Common use of IMPLICATIONS UNDER THE LISTING RULES Clause in Contracts

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each OPMSL is an indirect subsidiary of OPFGL which controls 18.96% in the issued share capital of the Company. Each of ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Greensheidbeing the Directors, Landsea International is also a director and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares owned as to 51% and 376,017,785 Shares respectively, together representing approximately 58.5349% interests of the Company giving the right to attend and vote at general meetings issued capital of the CompanyOPFGL respectively. Accordingly, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 under the New Licence Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant Since the annual caps under the New Licence Agreement for each of the three years ending 31 March 2020 are expected to Rule 14.44(2) represent more than 25% of one or more of the applicable percentage ratios under the Listing Rules, the written continuing connected transactions under the New Licence Agreement and the annual caps therefor are subject to the reporting, announcement and Independent Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting requirements under Chapter 14A of the CompanyListing Rules. AccordinglyIn view of the foregoing, no general meeting the Company will seek to obtain the approval of the Independent Shareholders on the continuing connected transactions under the New Licence Agreement and the related annual caps at the EGM. OPFSGL, OIL and its associates, and any Shareholders who are materially interested in the continuing connected transactions under the New Licence Agreement are required to abstain from voting on the respective resolutions proposed to be passed at the EGM for approving the continuing connected transactions under the New Licence Agreement and the related annual caps. The Company has appointed TC Capital International Limited as the IFA to advise the Independent Board Committee and the Independent Shareholders as to whether the continuing connected transactions under the New Licence Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Licence Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company shall be convened and the Shareholders as a whole, and to approve advise the Credit Independent Shareholders on how to vote at the EGM. The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the continuing connected transactions under the New Licence Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions contemplated thereunderunder the New Licence Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Yida (through its wholly-owned subsidiary) is a substantial shareholder of Richcoast, a subsidiary of the Lender Stock Payment Election Right Company for the purposes of the Listing Rules, Yida is a connected person of the Company. Therefore, the transactions contemplated under the Framework Construction Agreement as supplemented by the Lender for the LSEA Stock is at the discretion Further Renewed Construction Agreement constitute continuing connected transactions of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by Since the Borrower. As the highest applicable percentage ratio ratios (other than the profits ratio) as defined under the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75Annual Caps exceed 5%, the entering into Continuing Connected Transactions (together with the Credit Agreement constitutes a major transaction for the Company Annual Caps) are subject to the reporting, announcement and shareholdersannouncement, Independent Shareholders’ approval and annual review requirements under Chapter 14 of the Listing Rules. To At the best date of this announcement, Shui On Investment Group and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 3,272,383,609 shares and 143,007,098 shares of the knowledgeCompany respectively. Together, information and belief they hold approximately 56.91% of the Directors having made all reasonable enquiries, no Shareholder has a material interest in entire issued share capital of the Credit Agreement and Company at the transactions contemplated thereunderdate hereof. As such, no Shareholder Since none of the Shareholders is required to abstain from voting if a general meeting were convened to approve on the Credit Agreement Continuing Connected Transactions, written approvals of Shui On Investment Group and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests New Rainbow Investments Limited in respect of the Continuing Connected Transactions will be obtained and an application has been made by the Company giving to the right to attend and vote at general meetings of Stock Exchange for a waiver from the Company, requirement for the Credit Agreement and the transactions contemplated thereunder Company to hold a Shareholders’ meeting in accordance with Rule 14.44 14A.43 of the Listing Rules. Pursuant An Independent Board Committee has been established to Rule 14.44(2) advise the Independent Shareholders, and an independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions. It is expected that a circular containing, among other things, further details of the Continuing Connected Transactions, together with the recommendations of the Independent Board Committee, the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders will be dispatched to the Shareholders on or before 14 December 2012 in accordance with the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise one or more of the Lender Stock Payment Election Right applicable percentage ratios calculated by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant reference to Rule 14.74 Rules 14.07 and 14.15(2) of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated capital commitment by Shenzhen Merchants under the Credit Capital Increase Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds exceed 25% but all other applicable percentage ratios are below less than 75%, the entering into of the Credit Capital Increase Agreement and the transactions contemplated thereunder constitutes a major transaction for of the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements. CMSK is a controlling shareholder of the Company which holds approximately 74.35% of the total issued share capital of the Company, and therefore is a connected person of the Company at the issuer level. As Nanjing Merchants (a non wholly-owned subsidiary of the Company) is owned as to 49% by CMSK, Nanjing Merchants is a connected person of the Company at the subsidiary level and the transactions contemplated under the Capital Increase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. To As the best Board has approved the Capital Increase Agreement and the transactions contemplated thereunder and the Directors (including the independent non-executive Directors) have confirmed that the terms thereof are fair and reasonable, on normal commercial terms and in the interests of the knowledgeCompany and its Shareholders as a whole, information the Capital Increase Agreement and belief the transactions contemplated thereunder by virtue of Nanjing Merchants being a connected subsidiary shall only be subject to the reporting and announcement requirements, but exempt from the circular, independent financial advice and Shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules. None of the Directors having made all reasonable enquiries, no Shareholder has a any material interest in the Credit Capital Increase Agreement and the transactions contemplated thereunder. As such, no Shareholder is and none of the Directors was required to abstain from voting if a general meeting were convened to approve on the Credit Agreement and board resolution approving the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Capital Increase Agreement and the transactions contemplated thereunder.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Well Harvest Winning is a non-wholly owned subsidiary of the Lender Stock Payment Election Right Company and it is held as to 30% by Cita Mineral Investindo. As disclosed in the Lender for the LSEA Stock is at the discretion announcement of the LenderCompany dated 22 May 2019, as the Lender Stock Payment Election Right will be treated relevant percentage ratios (as if they have been exercised pursuant to defined under Rule 14.74 14A.09 of the Listing Rules) in respect of Well Harvest Winning exceeded 10% for the year ended 31 December 2018, Well Harvest Winning ceased to be an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and therefore Cita Mineral Investindo could not meet the conditions for the exemption under Rule 14A.09 of the Listing Rules and became a connected person of the Company under the Listing Rules. ThereforeAccordingly, 4,838,710 shares the transactions contemplated under the Bauxite Supply Agreement constituted continuing connected transactions of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25Continuing Connected Transactions is more than 0.1% but all other applicable percentage ratios are below 75less than 5%, the entering into Continuing Connected Transactions are subject to the Credit Agreement constitutes a major transaction for announcement, reporting and annual review requirements but exempt from the Company subject the reporting, announcement circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best of the knowledge, information and belief None of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is was required to abstain from voting if a general meeting were convened to approve on the Credit Agreement relevant resolutions of the Board approving the Continuing Connected Transactions as none of them has any material interest in the Continuing Connected Transactions. The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions are in the ordinary and usual course of business of the Group and the terms of the Bauxite Supply Agreement (including the Annual Caps) have been negotiated on an arm’s length basis, and are on normal commercial terms and are fair and reasonable and in the interest of the Group and the Shareholders as a whole. In addition to the Bauxite Supply Agreement, Well Harvest Winning also entered into or will enter into, among others, a bauxite supply direct agreement, a sponsors support agreement, a security sharing and subordination agreement and a deed of pledge over shares with, among others, Cita Mineral Investindo as parts of the Financing Documents. The transactions contemplated thereunder. As at under the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests aforesaid agreements or deed are exempted connected transactions of the Company giving the right to attend and vote at general meetings under Chapter 14A of the CompanyListing Rules as such transactions are either financial assistance received by the Group from Cita Mineral Investindo or without monetary consideration from Well Harvest Winning. Accordingly, for such transactions are fully exempt from announcement, annual review, independent shareholders’ approval and all disclosure requirements under Chapter 14A of the Credit Agreement Listing Rules pursuant to Rule 14A.87 and the transactions contemplated thereunder in accordance with Rule 14.44 14A.90 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Each of Metro Property and Metro-LKT is a subsidiary of Metro which is a substantial Shareholder, and is therefore an associate of Metro and a connected person of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of Company under the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by At the Borrower. As the highest applicable percentage ratio in respect time of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 entering into of the Listing Rules) exceeds 25% but all other Secured Facility Agreement, as one or more of the applicable percentage ratios are below 75in relation to the Metro Loan exceed(s) 5%, on an aggregate basis, the entering into of the Credit Secured Facility Agreement constitutes and the transactions contemplated thereunder constituted a major connected transaction for of the Company under Rule 14A.24 of the Listing Rules subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To , and subsequently were approved by the best then independent Shareholders at the extraordinary general meeting of the knowledge, information and belief Company held on 16 November 2018 in accordance with the relevant Listing Rules requirements. The note under Rule 14A.35 of the Directors having made Listing Rules requires that if there is any material variation of the terms of the agreement in relation to a connected transaction, the listed issuer must announce this fact as soon as practicable and must, where applicable, comply with all reasonable enquiriesother applicable provisions under the Listing Rules. Since the Variations of Terms constitute material variations of terms of the Secured Facility Agreement, no Shareholder has a material interest in the Credit Supplemental Agreement and the transactions as contemplated thereunder. As suchthereunder will be subject to the reporting, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement announcement and the transactions contemplated thereunderIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As at the date of this announcement, each ▇▇. ▇▇▇, a non-executive Director, is the Group Chief Executive Officer of Metro. In view of the interests of ▇▇. ▇▇▇▇ ▇▇▇▇in the Metro Loan, Greensheid, Landsea International the Secured Facility Agreement and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of thus the Company giving the right to attend and vote at general meetings of the Company, for the Credit Supplemental Agreement and the transactions as contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rulesthereunder, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇has abstained from voting on the relevant Board resolutions. Save as disclosed above, Greensheidnone of the Directors has any material interest in the Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the relevant Board resolutions. As at the date of this announcement, Landsea International and Easycorps will be accepted in lieu Metro held 228,390,110 Shares, representing approximately 16.17% of holding a general meeting the issued share capital of the Company. AccordinglyMetro, no general meeting of the Company shall be convened to approve the Credit Agreement and being a substantial Shareholder interested in the transactions contemplated thereunderunder the Supplemental Agreement, and its associates will abstain from voting at the EGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the transactions contemplated under the Supplemental Agreement.

