing plants and research and development centres in various provinces of the PRC with its headquarters in Shenzhen, the PRC. For more information on the Company, please visit the Company’s official website at xxxx://xxxxxx.xxx.xxx (the information that appears in this website does not form part of this announcement). TCL Corp Group (including the Group) is a major PRC conglomerate that designs, develops, manufactures and markets a wide range of the electronic, telecommunications, information technology and electrical products. For more information on TCL Corporation, please visit TCL Corporation's official website at xxxx://xxx.xxx.xxx (the information that appears in this website does not form part of this announcement).

LISTING RULES IMPLICATIONS. Apart from Possible very substantial acquisition Subject to the Supplemental Factoring Agreement entered entering into between of the Company and Dixun (Formal Agreement, the highest applicable percentage ratio (transactions as defined currently contemplated under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was Framework Agreement together may constitute a discloseable transaction very substantial acquisition of the Company under Chapter 14 of the Listing Rules. As each , on the basis that one or more of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated Possible Acquisitions under Rule 14.07 of the Listing Rules may be more than 100%. The transactions contemplated in relation the Framework Agreement, if materialised, may therefore be subject to each the approval of the Supplemental Agreements are Shareholders (by way of poll) under the Listing Rules. Possible reverse takeover and new listing application In addition, subject to be aggregated with the applicable percentage ratios entering into of the factoring business contracts entered into between Formal Agreement, the transactions as currently contemplated in the Framework Agreement may constitute a reverse takeover for the Company and the same party under Rule 14.23(114.06(6)(b) of the Listing Rules. As , on the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring basis that such transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions may constitute a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and is may at the same time involve an acquisition of assets from the Guangxi Parties within 24 months of the Guangxi Parties and parties acting in concert with any of them gaining control (as defined under the Takeovers Code) of the Company. Accordingly, under Rule 14.54 of the Listing Rules, the Company may be treated as if it were a new listing applicant. Such transactions may therefore be also subject to the reporting, announcement, circular and Shareholders’ approval by the Listing Committee of the Stock Exchange of a new listing application to be made by the Company. Such new listing application may be required to comply with all the requirements under the Listing Rules. Pursuant to Rule 14.44 , in particular the requirements under Chapters 8, 9 and 18 of the Listing Rules. None of the relevant materials regarding the new listing application have, Shareholders’ as at the date of this announcement, been submitted to the Stock Exchange, and the Company will, subject to the entering into of the Formal Agreement, initiate the new listing application process as soon as practicable. The Listing Committee of the Stock Exchange may or may not grant its approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ new listing application. If such approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if not granted, the Company were to convene a general meeting for Framework Agreement will lapse and the approval sale and purchase of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the entire issued share capital of the First Target Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Second Target Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018not proceed.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company THTF is a controlling Shareholder and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was therefore a discloseable transaction connected persons of the Company under the Listing Rules. As each Accordingly, the 2022 Agreements and the transactions under the 2022 Agreements between the Group and Tongfang Group constitute continuing connected transactions of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in Company under Chapter 14A of the Announcements, thereforeListing Rules. Further, the applicable Group notes from Rule 14A.01 of the Listing Rules and various listing decisions of the Stock Exchange related to continuing connected transactions that the related rules under the Listing Rules aim to ensure that the interests of shareholders as a whole are taken into account by a listed issuer when it enters into transactions with connected persons, in particular to safeguard against connected persons taking advantage of their positions to the detriment of the issuer’s minority shareholders. Hence, taking into account (i) the spirit of the Listing Rules relating to connected transactions; (ii) the amount of transfers both to and from the Group and THTF under the 2022 Business Arrangements Agreement; (iii) the status of THTF as a controlling Shareholder; and (iv) the treatment by the Group of the transfers under the 2019 Business Arrangements Agreement in 2019, for the transfers contemplated under the 2022 Business Arrangements, although no consideration will be paid by the Group to THTF in relation to such business arrangements, given that there will be payments between the Group and THTF, the Board considers it appropriate to subject such payments to the requirements for continuing connected transactions under Chapter 14A of the Listing Rules, and adopt the stated annual caps as the maximum transaction amounts for these transactions. As one or more percentage ratios for the Company (as calculated under defined in Rule 14.07 of the Listing Rules in relation to Rules) for the transactions contemplated under each of the Supplemental 2022 Agreements are to be aggregated with the applicable percentage ratios greater than 5%, each of the factoring business contracts entered into between the Company 2022 Agreements and the same party transactions contemplated under Rule 14.23(1) these agreements are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Resolutions will be put forth to the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, Independent