IMPLICATIONS UNDER THE LISTING RULES. As COSCO Finance is a subsidiary of COSCO SHIPPING, the ultimate holding company of the Company, and is therefore a connected person of the Company, the Transactions will constitute continuing connected transactions, and the Deposit Transactions will in aggregate constitute a discloseable transaction, of the Group. As the exercise highest of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion percentage ratios in respect of the LenderDeposit Transactions under the New Financial Services Master Agreement exceeds 5% (but is below 25%), the Lender Stock Payment Election Right Deposit Transactions and proposed transaction caps will be treated as if they have been exercised pursuant subject to Rule 14.74 the announcement requirements under Chapter 14 and Chapter 14A of the Listing Rules and the reporting, annual review and the Independent Shareholders’ Approval requirements under Chapter 14A of the Listing Rules. ThereforeThe Circular containing (i) further information on the Deposit Transactions; (ii) the recommendation from the Independent Board Committee; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice convening the SGM is expected to be despatched to the Shareholders on or before Tuesday, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower13 September 2016. As the highest applicable percentage ratio in respect Loan Transactions will be conducted on normal commercial terms or on terms which are more favourable to the Group and any loan to be provided by COSCO Finance to the Group under the New Financial Services Master Agreement will not be secured by the assets of the potential disposal of 4,838,710 shares of LSEA Stock contemplated Group, and no service fee will be charged by COSCO Finance in relation to the Clearing Transactions, the Loan Transactions and the Clearing Transactions will be fully exempt from the requirements under the Credit Agreement (as calculated under Rule 14.07 Chapter 14A of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement Rules and the transactions contemplated thereunderrelevant disclosures are included herein to keep the Shareholders apprised. As suchGENERAL The Independent Board Committee, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of comprising ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, GreensheidMr. IP Sing Chi, Landsea International Mr. FAN ▇▇▇▇▇▇ and Easycorps held 8,901,500 Shares▇▇. ▇▇▇ ▇▇▇ ▇▇▇, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests has been established to advise the Independent Shareholders as to the terms of the Company giving Deposit Transactions and to advise the right Independent Shareholders on how to attend and vote at general meetings vote, taking into account the recommendation of the Companyindependent financial adviser, for in respect of such matters at the Credit Agreement SGM. Altus Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the transactions contemplated thereunder Independent Shareholders in accordance with Rule 14.44 of the Listing Rulessuch regard. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ Huangjun, an executive Director, is interested in the continuing connected transactions under the New Financial Services Master Agreement as a director and the vice chairman of COSCO Finance and has abstained from voting on the relevant Board resolutions of the Company approving the New Financial Services Master Agreement. None of the Directors, other than ▇▇. ▇▇▇▇ Huangjun, has a material interest in the New Financial Services Master Agreement, but (i) ▇▇. ▇▇▇▇▇ Xiaowen, a non-executive Director and Chairman of the Board, and Dr. FAN ▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇, Greensheidan independent non- executive Director, Landsea International have voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that they are respectively, an executive director and Easycorps will be accepted in lieu vice chairman, and an independent non-executive director of holding China COSCO, a general meeting subsidiary of COSCO SHIPPING; and (ii) ▇▇. ▇▇▇▇ Haimin, a non-executive Director, has also voluntarily abstained from voting on the relevant Board resolutions of the Company for the reason that he is a director of COSCO SHIPPING. The Directors (other than the Directors who abstained from voting on the relevant Board resolutions of the Company. Accordingly, no general meeting and in respect of the Company shall Deposit Transactions the members of the Independent Board Committee whose views will be convened to approve expressed in the Credit Circular) have provided their views that the New Financial Services Master Agreement and the transactions contemplated thereunderthereunder are in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES. As BYD is the exercise controlling Shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company indirectly interested in approximately 65.76% of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 issued share capital of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated Company as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of BYD and its subsidiaries (being the associates of BYD) is a connected person of the Company. Therefore, the transactions contemplated under the Shanwei Lease Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the annual caps for the Shanwei Lease Agreement and the Existing Lease Agreements (on an aggregate basis) for the two years ending 31 December 2018 exceed 0.1% but do not exceed 5%, the transactions contemplated under the Shanwei Lease Agreement and the Existing Lease Agreements are subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) considered the transactions contemplated under the Shanwei Lease Agreement are in the ordinary and usual course of business of the Group on normal commercial terms or better. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Shanwei Lease Agreement and the proposed New Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. ▇▇. ▇▇▇▇ ▇▇▇▇▇-▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings a non-executive Director of the Company, for the Credit Agreement is also an executive director and the transactions contemplated thereunder in accordance with Rule 14.44 chairman of the Listing Rules. Pursuant to Rule 14.44(2) board of directors of BYD and is interested in approximately 18.96% of the Listing Rulestotal issued share capital of BYD as at the date of this announcement. Mr. ▇▇ ▇▇▇▇-▇▇▇▇▇, a non-executive Director of the written Shareholders’ approval from Company, is also the vice president and chief financial officer of BYD and is interested in approximately 0.16% of the total issued share capital of BYD as at the date of this announcement. Accordingly, ▇▇. ▇▇▇▇ ▇▇▇▇▇-▇▇ and Mr. ▇▇ ▇▇▇▇-▇▇▇▇▇, Greensheidbeing Directors who may have a material interest, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of have voluntarily abstained from voting on the Company. Accordingly, no general meeting board resolution(s) of the Company shall be convened to approve concerning the Credit Shanwei Lease Agreement and the transactions contemplated thereunderNew Caps.

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, China Poly Group and its associates were interested in an aggregate of 72.29% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion total issued share capital of the LenderCompany, hence China Poly Group is the controlling shareholder and thus a connected person of the Company. Poly Finance is owned as to an aggregate of 94.18% by China Poly Group and its associates, and is therefore a connected person of the Company. Accordingly, the Lender Stock Payment Election Right transactions contemplated under the Deposit Service Framework Agreement will be treated as if they have been exercised pursuant to Rule 14.74 constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated Annual Cap under the Credit Deposit Service Framework Agreement (as calculated under Rule 14.07 of pursuant to the Listing Rules) Rules exceeds 25% but all other applicable percentage ratios are below is less than 75%, the entering into transactions contemplated under the Credit Deposit Service Framework Agreement constitutes also constitute a major transaction for of the Company. The Company shall be subject to the reporting, announcement announcement, annual review and independent shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules. To The Company intends to submit the best of proposal to the knowledge, information and belief of 2019 AGM to seek approval from the Directors having made all reasonable enquiries, no Shareholder has a material interest in independent Shareholders on the Credit transactions contemplated under the Deposit Service Framework Agreement and the transactions contemplated thereunderAnnual Cap. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement China Poly Group and the transactions contemplated thereunder. As at the date of this announcement, each of its associates (including Poly Developments and Holdings and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇), Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53which were interested in an aggregate of 72.29% interests of the total issued share capital of the Company giving as at the right to attend date of this announcement, will abstain from voting on the proposal at the 2019 AGM. The proposal will be passed by way of an ordinary resolution and vote at general meetings voted on by way of the Company, for the Credit Agreement and the transactions contemplated thereunder poll in accordance with Rule 14.44 the requirements of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting An independent board committee of the Company comprising all of the independent non- executive Directors has been formed and shall be convened to approve advise the Credit independent Shareholders on the terms of the Deposit Service Framework Agreement and the transactions contemplated thereunderAnnual Cap. An independent financial adviser will be appointed by the Company to advise the independent board committee and the independent Shareholders in this regard. A circular containing, among other things, (i) further details of the Deposit Service Framework Agreement and the Annual Cap; (ii) a letter from the independent board committee; (iii) a letter from the independent financial adviser; (iv) a notice of the 2019 AGM; and (v) other information concerning the Company as required under the Listing Rules is expected to be despatched to the Shareholders on or before 25 May 2020.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise After completion of the Lender Stock Payment Election Right by Internal Restructuring, the Lender financial results of Sichuan WCH will continue to be accounted for in the LSEA Stock is at the discretion financial statements of the Lender, the Lender Stock Payment Election Right will be treated Group as if they have been exercised pursuant to Rule 14.74 it is a wholly-owned subsidiary of the Listing RulesCompany. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ is owned by the Registered Shareholders, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇ ▇▇▇, Greensheidas to 51% and 49%, Landsea International respectively, and Easycorps will be accepted in lieu therefore, upon completion of holding the Internal Restructuring, each of the Registered Shareholders is a general meeting connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions under the New Contractual Arrangements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In preparation for the listing of the Company. Accordingly, no general meeting the Company has sought, and the Stock Exchange has granted, the IPO Waiver from the strict compliance with (i) the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Company shall be convened to approve the Credit Agreement and Listing Rules in respect of the transactions contemplated thereunderunder the Existing Contractual Arrangements pursuant to Rule 14A.105 of the Listing Rules; (ii) the requirement for setting an annual cap for the transactions under the Existing Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (iii) the requirement of limiting the term of the Existing Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, for so long as the Shares are listed on the Stock Exchange, subject to certain conditions as set out in the Prospectus, the texts of which are reproduced in the section headed “Waiver From Strict Compliance with the Listing Rules” of this announcement. The conditions include, among others, no change to the agreements governing the Contractual Arrangements will be made without the approval of the Independent Shareholders and independent non-executive Directors. As such, the Company is convening the EGM to obtain approvals of the Independent Shareholders in respect of the Internal Restructuring. The Company has sought confirmation from the Stock Exchange, and the Stock Exchange has confirmed, subject to the approvals of the Independent Shareholders and independent non-executive Directors, that the transactions contemplated under the New Contractual Arrangements would fall within the scope of the IPO Waiver and be exempt from strict compliance with: (i) the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules; (ii) the requirement of setting an annual cap for the transactions under the New Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (iii) the requirement of limiting the terms of the New Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, for so long as the Shares are listed on the Stock Exchange, subject to compliance with the same conditions of the IPO Waiver as disclosed in the section headed “Connected Transactions” in the Prospectus.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, Shougang Concord International is controlled as to an aggregate of approximately 46.06% by Shougang Group through its subsidiaries, and Shougang Group is a substantial Shareholder indirectly holding an aggregate of approximately 27.46% of the total number of Shares in issue through its subsidiaries Shougang Hong Kong, Lord Fortune and Plus All. As such, Shougang Concord International and SCIT, being an indirect wholly owned subsidiary of Shougang Concord International, are each an associate of ▇▇Shougang Group and a connected person of the Company under the Listing Rules, and the transaction contemplated under the Assignment and Novation Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Chapter 14A of the Listing Rules) exceed(s) 5% and the Consideration exceeds HK$10 million, the connected transaction contemplated under the Assignment and Novation Agreement is subject to the announcement, circular, Independent Shareholders’ approval and reporting requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders in respect of the connected transaction contemplated under the Assignment and Novation Agreement at the EGM. In accordance with the Listing Rules, the voting at the EGM will be taken by poll. Shougang Group, Shougang Hong Kong, ▇▇▇▇ ▇▇▇▇▇▇▇, GreensheidPlus All, Landsea International VMSIG, Fast Fortune, and Easycorps held 8,901,500 Sharestheir respective associates, 2,011,513,187 Sharesand all other Shareholders with a material interest in the connected transaction contemplated under the Assignment and Novation Agreement are required to abstain from voting on the respective resolutions proposed to be passed at the EGM for approving the Assignment and Novation Agreement and the connected transaction contemplated thereunder. The Company has established the Independent Board Committee comprising all the three independent non- executive Directors to advise the Independent Shareholders as to whether the terms and conditions of the Assignment and Novation Agreement are fair and reasonable, 367,914,894 Shares whether the connected transaction contemplated under the Assignment and 376,017,785 Shares respectivelyNovation Agreement is on normal commercial terms, together representing approximately 58.53% in the ordinary and usual course of business of the Group and in the interests of the Company giving and the right Shareholders as a whole, and how to attend and vote at general meetings the EGM in respect of the Companyconnected transaction contemplated under the Assignment and Novation Agreement, for after taking into account the Credit Agreement recommendations of the IFA. The Company has appointed Halcyon Capital Limited as the IFA to advise the Independent Board Committee and the transactions contemplated thereunder in accordance with Rule 14.44 of Independent Shareholders as to the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderforegoing matters.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Mr. ▇▇▇ is a non-executive Director of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company and thus a connected person of the LenderCompany under the Listing Rules. The listing vehicle of Yongmao Group on the SGX, Yongmao, is owned as to approximately 57.4% by ▇▇▇ & Tian, which is wholly owned by Mr. ▇▇▇ and his family members. As Mr. ▇▇▇, being a non-executive Director of the Lender Stock Payment Election Right will be treated Company, is indirectly holding more than 30% shareholding interests in Yongmao, ▇▇▇▇▇▇▇ is therefore considered as if they have been exercised pursuant to Rule 14.74 an associate of Mr. ▇▇▇ and a connected person of the Company under Chapter 14A of the Listing Rules. ThereforeFor the period between 1 April 2023 to the date of this announcement, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed the total amount incurred by the Borrower. As Group in relation to the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit Previous Yongmao Master Agreement was approximately RMB2,543,003. As all of the applicable percentage ratios calculated in relation to such transactions from 1 April 2023 to the date of this announcement were less than 5% and the total consideration was less than HK$3,000,000, such transactions from 1 April 2023 to the date of this announcement were fully exempted from shareholders’ approval, annual review and all disclosure requirements pursuant to Chapter 14A of the Listing Rules. Based on the applicable percentage ratios (as calculated defined under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%), the entering into transaction contemplated under the Credit 2023 Yongmao Master Agreement constitutes a major non-exempt continuing connected transaction for of the Company and is subject to the annual reporting, annual review, announcement and shareholdersIndependent Shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To The Independent Board Committee has been established to advise the best Independent Shareholders as to the fairness and reasonableness of the knowledge, information and belief terms of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit 2023 Yongmao Master Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of (including the Listing Rules. Pursuant Annual Caps), and to Rule 14.44(2) of advise the Listing Rules, Independent Shareholders on how to vote at the written Shareholders’ approval from ▇▇EGM. ▇▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting Capital Limited has been appointed as the independent financial adviser with the approval of the Company. Accordingly, no general meeting of Independent Board Committee to advise the Company shall be convened Independent Board Committee and the Independent Shareholders in relation to approve the Credit 2023 Yongmao Master Agreement and the transactions contemplated thereunderthereunder (including the Annual Caps). The EGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, among other matters, the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps). A circular containing, among others, (i) further details of the 2023 Yongmao Master Agreement and the transaction contemplated thereunder (including the Annual Caps); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the 2023 Yongmao Master Agreement and the transactions contemplated thereunder (including the Annual Caps); and (iv) a notice convening the EGM, will be despatched by the Company to the Shareholders on or before 12 September 2023 as additional time is required to prepare and finalize the relevant information to be included in the circular. Reference is made to the prospectus of the