Shareholders at the applicable percentage ratios EGM for the Company in relation Independent Shareholders to the factoring transactions entered into between the Company consider and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 approve each of the Listing Rules are to be further aggregated under Rule 14.23(1) of 2022 Agreements and the Listing Rulesrespective Annual Caps for the years ending 31 December 2023, 2024 and 2025. As the highest applicable percentage ratio (as defined transactions under the Listing Rules) 2022 Agreements are transactions of a revenue nature in respect the ordinary and usual course of business of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%Company, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major these transactions for the Company do not constitute transactions under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined The transactions contemplated under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company Finance Leasing Framework Agreement will constitute transactions under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) Chapter 14 of the Listing Rules. As the ultimate beneficial owners one or more of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company (as defined in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1Rules) of calculated in accordance with the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) Rules in respect of the Supplemental Factoring transactions contemplated under the Finance Leasing Framework Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than exceed 25% but less than 100%, the entering into transactions contemplated thereunder constitute a major transaction for the Supplemental Factoring Agreement Company, subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, Nanshan Group is owned as to 51% by the village member committee of Nanshan Village and 49% by Mr. Xxxx Xxxxxx. Mr. Xxxx Xxxxxx is the father-in-law of Xx. Xxx Xxxxxxxx, one of the Controlling Shareholders, and his brother is the father-in-law of Mr. Xxxx Xxxxxxxx, the Chairman of the Group and the Factoring Contracts by non-executive Director. For the same Party or associated parties constitutes major purpose of the connected transaction rules under the Listing Rules, the Directors considered Nanshan Group to be deemed connected persons under Rule 14A.21 of the Listing Rules. Accordingly, the Finance Leasing Framework Agreement will also constitute continuing connected transactions for the Company under Chapter 14 14A of the Listing Rules and is therefore Rules. As one or more of the applicable percentage ratios in respect of the Annual Caps are more than 5%, the transactions contemplated thereunder are subject to the announcement, reporting, announcementannual review, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant In addition, pursuant to Rule 14.44 14A.52 of the Listing Rules, Shareholders’ approval as the term of the Supplemental Factoring Agreements Individual Agreement to be entered into pursuant to the Finance Leasing Framework Agreement may be given by way of written Shareholders’ approval in lieu of holding a general meeting if exceed three (13) no Shareholder is required to abstain from voting if years, the Company were has appointed Lego as the Independent Financial Adviser to convene explain why the Individual Agreement requires a general meeting longer period and to confirm that it is a normal business practice for the approval agreements of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected this type to be despatched to the Shareholders on or before 13 June 2018of such duration.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each As one or more of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company (as calculated under defined in Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring transactions contemplated under the Finance Lease Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than exceeds 25% but is less than 100%, the entering into of the Supplemental Factoring Finance Lease Agreement and the Factoring Contracts by the same Party or associated parties constitutes transactions contemplated thereunder constitute a major transactions transaction for the Company under Chapter 14 of the Listing Rules and is are therefore subject to the reportingnotice, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant According to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way obtained in the form of written Shareholders’ approval in lieu of holding convening a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereundermeeting. To the best of the Directors’ knowledge, information and belief, and after belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the transactions contemplated under the Finance Lease Agreement. Accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving is required to be convened to approve the Supplemental Factoring Agreements entering into of the Finance Lease Agreement and the transactions contemplated thereunder. As of at the date of the this announcement, Yue Da Group Kunming Dianchi Investment directly holds 660,266,893 shares (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22approximately 64.16% of the total number of issued share capital shares of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder). As suchthe Company has obtained the written approval from Kunming Dianchi Investment, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant according to Rule 14.44 of the Listing Rules, the Company will not convene an extraordinary general meeting for the purpose of approving the entering into of the Finance Lease Agreement and the transactions contemplated thereunder. A circularAccording to Rule 14.41(a) of the Listing Rules, containing a circular containing, among other things, details of the Factoring Agreements Finance Lease Agreement and other information as required to be disclosed under the Main Board Listing Rules, Rules is expected required to be despatched to the Shareholders within 15 business days after the date of this announcement (i.e. on or before 13 June 201817 January 2022). As additional time is required to prepare the financial and other information to be included in the circular, the Company may not be able to despatch the circular within such period, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement in relation to the expected despatch date of the circular in due course.

LISTING RULES IMPLICATIONS. Apart from The Shareholder Loan, when aggregating with the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, thereforeThird Guarantee Transaction, the applicable percentage ratios for Fourth Guarantee Transaction and the Company as calculated under Rule 14.07 Previous Shareholder Loan, constitutes a series of the Listing Rules in relation to each of the Supplemental Agreements are to related transactions and shall be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under pursuant to Rule 14.23(1) 14.22 of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 or more of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) Percentage Ratios in respect of the Supplemental Factoring Agreement Shareholder Loan, when aggregating with the Third Guarantee Transaction, the Fourth Guarantee Transaction and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than Previous Shareholder Loan, exceed 25% but are less than 100%, the entering into of the Supplemental Factoring Shareholder Loan Agreement and the Factoring Contracts by the same Party or associated parties constitutes a major transactions for transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular announcement and Shareholdersshareholders’ approval requirements under the Listing Rules. Pursuant An EGM will be convened and held for the Shareholders to Rule 14.44 consider and, if thought fit, approve the Shareholder Loan Agreement and the transactions contemplated thereunder. A circular containing, among others, (i) further details of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements Loan Agreement and the transactions contemplated thereunder; (ii) the financial information and other information of the Group; (iii) other information as required under the Listing Rules; and (2iv) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% notice of the issued share capital EGM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 10th July, 2015 to allow sufficient time for the preparation of the Company giving relevant information for inclusion in the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereundercircular. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the Shareholder Loan Agreement and the transactions contemplated thereunder, and no Shareholder is required to abstain from voting if on the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As resolution(s) in respect of the date of Shareholder Loan Agreement at the announcementEGM. PROVISION OF SHAREHOLDER LOAN On 11th June, Yue Da Group 2015, Xxxx Xx (H.K.Shenzhen) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital (an indirect wholly-owned subsidiary of the Company) entered into the Shareholder Loan Agreement with Xxxx Xx Xxxxx (a joint venture whose entire equity interest is owned as to 50% by each of Xxxx Xx (Shenzhen) and Junye Company), pursuant to which Xxxx Xx (Shenzhen), as lender, has provided written shareholder’s approvals on agreed to make available to Xxxx Xx Xxxxx, as borrower, the Supplemental Agreements and Shareholder Loan in the transactions contemplated thereunderamount of RMB200,000,000 (equivalent to approximately HK$253,165,000) for a period of thirty-six months at the interest rate of 12% per annum. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 Principal terms of the Listing Rules. A circular, containing among other things, details Shareholder Loan Agreement The principal terms of the Factoring Agreements and other information Shareholder Loan Agreement are as required under the Main Board Listing Rulesfollows: Date: 11th June, is expected to be despatched to the Shareholders on or before 13 June 2018.2015

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each As one or more of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under in the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are Acquisition is more than 25% but all applicable percentage ratios are less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties Acquisition constitutes a major transactions transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular announcement and Shareholders’ approval requirements under the Listing Rules. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and the transaction contemplated under the Formal Agreement. As such, no Shareholder is required to abstain from voting on the resolution(s) if a general meeting is convened to approve the Acquisition and the transaction contemplated under the Formal Agreement. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding resolution(s) to be passed at a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the Company, a written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50Chunlai Investment on approving the Acquisition and the entering into the Formal Agreement. Chunlai Investment controls 900,000,000 Shares, representing approximately 75.00% of the issued share capital of the Company giving the right to attend and vote as at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the this announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As sucha result, no general meeting will be convened for approving to consider the Factoring Agreements Acquisition and the transactions transaction contemplated thereunder under the Formal Agreement. DESPATCH OF CIRCULAR A circular containing, among other things, further details relating to the Acquisition, the Formal Agreement and the transaction contemplated thereunder, and the financial information of Tianping College, was expected to be despatched within 15 business days after publication of the Tender Confirmation Announcement pursuant to Rule 14.44 14.41(a) of the Listing Rules. A However, as additional time is required to prepare, finalise and complete the information to be contained in the circular, containing among other things, details including the financial information of the Factoring Agreements and other information as required under Company, the Main Board Listing Rules, is expected expects the date of despatch of the circular will be postponed to be despatched to the Shareholders a date falling on or before 13 June 201825 October 2019. The Company had therefore applied for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules from the Stock Exchange and to postpone the despatch date of the circular to a date falling on or before 25 October 2019, and the Stock Exchange has granted such waiver.