Company dated 30 December 2020 in relation to the Previous Yongmao Master Agreement which expired on 31 March 2023. Since the services under the Previous Yongmao Master Agreement has expired on 31 March 2023, and the Company intends to continue carrying out the relevant transactions under the Previous Yongmao Master Agreement, the Board is pleased to announce that on 28 July 2023, the Company and Yongmao entered into the 2023 Yongmao Master Agreement, pursuant to which the Group agreed to (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group on a non-exclusive basis. The key terms of the 2023 Yongmao Master Agreement are set out below: Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group. contemplated thereunder (including the Annual Caps) are conditional upon the approval of the Independent Shareholders at the EGM. Under the 2023 Yongmao Master Agreement, the Group may from time to time (i) purchase tower cranes and related parts and components and (ii) rent tower cranes and related parts and components from Yongmao Group which shall set out, inter alia, the quantity, product specifications, the unit purchase price, the unit rental price and payment terms. The unit purchase price shall be determined after arm’s length negotiation between the Group and Yongmao Group from time to time with reference to the price list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market price of similar products, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable to the Group compared to those offered to the Group by Independent Third Parties for similar products and/or services. The unit rental fee shall be determined after arm’s length negotiation between the Group and Yongmao Group from time to time with reference to the fee list provided by Yongmao Group, the requirements and specifications of the tower cranes required by the Group, the prevailing market fee of similar services, and in any event the commercial terms provided by Yongmao Group shall be equal to or more favourable the Group compared to those offered to the Group by Independent Third Parties for similar products and/or services. To ensure that the prices or rental fees offered by Yongmao Group are in line with normal commercial terms, the Group has adopted a policy to seek and obtain quotations from at least two independent third-party suppliers of tower cranes and related parts and components in addition to the quotation from Yongmao Group. Factors that the Group would consider in the quotation procedures for the purchase/rental of tower cranes and related parts and components include (i) the terms of the quotations received, including the price/fee and response to the requirements and specifications of tower cranes set by the Group; (ii) the background, qualifications and financial position of participating suppliers; (iii) the track record and historical business relationship between the Group and participating suppliers; and (iv) the Group’s financial budget. Before accepting a quotation, the responsible officers of the Group will find out the prevailing market price/fee range for similar products/services. The responsible management team will then approve the quotation and enter into the relevant agreement after confirming that the contractual price/fee is commercially reasonable and within the market range reflected in the market information. To ensure a fair selection process, the Directors and employees who have a conflict of interest in the transaction will not participate in the selection process and the interested Director(s) is/are required to abstain from voting at the relevant meeting of the Board. The purchasing department of the Group would conduct internal monitoring in respect of the pricing under the continuing connected transactions from time to time, and ensure that the transactions are in line with normal commercial terms. After considering the above selection factors and conducting the above procedures, if the Group concludes that it is in the interest of the Group and the Shareholders as a whole to accept the quotation of Yongmao Group and, in particular, if the price/fee and terms offered by ▇▇▇▇▇▇▇ Group are fair and reasonable and comparable to, or more favourable to the Group than those offered by independent third-party suppliers, the Group will place orders with Yongmao Group for the relevant purchase/rental of tower cranes and related parts and components. The historical transaction amount for the purchase and rental of tower cranes and related parts and components from Yongmao Group for the years ended 31 March 2021, 2022 and 2023 and from 1 April 2023 to the date of this announcement is set out below: Purchase and rental of tower cranes and related parts and components from For the year ended 31 March 2021 2022 2023 Yongmao Group 31,718 101,702 55,107 2,461 For the year ending 31 March 2024 2025 2026 2023 Yongmao Master Agreement 100,000 100,000 100,000 In determining the above Annual Caps, the Directors have considered (i) the relevant historical transaction amount paid by the Group to Yongmao Group for the purchase and rental of tower cranes and related parts and components; (ii) the expected future growth and expansion of the Group’s business, in particular, taking into account the Group’s proposed purchase plan of tower cranes for the next three years; (iii) the projected growth of the construction industry leading to an expected growth of tower crane service market in the PRC; (iv) the price list provided by Yongmao Group; and (v) the anticipated price trend of tower cranes and related parts and components for the three years ending 31 March 2026.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The JV Partner is a substantial shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Project Company, and accordingly is at the discretion a connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the BorrowerCompany. As the highest certain applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock Framework Agreement calculated with reference to the Annual Caps exceed 5%, the transactions contemplated under the Credit Framework Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction constitute continuing connected transactions for the Company and are subject to the reporting, announcement and shareholdersindependent Shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best of the Directors’ knowledge, information and belief of the Directors belief, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if the Company were to convene a general meeting were convened to approve for the Credit approval of the Framework Agreement and as such, the transactions contemplated thereunderFramework Agreement may be approved by written Shareholders’ approval in accordance with Rule 14A.43 of the Listing Rules. As June Glory, which owns 2,071,095,506 Shares representing approximately 62.05% of the issued share capital of the Company as at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests has granted its written approval to the Company on 7 September 2012 for the entering into of the Company giving Framework Agreement as required under the right Listing Rules. An application for a waiver of a Shareholders' meeting under Rule 14A.43 has been made to attend the Stock Exchange, and vote at general meetings it is expected that no Shareholders’ meeting will be convened to consider the Framework Agreement. The Independent Board Committee, comprising all the independent non-executive Directors of the Company, for has been formed to advise the Credit independent Shareholders on the Transactions. An independent financial adviser will be appointed to advise the Independent Board Committee and the Shareholders on the Transactions. A circular containing, among other things, further particulars of the Framework Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 views of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting independent non-executive Directors of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderindependent financial adviser is expected to be despatched to the Shareholders on or before 28 September 2012.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise The Purchaser being substantial shareholder and senior management of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Company, is at the discretion connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Company under Rule 14.74 14A.07 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect Transaction constitutes connected transaction of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To the best As certain applicable percentage ratios in respect of the knowledgeTransaction are more than 0.1% but less than 5%, information the Transaction is subject to the reporting and belief announcement requirements but is exempt from independent Shareholders’ approval requirement under the Listing Rules. Appropriate disclosure of the Directors having Transaction will be made all reasonable enquiries, no Shareholder has a material interest in the Credit next annual report and accounts of the Company in accordance with the Listing Rules. The Purchaser, being substantial shareholder and senior management but not a director of the Company who is considered to have material interests in the Agreement to which he is a party and the transactions Transaction contemplated thereunder. As such, has in fact no Shareholder is required right to abstain from voting if a general meeting were convened participate in the Directors’ meetings and/or to approve the Credit Agreement vote, and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International ▇ Bun and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇ Wa ▇▇▇▇▇▇ each being a Director are related to the Purchaser, Greensheidhave abstained from voting on the relevant Board resolution(s) approving the entering into of the Agreement For Sale and Purchase. The Directors note that the Transaction constitutes a connected transaction which should have been announced after its terms have been agreed. The Directors acknowledge that there has been a delay in making an announcement and such delay constitutes a breach of Rule 14A.35 of the Listing Rules. The Directors genuinely believed that the Transaction was a sale of consumer goods to a connected person of the Company where such connected transaction could be fully exempted under Rule 14A.97 of the Listing Rules. Having received guidance and advice from the Company’s financial adviser, Landsea International the Company accepted that the nature of the Transaction is indeed not falling within the definition of “consumer goods” under Rule 14A.97 of the Listing Rules and Easycorps will be accepted the Transaction is subject to notification and announcement requirements under the Listing Rules. To the best of knowledge, information and belief of the Directors, other than the Transaction, the Company complies with the listing rules requirements under Rule 14A.35 of the Listing Rules. In order to reduce the risk of recurrence of such breaches, in lieu the event that the Directors have doubts as to the implication under the Listing Rules of holding a general meeting proposed action of the Company, the Directors will consult appropriate professional parties so as to ensure full compliance with the Listing Rules prior to proceed with any action. Accordingly, no general meeting The Company will also provide suitable training and regular update on the Listing Rules to the Directors and senior management of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderGroup.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Each of Metro Property and Metro-LKT is a subsidiary of Metro which is a substantial Shareholder, and is therefore an associate of Metro and a connected person of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of Company under the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by At the Borrower. As the highest applicable percentage ratio in respect time of the potential disposal entering into of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 each of the Listing Rules) exceeds 25% but all other Secured Facility Agreement and the First Supplemental Agreement, as one or more of the applicable percentage ratios are below 75in relation to the Metro Loan exceed(s) 5%, the entering into of each of the Credit Secured Facility Agreement constitutes and the First Supplemental Agreement constituted a major connected transaction for of the Company subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To , and subsequently were approved by the best then independent Shareholders at the extraordinary general meetings of the knowledge, information Company held on 16 November 2018 and belief 29 December 2020 in accordance with the relevant Listing Rules requirements. The Variations of Terms contemplated under the Second Supplemental Agreement will constitute material variation to the terms of the Directors having made all reasonable enquiriesSecured Facility Agreement (as amended and supplemented by the First Supplemental Agreement). According to the note to Rule 14A.35 of the Listing Rules, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder Company is required to abstain from voting if a general meeting were convened announce this fact and re-comply with all other applicable provisions under the Listing Rules. In this regard, the Company will have to approve comply with the Credit Agreement reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the transactions contemplated thereunderListing Rules for the Second Supplemental Agreement. As at the date of this announcement, each ▇▇. ▇▇▇, a non-executive Director, is the Group Chief Executive Officer of Metro. In view of the interests of ▇▇. ▇▇▇▇ ▇▇▇▇in the Metro Loan, Greensheid, Landsea International the Secured Facility Agreement and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of thus the Company giving the right to attend and vote at general meetings of the Company, for the Credit Second Supplemental Agreement and the transactions as contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rulesthereunder, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇abstained from voting on the relevant Board resolutions. Save as disclosed above, Greensheidnone of the Directors has any material interest in the Second Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the relevant Board resolutions. As at the date of this announcement, Landsea International and Easycorps will be accepted in lieu Metro held 228,390,110 Shares, representing approximately 16.17% of holding a general meeting the issued share capital of the Company. AccordinglyMetro, no general meeting of the Company shall be convened to approve the Credit Agreement and being a substantial Shareholder interested in the transactions contemplated thereunderunder the Second Supplemental Agreement, and its associates will abstain from voting at the EGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the transactions contemplated under the Second Supplemental Agreement.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Each of Metro Property and Metro-LKT is a subsidiary of Metro which is a substantial Shareholder, and is therefore an associate of Metro and a connected person of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of Company under the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by At the Borrower. As the highest applicable percentage ratio in respect time of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 entering into of the Listing Rules) exceeds 25% but all other Secured Facility Agreement, as one or more of the applicable percentage ratios are below 75in relation to the Metro Loan exceed(s) 5%, on an aggregate basis, the entering into of the Credit Secured Facility Agreement constitutes and the transactions contemplated thereunder constituted a major connected transaction for of the Company under Rule 14A.24 of the Listing Rules subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 14A of the Listing Rules. To , and subsequently were approved by the best then independent Shareholders at the extraordinary general meeting of the knowledge, information and belief Company held on 16 November 2018 in accordance with the relevant Listing Rules requirements. The note under Rule 14A.35 of the Directors having made Listing Rules requires that if there is any material variation of the terms of the agreement in relation to a connected transaction, the listed issuer must announce this fact as soon as practicable and must, where applicable, comply with all reasonable enquiriesother applicable provisions under the Listing Rules. Since the Variations of Terms constitute material variations of terms of the Secured Facility Agreement, no Shareholder has a material interest in the Credit Supplemental Agreement and the transactions as contemplated thereunder. As suchthereunder will be subject to the reporting, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement announcement and the transactions contemplated thereunderIndependent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As at the date of this announcement, each ▇▇. ▇▇▇, a non-executive Director, is the Group Chief Executive Officer of Metro. In view of the interests of ▇▇. ▇▇▇▇ ▇▇▇▇in the Metro Loan, Greensheid, Landsea International the Secured Facility Agreement and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of thus the Company giving the right to attend and vote at general meetings of the Company, for the Credit Supplemental Agreement and the transactions as contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rulesthereunder, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇abstained from voting on the relevant Board resolutions. Save as disclosed above, Greensheidnone of the Directors has any material interest in the Supplemental Agreement and the transactions as contemplated thereunder and was required to abstain from voting on the relevant Board resolutions. As at the date of this announcement, Landsea International and Easycorps will be accepted in lieu Metro held 228,390,110 Shares, representing approximately 16.17% of holding a general meeting the issued share capital of the Company. AccordinglyMetro, no general meeting of the Company shall be convened to approve the Credit Agreement and being a substantial Shareholder interested in the transactions contemplated thereunderunder the Supplemental Agreement, and its associates will abstain from voting at the EGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiry, save as Metro and its associates, no Shareholder (or its associates) has any material interest in the transactions contemplated under the Supplemental Agreement.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of the Landlord is ultimately and beneficially owned and controlled by ▇▇. ▇▇ Wing ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules▇▇, the written Shareholders’ approval from father of Mr. ▇▇ ▇▇. ▇ ▇▇▇▇ ▇▇▇▇▇▇ (who is an executive director and co-chief executive officer of the Company). Therefore, Greensheid, Landsea International the Landlord is an associate of a connected person of the Company and Easycorps will be accepted in lieu is thus a connected person of holding a general meeting the Company and the entering into of the Tenancy Agreements constitute connected transactions of the Company. AccordinglyAs the term of the Tenancy Agreement exceeds three years, no general meeting the Company has appointed an independent financial advisor to advise on the term of the Tenancy Agreement pursuant to the requirements under Chapter 14A of the Listing Rules. The independent financial advisor has confirmed its opinion to the Board that the term of each of the Tenancy Agreements is a normal commercial term of a transaction of this nature and consider that it is normal business practice for agreements of this type to be of such duration. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the value of the right-of-use assets to be recognized by the Company in connection with the Tenancy Agreements calculated on an aggregate basis pursuant to HKFRS 16 exceed 0.1% but are less than 5%, the transactions contemplated under the Tenancy Agreements are subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. ▇▇. ▇▇ has abstained from voting on the Board resolution approving the Tenancy Agreements. Save as disclosed above, none of the Directors have a material interest in the transactions contemplated under the Tenancy Agreements and none of them have abstained from voting on the relevant Board resolution. The Group is principally engaged in the provision of medical and healthcare services. The Tenant is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of administrative services to the Group. The Landlord is principally engaged in, inter alia, investment holding. In this announcement, unless the context otherwise requires, the following expressions shall be convened to approve have the Credit Agreement and the transactions contemplated thereunder.meanings set out below:

IMPLICATIONS UNDER THE LISTING RULES. As the The exercise of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Put Option is at the discretion of Wuzhou Shenguan Investment. According to Rule 14.73 of the LenderListing Rules, termination of the Lender Stock Payment Election Right Put Option will be treated as if they have been exercised a transaction and classified by reference to the percentage ratios pursuant to Rule 14.74 Rules 14.04(1)(b) and 14.73 of the Listing Rules. Therefore, 4,838,710 shares As one or more of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio ratios under the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under Acquisition and the Credit Agreement (as calculated under Rule 14.07 termination of the Listing Rules) exceeds 25Put Option are more than 5% but all other applicable percentage ratios are below 75less than 25%, the entering into the Credit Agreement such transaction constitutes a major discloseable transaction for of the Company and is therefore subject to the reporting, reporting and announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each the Vendor holds as to 49% of ▇▇the equity interest of Guangdong Victory. ▇▇▇▇ ▇▇▇▇Hence, Greensheid, Landsea International the Vendor is a substantial shareholder of Guangdong Victory and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares thus a connected person of the Company. The Acquisition and 376,017,785 Shares respectively, together representing approximately 58.53% interests the termination of the Put Option therefore constitute connected transactions of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 under Chapter 14A of the Listing Rules. Pursuant As (i) the Acquisition and the termination of the Put Option are connected transactions with a connected person at subsidiary level of the Group; (ii) the Board has approved the Acquisition and the termination of the Put Option; and (iii) all the independent non- executive Directors have confirmed that the terms thereof are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole, the Acquisition and the termination of the Put Option are only subject to the reporting and announcement requirements, and are exempted from the circular, independent financial advice and independent shareholders’ approval requirements by virtue of Rule 14.44(2) 14A.101 of the Listing Rules, . Reference is made to (i) the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting announcement of the Company shall be convened dated 20 July 2015 in relation to approve the Credit 2015 Equity Transfer Agreement entered into between Wuzhou Shenguan Investment and the transactions contemplated thereunder.Vendor in relation to the acquisition of 51% equity interest in Guangdong Victory and the acceptance of the Put Option and (ii) the clarification announcement of the Company dated 22 July 2016 on the annual report for the year ended 31 December 2015. The Board is pleased to announce that on 23 March 2017 (after trading hours), Wuzhou Shenguan Investment and the Vendor entered into the 2017 Equity Transfer Agreement, pursuant to which, among others, (i) Wuzhou Shenguan Investment has agreed to acquire and the Vendor has agreed to sell 29% equity interest of Guangdong Victory at a total consideration of RMB23,850,000; and (ii) both Wuzhou Shenguan Investment and the Vendor have agreed to terminate the Put Option under the 2015 Equity Transfer Agreement. 23 March 2017 (after trading hours)

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, holding approximately 32.82% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion issued share capital of the LenderCompany, is the controlling shareholder of the Company. As ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ is the ultimate controlling shareholder of the Guarantor, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and therefore, is an associate of the connected person of the Company under Rule 14.74 14A.13(3) of the Listing Rules. ThereforeAs such, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit 2022 Loan Agreement (as calculated constitutes continuing connected transaction for the Company under Rule 14.07 Chapter 14A of the Listing Rules) . Accordingly, ▇▇. ▇▇▇ ▇▇▇▇▇ (the younger brother of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇), an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the Loan and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2022 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2022 Loan Agreement exceeds 5%, the 2022 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Proposed Annual Caps exceed 25% but all other applicable percentage ratios of which are below 75100%, the entering into the Credit Agreement Loan constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules and is therefore subject the to reporting, announcement and shareholders’ approval requirements under Chapter 14 pursuant to Rule 14.33 of the Listing Rules. ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2022 Loan Agreement will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of save for ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordinglyhis associates, no general meeting of the Company shall be convened to approve the Credit Agreement and Shareholder (or its associates) has any material interest in the transactions contemplated thereunderunder the 2022 Loan Agreement.