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.

LISTING RULES IMPLICATIONS. Apart from Since the Supplemental Factoring Agreement entered into between Borrower is a connected person of the Company and Dixun (the highest applicable percentage ratio (as defined at subsidiary level under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction transactions contemplated under the Loan Agreement constituted connected transactions of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) Chapter 14A of the Listing Rules. As the ultimate beneficial owners all of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to transactions contemplated under the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as Loan Agreement calculated under Rule 14.07 of the Listing Rules are less than 5%, the advancement of the Loan is only subject to be further aggregated the reporting and announcement requirements and is exempted from the independent Shareholders’ approval requirement under Rule 14.23(1) Chapter 14A of the Listing Rules. As This announcement is made to inform the highest applicable percentage ratio Shareholders of the major terms of the Loan Agreement. References are made to the announcement of National Agricultural Holdings Limited (the “Company”) dated 31 March 2016 in relation to the annual results for the year ended 31 December 2015 (the “Annual Results Announcement”) and the annual report of the Company for the year ended 31 December 2015 (the “Annual Report”). The Company would like to supplement the information under note (a) under the heading “13. Amounts Due from Related Parties” on page 19 of the Annual Results Announcement as defined further sets out in this announcement and would like to replace the English company name of “Dongyue Holdings Limited (for identification purpose only)” as disclosed in the Annual Results Announcement and the Annual Report with its English registered company name “Dongyue Industrial Limited”. THE LOAN AGREEMENT On 28 April 2016, the Company entered into the Loan Agreement with the Borrower, being a connected person of the Company at subsidiary level under the Listing Rules) , in respect relation to the loan advancement in the amount of HK$50 million made on 26 August 2015. The principal terms and conditions of the Supplemental Factoring Loan Agreement and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Supplemental Agreements and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. A circular, containing among other things, details of the Factoring Agreements and other information set out as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 2018.follows: Date

LISTING RULES IMPLICATIONS. Apart from As the Supplemental Factoring Facility Agreement and the Amendment Agreement were entered into between CMBCCF and the Company Borrower within a 12-month period, the transactions contemplated under the Facility Agreement and Dixun (the Amendment Agreement are aggregated for the purpose of determining the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between the Company and the same party under Rule 14.23(1) 14.22 of the Listing Rules. As the ultimate beneficial owners one or more of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx (as calculated defined under Rule 14.07 of the Listing Rules are to be further aggregated under Rule 14.23(1) of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Supplemental Factoring Agreement Loan and the Factoring Contracts entered into between grant of extension of the Loan exceed(s) 25%, the Loan and the grant of the extension of the Loan constitutes a major transaction of the Company and is subject to the same Party or associated parties in aggregate are more than 25% but less than 100%reporting, the entering into the Supplemental Factoring Agreement announcement and the Factoring Contracts by the same Party or associated parties constitutes major transactions for the Company shareholders’ approval requirements under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote As at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the this announcement, Yue Da Group (H.K.) Co., CMBC International Investment Limited, holding 808,971,333 Sharesa company incorporated in the British Virgin Islands and a controlling shareholder of the Company, representing 69.22which is interested in approximately 60.62% of the issued share capital of the Company, has provided given the written shareholder’s approvals on approval of the Supplemental Agreements Amendment Agreement and the transactions contemplated thereunder. As such, no such written approval has been accepted in lieu of holding a general meeting will be convened for approving the Factoring Agreements and approval of the transactions contemplated thereunder Amendment Agreement pursuant to Rule 14.44 of the Listing Rules. Therefore, no general meeting of the Company for the approval of the Amendment Agreement and the transactions contemplated thereunder will be convened and held. A circularcircular setting out, containing among other thingsothers, details of the Factoring Agreements Amendment Agreement and other information as required under the Main Board Listing Rules, is expected to be despatched to the Shareholders on or before 13 June 201814 March 2019 in accordance with the Listing Rules. Reference is made to the announcement of the Company dated 17 August 2018 (“Announcement”) in relation to the Facility Agreement pursuant to which CMBCCF, a wholly-owned subsidiary of the Company, agreed to provide the Borrower a loan of HK$500,000,000 (“Loan”) for a period of 6 months from utilisation date. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement. On 21 February 2019 (after trading hours of the Stock Exchange), CMBCCF entered into an amendment agreement (the “Amendment Agreement”) with the Borrower, pursuant to which CMBCCF has agreed to extend the date of repayment of the Loan until 21 August 2019 (the “Extended Maturity Date”).

LISTING RULES IMPLICATIONS. Apart from the Supplemental Factoring Agreement entered into between the Company and Dixun (the highest applicable percentage ratio (as defined under the Listing Rules) is less than 5%), each of the Supplemental Factoring Agreements itself was a discloseable transaction of the Company under the Listing Rules. As each of the Parties has previously entered into business factoring contracts with Yueda Commercial Factoring as disclosed in the Announcements, therefore, the applicable percentage ratios for the Company as calculated under Rule 14.07 of the Listing Rules in relation to each of the Supplemental Agreements are to be aggregated with the applicable percentage ratios of the factoring business contracts entered into between Subscription (on a standalone basis and when aggregated with the Company and the same party under Group’s prior investment in Neutron Private Equity Fund Limited with an investment amount of approximately HK$403.0 million pursuant to Rule 14.23(1) of the Listing Rules. As the ultimate beneficial owners of Lunsun, Dafeng Hairong and Dixun are parties associated with one another, therefore, the applicable percentage ratios for the Company in relation to the factoring transactions entered into between the Company and Lunsun, Dafeng Hairong and Xxxxx as calculated under Rule 14.07 14.22 of the Listing Rules are to be further aggregated under Rule 14.23(1) by virtue of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) mentioned investment in respect of the Supplemental Factoring Agreement Neutron Private Equity Fund Limited and the Factoring Contracts entered into between the Company and the same Party or associated parties in aggregate Subscription constituting a series of transactions made within a 12-month period) are more than 25% but less than 100%, the entering into the Supplemental Factoring Agreement and the Factoring Contracts by the same Party or associated parties Subscription constitutes a major transactions transaction for the Company under Chapter 14 of the Listing Rules and which is therefore subject to the reportingto, announcementamong other things, circular and Shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Supplemental Factoring Agreements may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Supplemental Factoring Agreements and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Supplemental Factoring Agreements and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after belief having made all reasonable enquiriesenquires, no Shareholder has a material interest in the Subscription and accordingly, no Shareholder is required to abstain from voting if on the Company were to convene a general meeting for approving Subscription. Grand Beauty, being the Supplemental Factoring Agreements and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group controlling Shareholder holding 312,504,625 Shares (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22approximately 69.29% of the issued share capital Shares as at the date of the Companythis announcement), has provided given its written shareholder’s approvals on approval for the Supplemental Agreements Subscription and the transactions contemplated thereunder. As such, no such written approval is accepted in lieu of holding a general meeting will be convened for approving the Factoring Agreements and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. Accordingly, no physical Shareholders’ meeting will be held by the Company for approving the Subscription. A circularcircular containing, containing among other things, details information relating to the Subscription and Neutron Property is required under Rule 14.41(a) of the Factoring Agreements and other information as required under the Main Board Listing Rules, is expected Rules to be despatched to the Shareholders within 15 business days from the date of this announcement. As additional time is needed for the Company to compile the information required for the circular, an application will be made to the Stock Exchange for a waiver for the strict compliance with Rule 14.41(a) of the Listing Rules and extending the deadline for the despatch of the circular to a date on or before 13 17 August 2015. After the Stock Exchange trading hours on 29 June 2018.2015, an application for the subscription of new Neutron Property Shares has been made by Swift Boom (an indirect wholly-owned subsidiary of the Company) by executing and sending the Agreement, and making payment of the subscription monies of US$55.0 million (equivalent to approximately HK$426.3 million), to the Administrator. Details of the Agreement are set out below: THE AGREEMENT Date 29 June 2015 Parties