IMPLICATIONS UNDER THE LISTING RULES. Coca-Cola (Asia) holds a 35% interest in CCBL, in which the Company holds the remaining 65% interest. As a result, as at the exercise date of the Lender Stock Payment Election Right by announcement, The Coca-Cola Company as the Lender for ultimate holding company of Coca-Cola (Asia), and its associate, CCBMHL, are connected persons of the LSEA Stock is Company at the discretion subsidiary level under the Listing Rules. Accordingly, the transactions contemplated under the 2019 Entrusted Processing Framework Agreement constitute continuing connected transactions of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares As (a) CCBMHL is a connected person of LSEA Stock will be treated as if they have been disposed by the Borrower. As Company at the highest subsidiary level under the Listing Rules; (b) one or more of the applicable percentage ratio ratios of the annual caps in respect of the potential disposal processing services provided by the CCBL Group to the CCBMHL Group under the 2019 Entrusted Processing Framework Agreement are on an annual basis more than 1%; (c) the 2019 Entrusted Processing Framework Agreement has been approved by the Board; and (d) the Directors (including the independent non-executive Directors) are of 4,838,710 shares the view that the terms of LSEA Stock the 2019 Entrusted Processing Framework Agreement was entered into in the ordinary and usual course of business of the Group and the terms of the 2019 Entrusted Processing Framework Agreement are fair and reasonable and the transactions contemplated thereunder are on normal commercial terms or better and in the interests of the Company and its Shareholders as a whole, therefore the continuing connected transactions contemplated under the Credit 2019 Entrusted Processing Framework Agreement (as calculated is subject to the reporting and announcement requirements under Rule 14.07 Chapter 14A of the Listing Rules) exceeds 25% Rules but all other applicable percentage ratios are below 75%, exempt from the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 requirement pursuant to Rule 14A.101 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings a director of the Company, for is also concurrently holding directorship in CCBMHL, she has abstained from voting on the Credit Agreement and resolutions passed by the transactions contemplated thereunder Board in accordance with Rule 14.44 of relation to the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules2019 Entrusted Processing Framework Agreement, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement annual caps and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has a material interest in the continuing connected transactions contemplated under the 2019 Entrusted Processing Framework Agreement, therefore none of the Directors has abstained from voting on such Board resolution.

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, holding approximately 32.79% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion issued share capital of the LenderCompany, is the controlling shareholder of the Company. As ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ is the ultimate controlling shareholder of the Guarantor, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and therefore, is an associate of the connected person of the Company under Rule 14.74 14A.13(3) of the Listing Rules. ThereforeAs such, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit 2019 Loan Agreement (as calculated amended or supplemented by the 2020 Supplemental Loan Agreement) constitutes continuing connected transaction for the Company under Rule 14.07 Chapter 14A of the Listing Rules) . Accordingly, ▇▇. ▇▇▇ ▇▇▇▇▇ (the younger brother of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇), an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2020 Supplemental Loan Agreement exceeds 5%, the 2020 Supplemental Loan Agreement, the New Interest Rate and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Annual Caps exceed 25% but all other applicable percentage ratios of which are below 75100%, the entering into the Credit Agreement Loan constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules and are therefore subject the to reporting, announcement and shareholders’ approval requirements under Chapter 14 pursuant to Rule 14.33 of the Listing Rules. ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2019 Loan Agreement (as amended or supplemented by the 2020 Supplemental Loan Agreement) will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of save for ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordinglyhis associates, no general meeting of the Company shall be convened to approve the Credit Agreement and Shareholder (or its associates) has any material interest in the transactions contemplated thereunderunder the 2020 Supplemental Loan Agreement.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Yida (through its wholly-owned subsidiary) is a substantial shareholder of Richcoast, a subsidiary of the Lender Stock Payment Election Right by the Lender Company for the LSEA Stock is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 purposes of the Listing Rules, Yida is a connected person of the Company. Therefore, 4,838,710 shares of LSEA Stock will be treated the transactions contemplated under the Framework Construction Agreement as if they have been disposed supplemented by the BorrowerSecond Supplemental Agreement constitute continuing connected transactions of the Company. As Since the highest applicable percentage ratio ratios (other than the profits ratio) under Chapter 14A of the Listing Rules in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75Continuing Connected Transactions exceed 5%, the entering into Continuing Connected Transactions (together with the Credit Agreement constitutes a major transaction for revised and the Company new Annual Caps) are subject to the reporting, announcement and shareholdersannouncement, Independent Shareholders’ approval and the annual review requirements under Chapter 14 of the Listing Rules. To the best Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited, a closely allied group of Shareholders, holds 1,389,993,701 shares, 1,084,268,286 shares and 135,354,740 shares of the knowledgeCompany respectively. Together, information and belief they hold approximately 50.63% of the Directors having made all reasonable enquiries, no Shareholder has a material interest in entire issued share capital of the Credit Agreement and Company at the transactions contemplated thereunderdate of this announcement. As such, no Shareholder Since none of the Shareholders is required to abstain from voting if a general meeting were convened to approve on the Credit Agreement Transactions, written approvals of Shui On Properties Limited, Shui On Investment Company Limited and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, New Rainbow Investments Limited have been obtained for the Credit Agreement and purpose of approving the transactions contemplated thereunder Transactions in accordance with lieu of an approval from the Independent Shareholders at a Shareholders’ meeting pursuant to Rule 14.44 14A.43 of the Listing Rules. Pursuant An application has been made by the Company to the Stock Exchange for a waiver of the requirement for the Company to hold a Shareholders’ meeting in accordance with Rule 14.44(2) 14A.43 of the Listing Rules, on the basis that the Transactions have been approved by a written approval of a closely allied group of Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇An independent board committee of the Company has been established to advise the Independent Shareholders, Greensheid, Landsea International and Easycorps an independent financial adviser will be accepted appointed to advise the independent board committee of the Company and the Independent Shareholders in lieu relation to the Transactions. It is expected that a circular containing, among other things, further details of holding a general meeting the Transactions, together with the recommendations of the independent board committee of the Company. Accordingly, no general meeting of the Company shall be convened advice from the independent financial adviser to approve the Credit Agreement independent board committee and the transactions contemplated thereunderIndependent Shareholders will be dispatched to the Shareholders on 16 September 2010, that is within 15 Business Days after publication of this announcement, in accordance with the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Gu Jia Household holds 40% equity interest in Sinomax Kuka, which is an indirect non-wholly owned subsidiary of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company. As a substantial shareholder of a subsidiary of the LenderCompany, Gu Jia Household is a connected person of the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Company under Rule 14.74 14A.07(1) of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇Gu ▇▇▇ ▇▇▇▇▇▇, Greensheidbeing the direct wholly-owned subsidiary of Gu Jia Household, Landsea International is an associate of Gu Jia Household pursuant to Rule 14A.13(1) of the Listing Rules and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests hence a connected person of the Company giving under Rule 14A.07(4) of the right to attend and vote at general meetings Listing Rules. Hence, the transactions contemplated under the Procurement Agreement constitute continuing connected transactions of the Company. While one or more of the applicable percentage ratios (other than the profit ratio) as defined under the Listing Rules in respect of the Annual Cap exceed 5%, for the Credit Agreement Directors, having made all reasonable enquiries, confirmed that each of Gu Jia Household and Gu ▇▇▇ ▇▇▇▇▇▇ is a connected person of the transactions contemplated thereunder in accordance Company only because of its connection with a subsidiary of the Company. Hence, each of Gu Jia Household and Gu ▇▇▇ ▇▇▇▇▇▇ is a connected person at the subsidiary level of the Company under Rule 14.44 14A.06(9) of the Listing Rules. Pursuant to Rule 14.44(2) 14A.101 of the Listing Rules, such transactions are only subject to reporting, annual review and announcement requirements and are exempt from the written Shareholderscircular and independent shareholders’ approval from ▇▇requirements. ▇▇▇▇ ▇▇▇▇In this connection, Greensheid, Landsea International the Board has approved the transactions contemplated under the Procurement Agreement and Easycorps will be accepted in lieu of holding a general meeting the independent non-executive Directors have confirmed that the terms of the Company. Accordinglytransactions contemplated thereunder are fair and reasonable; the transaction is on normal commercial terms or better, no general meeting in the ordinary and usual course of business of the Group, and in the interest of the Company shall be convened to approve and its Shareholders as a whole. None of the Credit Directors (including the independent non-executive Directors) has any material interests in the transactions contemplated under the Procurement Agreement and hence none of the Directors (including the independent non-executive Directors) had abstained from voting on the board resolutions approving the transactions contemplated under the Procurement Agreement and the transactions contemplated thereunderAnnual Cap.

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, IRICO Group is the controlling Shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Company and thus is at the discretion a connected person of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of Company under the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit IRICO Group Master Purchase Agreement (as calculated under Rule 14.07 and the IRICO Group Master Sales Agreement between the Company and IRICO Group constitute continuing connected transactions of the Listing Rules) exceeds 25Company. Zhongdian IRICO, which is directly held as to 72.08% but all other applicable percentage ratios are below 75%by CEC and 27.92% by IRICO Group as at the date of this announcement, the entering into the Credit Agreement constitutes is an associate of CEC and IRICO Group and thus a major transaction for connected person of the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledgeTherefore, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve under the Credit Zhongdian IRICO Master Purchase Agreement between the Company and Zhongdian IRICO constitute continuing connected transactions of the transactions contemplated thereunderCompany. As at the date of this announcement, each China Power and CETIS are subsidiaries of ▇▇. ▇▇▇▇ ▇▇▇▇CEC, Greensheid, Landsea International are associates of CEC and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests connected persons of the Company giving under the right to attend Listing Rules. Therefore, each of the transactions contemplated under the China Power Master Purchase Agreement and vote at general meetings the Master Transportation Services Agreement between the Company and China Power and CETIS (as the case may be) constitutes continuing connected transactions of the Company, . Since the applicable percentage ratios for the Credit highest proposed annual caps for each of the three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement exceed 5%, the continuing connected transactions contemplated thereunder in accordance with Rule 14.44 under IRICO Group Master Purchase Agreement and the Zhongdian IRICO Master Purchase Agreement (including the respective proposed annual caps) are subject to the announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant Since the applicable percentage ratios for the highest proposed annual caps for each of the three years ending 31 December 2024 in respect of the continuing connected transactions contemplated under each of the China Power Master Purchase Agreement, the IRICO Group Master Sales Agreement and the Master Transportation Services Agreement exceed 0.1% but are less than 5%, the continuing connected transactions thereunder are only subject to Rule 14.44(2) the announcement and annual review requirements, but are exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunder.

IMPLICATIONS UNDER THE LISTING RULES. As BYD is the exercise controlling Shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion Company indirectly interested in approximately 65.76% of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 issued share capital of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated Company as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of BYD and its subsidiaries (being the associates of BYD) is a connected person of the Company. Therefore, the transactions contemplated under (i) the Supplemental Lease Agreements and the New Lease Agreements and (ii) the Supplemental Comprehensive Services Master Agreement constitute continuing connected transactions of the Group under Chapter 14A of the Listing Rules. Since the one or more of the applicable percentage ratio stipulated under Rule 14.07 of the Listing Rules in respect of the annual caps under (i) the Existing Lease Agreements (as amended by the Supplemental Lease Agreements) and the New Lease Agreements (on an aggregate basis); and (ii) the Existing Comprehensive Services Master Agreement (as amended by the Supplemental Comprehensive Services Master Agreement), for the two years ending 31 December 2018 exceed 0.1% but do not exceed 5%, the Continuing Connected Transactions under (i) the Existing Lease Agreements (as amended by the Supplemental Lease Agreements) and the New Lease Agreements (on an aggregate basis); and (ii) the Existing Comprehensive Services Master Agreement (as amended by the Supplemental Comprehensive Services Master Agreement), are subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) considered the Continuing Connected Transactions contemplated under (i) the Existing Lease Agreements (as amended by the Supplemental Lease Agreements) and the New Lease Agreements; and (ii) the Existing Comprehensive Services Master Agreement (as amended by the Supplemental Comprehensive Services Master Agreement) are in the ordinary and usual course of business of the Group and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to the Group than those available to or from (as appropriate) independent third parties. The Directors (including the independent non-executive Directors) are of the view that the Continuing Connected Transactions and the relevant proposed New Caps, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. ▇▇. ▇▇▇▇ ▇▇▇▇▇-▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings a non-executive Director of the Company, for the Credit Agreement is also an executive director and the transactions contemplated thereunder in accordance with Rule 14.44 chairman of the Listing Rules. Pursuant to Rule 14.44(2) board of directors of BYD and is interested in approximately 18.96% of the Listing Rulestotal issued share capital of BYD as at the date of this announcement. Mr. ▇▇ ▇▇▇▇- ▇▇▇▇▇, a non-executive Director of the written Shareholders’ approval from Company, is also the vice president and chief financial officer of BYD and is interested in approximately 0.16% of the total issued share capital of BYD as at the date of this announcement. Accordingly, ▇▇. ▇▇▇▇ ▇▇▇▇▇-▇▇ and ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, Greensheidbeing Directors who may have a material interest, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of have voluntarily abstained from voting on the Company. Accordingly, no general meeting board resolutions of the Company shall be convened to approve concerning the Credit Agreement and the transactions contemplated thereunderContinuing Connected Transactions.

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date hereof, Zensho is a substantial shareholder of the Lender Stock Payment Election Right by the Lender for the LSEA Stock Company and is at the discretion therefore regarded as a connected person of the LenderCompany under the Listing Rules. Accordingly, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Therefore, 4,838,710 shares Since each of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio ratios in respect of the potential disposal of 4,838,710 shares of LSEA Stock Annual Caps for the transactions contemplated under the Credit Framework Agreement (as calculated under Rule 14.07 of is more than 5% and the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%annual consideration will exceed HK$10,000,000, the entering into transactions contemplated under the Credit Framework Agreement constitutes a major non-exempt continuing connected transaction for the Company under the Listing Rules and are subject the to reporting, announcement and shareholdersIndependent Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To A SGM will be convened at which resolution(s) will be proposed to seek Independent Shareholders’ approval for the best Framework Agreement and the Annual Caps. Zensho, which has material interest in the transactions contemplated under the Framework Agreement, will be required to abstain from voting at the SGM. As at the date hereof, Zensho holds 47,715,000 Shares, representing approximately 11.02% of the knowledge, information and belief total issued share capital of the Company. At the SGM, votes will be taken by way of poll. The Independent Board Committee comprising all independent non-executive Directors having made all will be established by the Board (i) to advise the Independent Shareholders as to whether the terms of the Framework Agreement and the Annual Caps are fair and reasonable enquiriesand whether the entering into of the Framework Agreement is in the interest of the Company and the Shareholders as a whole; and (ii) to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the SGM taking into account the recommendation of the Independent Financial Adviser. It is expected that a circular containing, among other things, further details of the Framework Agreement, a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, a letter of advice containing the recommendations of the Independent Board Committee and a notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules on or about 17 February 2015. So far as the Directors are aware, save for Zensho, which is a party to the Framework Agreement and is a substantial shareholder of the Company, no other Shareholder has a material interest in the Credit Framework Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no general meeting of the Company shall be convened to approve the Credit Agreement and the transactions contemplated thereunderSGM.

IMPLICATIONS UNDER THE LISTING RULES. As The IEC Supplemental Termination Agreement constitutes a material variation to the exercise terms of the Lender Stock Payment Election Right by IEC Project Consulting Service Agreement and the Lender for the LSEA Stock is at the discretion IEC Termination Agreement. The IEC Supplemental Termination Agreement constitute a “transaction” between members of the Lender, the Lender Stock Payment Election Right will be treated Group and SRF which is a connected person (as if they have been exercised pursuant to Rule 14.74 of such term is defined under the Listing Rules) of the Company and hence a connected transaction for the Company. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As According to the highest applicable percentage ratio in respect calculated for the purpose of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 Chapter 14A of the Listing Rules) exceeds 25% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit IEC Supplemental Termination Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 shall be subject to the reporting, announcement, annual review and approval by the Independent Shareholders at general meeting. The 2023 EGM will be convened at which ordinary resolutions will be proposed to consider, and if thought fit, approve the IEC Supplemental Termination Agreement by the Independent Shareholders. An Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Listing Rules. Pursuant to Rule 14.44(2) IEC Supplemental Termination Agreement are fair and reasonable and in the interest of the Listing RulesCompany and the Shareholders as a whole and to make recommendation to the Independent Shareholders on how to vote at the 2023 EGM, taking into account the advice of the Independent Financial Adviser. Astrum Capital Management Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in these regards. A circular containing, among other things, (a) further information on the IEC Supplemental Termination Agreement; (b) the recommendation from the Independent Board Committee to the Independent Shareholders; (c) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the IEC Supplemental Termination Agreement; and (d) a notice convening the 2023 EGM, is expected to be despatched to the Shareholders as soon as possible and in any event, on or before 26 January 2023. If there is any delay in the despatch of the circular, the written Shareholders’ approval from ▇▇Company will issue further announcements. ▇▇▇▇ ▇▇▇▇In this announcement, Greensheidunless the context requires otherwise, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordingly, no capitalised terms used herein shall have the following meanings: “2019 EGM” the extraordinary general meeting of the Company shall be convened to approve held on 14 June 2019 at which, amongst others, the Credit IEC Project Consulting Service Agreement and the connected transactions contemplated thereunder.constituted thereunder were approved by the independent Shareholders; “2023 EGM” the extraordinary general meeting of the Company expected to be convened in Hong Kong or any adjournment thereof for the purpose of seeking the approval from the Independent Shareholders on the IEC Supplemental Termination Agreement;

IMPLICATIONS UNDER THE LISTING RULES. As at the exercise date of this announcement, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, holding approximately 32.93% of the Lender Stock Payment Election Right by the Lender for the LSEA Stock is at the discretion issued share capital of the LenderCompany, is the controlling shareholder of the Company. As ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ is the ultimate controlling shareholder of the Guarantor and the director of the Guarantor and the Borrower, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Borrower, being a wholly-owned subsidiary of the Guarantor, is an associate of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and therefore, is an associate of the connected person of the Company under Rule 14.74 14A.13(3) of the Listing Rules. ThereforeAs such, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio in respect of the potential disposal of 4,838,710 shares of LSEA Stock transactions contemplated under the Credit 2025 Loan Agreement (as calculated constitutes continuing connected transaction for the Company under Rule 14.07 Chapter 14A of the Listing Rules) . Accordingly, ▇▇. ▇▇▇ ▇▇▇▇▇ (the younger brother of ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇), an executive Director and the Chairman of the Company, has abstained from voting at the relevant board meeting for approving the Loan and the transactions contemplated thereunder. Apart from the above, none of the Directors has any material interest in the abovementioned transactions and is required to abstain from voting on the board resolutions approving the 2025 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder. As one or more applicable Percentage Ratios of the Annual Caps for the transactions contemplated under the 2025 Loan Agreement exceeds 5%, the 2025 Loan Agreement, the Proposed Annual Caps and the transactions contemplated thereunder are subject to reporting, announcement, independent shareholders’ approval and annual review requirements pursuant to Rules 14A.35, 14A.36 and 14A.49 of the Listing Rules. Appropriate disclosure of the above transactions will be made in the next published annual report and accounts of the Company in accordance with Rules 14A.71 and 14A.72 of the Listing Rules. As one or more applicable Percentage Ratios of the Proposed Annual Caps exceed 25% but all other applicable percentage ratios of which are below 75100%, the entering into the Credit Agreement Loan constitutes a major transaction for of the Company under Chapter 14 of the Listing Rules and are therefore subject the to reporting, announcement and shareholders’ approval requirements under Chapter 14 pursuant to Rule 14.33 of the Listing Rules. ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, being a controlling shareholder of the Company, and his associates, interested in the transactions contemplated under the 2025 Loan Agreement will abstain from voting at the SGM. To the best of the knowledge, information and belief of the Directors Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Credit Agreement and the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As at the date of this announcement, each of save for ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests of the Company giving the right to attend and vote at general meetings of the Company, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders’ approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Company. Accordinglyhis associates, no general meeting of the Company shall be convened to approve the Credit Agreement and Shareholder (or its associates) has any material interest in the transactions contemplated thereunderunder the 2025 Loan Agreement.

IMPLICATIONS UNDER THE LISTING RULES. As the exercise Global Corn Bio-chem, a wholly owned subsidiary of the Lender Stock Payment Election Right by the Lender for the LSEA Stock GBT, is at the discretion of the Lender, the Lender Stock Payment Election Right will be treated as if they have been exercised pursuant to Rule 14.74 of the Listing Rules. Therefore, 4,838,710 shares of LSEA Stock will be treated as if they have been disposed by the Borrower. As the highest applicable percentage ratio a substantial Shareholder holding in respect of the potential disposal of 4,838,710 shares of LSEA Stock contemplated under the Credit Agreement (as calculated under Rule 14.07 of the Listing Rules) exceeds 25aggregate approximately 64% but all other applicable percentage ratios are below 75%, the entering into the Credit Agreement constitutes a major transaction for the Company subject the reporting, announcement and shareholders’ approval requirements under Chapter 14 of 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 Credit Agreement and issued share capital of the transactions contemplated thereunder. As such, no Shareholder is required to abstain from voting if a general meeting were convened to approve the Credit Agreement and the transactions contemplated thereunder. As Company as at the date of this announcement, each and Changchun Baocheng is a wholly owned subsidiary of ▇▇. ▇▇▇▇ ▇▇▇▇GBT, Greensheid, Landsea International both Global Corn Bio-chem and Easycorps held 8,901,500 Shares, 2,011,513,187 Shares, 367,914,894 Shares and 376,017,785 Shares respectively, together representing approximately 58.53% interests Changchun Baocheng are connected persons of the Company giving under the right to attend and vote at general meetings of the CompanyListing Rules. Therefore, for the Credit Agreement and the transactions contemplated thereunder in accordance with Rule 14.44 under each of the New Master Agreements and the Upstream Products Master Sales Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant As the annual consideration receivable from or, as the case may be, payable to Rule 14.44(2) the GBT Group under each of the New Master Agreements for each of the three years ending 31 December 2015 and under the Upstream Products Master Sales Agreement for each of the three years ending 31 December 2014 are expected to represent more than 5% of each of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$10 million each, the continuing connected transactions under each of the New Master Agreements and the Upstream Products Master Sales Agreement and the annual caps therefor are subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the written Shareholders’ Company will seek to obtain the approval from ▇▇. ▇▇▇▇ ▇▇▇▇, Greensheid, Landsea International and Easycorps will be accepted in lieu of holding a general meeting of the Companyindependent Shareholders on the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps at the EGM. AccordinglyGBT Group and its associates, no general meeting and any Shareholders who are materially interested in the continuing connected transactions under the New Master Agreements and the Upstream Products Master Sales Agreement are required to abstain from voting on the resolutions proposed to be passed at the EGM for approving the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps. The Company will establish the Independent Board Committee to advise the independent Shareholders as to whether the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the New Master Agreements and the Upstream Products Master Sales Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company shall and the Shareholders as a whole, and to advise the independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the independent financial adviser. An independent financial adviser will be convened appointed to approve advise the Credit Independent Board Committee and the independent Shareholders as to whether the continuing connected transactions under the New Master Agreements, the Upstream Products Master Sales Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions contemplated thereunderunder the New Master Agreements and the Upstream Products Master Sales Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the independent Shareholders on how to vote at the EGM.