Common use of LISTING RULES IMPLICATION Clause in Contracts

LISTING RULES IMPLICATION. The GRGC is the largest Shareholder of the Company and owns an aggregate of 37.12% of the issued share capital of the Company. The CRC is the de facto controller of the GRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company under the Listing Rules from 1 January 2017, and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The Directors (excluding the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclosed above, none of the Directors has material interest in the Continuing Connected Transactions.

LISTING RULES IMPLICATION. The GRGC As each of the service recipients under the Previous De Minimis Arrangements is a member of the largest Shareholder Huafa Group (excluding our Group) and each of the Purchasers is labour union committee of ▇▇▇▇▇▇ ▇▇▇▇▇ and an indirect subsidiary of Zhuhai Huafa, an indirect controlling shareholder of the Company and owns an aggregate of 37.12interested in approximately 36.88% of the total issued share capital of the Company. The CRC is the de facto controller , each of the GRGC. Pursuant to the Proposal service recipients and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as Purchasers is a connected person of the Company under pursuant to Chapter 14A of the Listing Rules from 1 January 2017, and all transactions contemplated by each of the Previous De Minimis Arrangements and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will Products Purchase Agreements constitute continuing connected transactions of the Company under the Listing RulesCompany. As one or more each of the applicable Percentage Ratios in respect percentage ratio of the Continuing Connected Transactions exceed Previous De Minimis Arrangements (in aggregate) is less than 5%% and the total consideration is less than HK$3,000,000, the Continuing Connected Transactions will they constitute continuing connected de minimis transactions pursuant to Rule 14A.76(1)(c) of the Company Listing Rules and are fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, upon the entering into the Products Purchase Agreements, the purchase prices of products received or receivable by each hotel managed by Management Company when aggregated with the service fees received or receivable by the Group as a whole under the Previous De Minimis Arrangements will be in excess of HKD3,000,000. The Previous Arrangements, the Customer Thankful Month Cooperation Agreements, the Previous De Minimis Arrangements and the Products Purchase Agreements are of a similar nature, i.e. in relation to provision of accommodation, catering services and other related services. As a result, the Previous Arrangements, the Customer Thankful Month Cooperation Agreements, the Previous De Minimis Arrangements and the Products Purchase Agreements shall be aggregated as if they were one transaction pursuant to Rule 14A.81 of the Listing Rules. Since all applicable percentage ratios in respect of the Previous Arrangements, the Customer Thankful Month Cooperation Agreements, the Previous De Minimis Arrangements and the Products Purchase Agreements in aggregate are less than 25% and the aggregate service fees and purchase prices are less than HKD10,000,000, the entering into of the Products Purchase Agreements is subject to the reporting, annual review, announcement reporting and Independent announcements requirements but is exempt from the circular (including independent financial advice) and Shareholders’ approval requirement requirements pursuant to Chapter 14A Rule 14A.76(2) of the Listing Rules. The Directors (excluding including the independent non-executive Directors whose views will be given after taking into account the advice from the IFADirectors) consider have confirmed that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business terms of the GroupProducts Purchase Agreements and the individual agreement of each of the Previous De Minimis Arrangements are fair and reasonable, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group Company and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclosed above, none of the Directors has material interest in the Continuing Connected Transactions.

LISTING RULES IMPLICATION. The GRGC As at the date of this announcement, the Agent is the largest Shareholder of the Company ultimately owned as to 89.5% by ▇▇. ▇▇▇, a non-executive Director and owns an aggregate of 37.12% of the issued share capital a controlling shareholder of the Company, and 10.5% by his spouse, Ms. Fu. The CRC It is the de facto controller therefore an associate of the GRGC▇▇. Pursuant to the Proposal ▇▇▇ and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company under Company. To avoid any possible conflict of interest, ▇▇. ▇▇▇ has abstained from voting on the Listing Rules from 1 January 2017, Board resolutions approving the Construction Management Services Entrustment Agreement and the transactions between Annual Caps. Save for ▇▇. ▇▇▇, no other Director has a material interest in the CRC Group Companies Construction Management Services Entrustment Agreement and was required to abstain from voting on the relevant Board resolutions. As the Business Cooperation Framework Agreement and the Construction Management Services Entrustment Agreement were entered into by members of the Group Companies under with parties who are connected with one another and the Comprehensive Services Business Cooperation Framework Agreement will constitute continuing connected transactions has continued during the previous 12 months, the Board is of the Company view that the transactions under the Listing Rulesthese two agreements should be aggregated. As one or more each of the applicable Percentage Ratios in respect percentage ratios of the Continuing Connected Transactions exceed Annual Caps of the Construction Management Services Entrustment Agreement, when aggregated with the annual caps under the Business Cooperation Framework Agreement, is more than 0.1% but less than 5%, the Continuing Connected Transactions will constitute aggregated transaction constitutes a non-exempt continuing connected transactions transaction of the Company under Chapter 14A of the Listing Rules, and be which is subject to the reporting, annual review, review and announcement requirements but is exempt from the circular and Independent Shareholdersshareholders’ approval requirement pursuant to requirements under Chapter 14A of the Listing Rules. The Directors (excluding Company will disclose information in relation to the independent non-executive Directors whose views Construction Management Services Entrustment Agreement in its subsequent published annual reports and accounts in accordance with the Listing Rules. To ensure that the transaction contemplated under the Construction Management Services Entrustment Agreement will be given after taking into account conducted on normal commercial terms and on terms no less favourable to the advice Group than the terms available to or from Independent Third Parties, and the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business of the Group, is negotiated relevant fee will be determined on an arm’s length basis basis, the Company has established and on normal commercial terms or on terms no less favorable than those available adopted the following internal control measures to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and monitor the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the Comprehensive Construction Management Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Entrustment Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclosed above, none of the Directors has material interest in the Continuing Connected Transactions.including:

LISTING RULES IMPLICATION. The GRGC is As at the largest Shareholder date of the Company this announcement, Yitai Group, directly and owns an aggregate of 37.12indirectly, holds 58.76% of the existing issued share capital of the Company. The CRC Company and is the de facto controller a Controlling Shareholder of the GRGC. Pursuant to the Proposal Company, and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as thus constitutes a connected person of the Company. Meanwhile, the Company under and Yitai Group hold 40% and 60% of shareholdings in Yitai Finance respectively, thus Yitai Finance constitutes a connected person of the Listing Rules from 1 January 2017Company. Therefore, the Revised Financial Services Framework Agreement entered into between the Company and Yitai Finance and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of the deposit services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 25%, thus such transactions constitute the Continuing Connected Transactions and major transactions at the same time and shall be subject to the reporting, annual review, announcement and Independent Shareholdersindependent shareholders’ approval requirement pursuant requirements under Chapter 14 and Chapter 14A of the Listing Rules. As the provision of loan services to the Group contemplated under the Revised Financial Services Framework Agreement are normal commercial terms and no less favourable than those provided to the Group by any independent third parties in respect of similar services in the PRC, and no assets will be pledged by the Group in respect of any loan services. Thus, the loan services shall be exempted from the reporting, annual review, announcement and seeking for the independent shareholders’ approval requirements under Rule 14A.90 of the Listing Rules. As each of the highest applicable percentage ratio under the Listing Rules of the annual cap in respect of other financial services proposed to be provided for the Group under the Revised Financial Services Framework Agreement exceeds 0.1% but is less than 5%, thus such transactions constitute the Continuing Connected Transactions and shall be subject to the reporting, annual review and announcement requirements but exempt from independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Board has considered and approved the resolution regarding the entering into of the Revised Financial Services Framework Agreement. As ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, Mr. ▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, Mr. ▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ Like, all being Directors of the Company, are deemed to have material interests in the above transactions, they have abstained from voting on the above resolution accordingly. Save for the above persons, other Directors have no interests in the above resolution. The Directors (excluding including the independent non-executive Directors whose views will be given after taking into account Directors) are of the advice from the IFA) consider view that the Comprehensive entering into of the Revised Financial Services Framework Agreement is and new annual caps contemplated thereunder are entered into on normal commercial terms in the ordinary and usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees has appointed Gram Capital Limited (a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activities under the Comprehensive SFO) as the independent financial adviser to advise the independent board committee and the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement shall exceed and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Proposed Annual Caps or that there is any material amendment to Independent Shareholders are concerned, and are in the terms interests of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇Company and the Shareholders as a whole, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in advise the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions Independent Shareholders as to how they should vote in respect of the foregoing transaction. Save as disclosed above, none above resolution at the extraordinary general meeting of the Company. The independent board committee comprising all independent non-executive Directors has material interest been established by the Company to advise the Independent Shareholders as to whether the proposed provision of deposit services to the Company contemplated under the Revised Financial Services Framework Agreement and its new annual cap are entered into on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and are in the Continuing Connected Transactionsinterests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how they should vote in respect of the above resolution, after taking into account the recommendations of the independent financial adviser.

LISTING RULES IMPLICATION. The GRGC is As the largest Shareholder of relevant percentage ratio(s) exceed 5% but all relevant percentage ratios are below 25%, the Company and owns an aggregate of 37.12% of the issued share capital of the Company. The CRC is the de facto controller of the GRGC. Pursuant to the Proposal 2022 Acquisition and the Reply, transactions contemplated thereunder constitute a discloseable transaction on the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person part of the Company under Chapter 14 of the Listing Rules from 1 January 2017, and are subject to the transactions between the CRC Group Companies and the Group Companies announcement under the Comprehensive Services Framework Agreement will constitute continuing connected transactions Chapter 14 of the Company under the Listing Rules. As one or more the relevant percentage ratio(s) of the applicable Percentage Ratios 2022 Acquisition and the 2023 Acquisition in respect of the Continuing Connected Transactions aggregation exceed 525% but are below 100%, the Continuing Connected Transactions will 2023 Acquisition in aggregation with the 2022 Acquisition and the transactions contemplated thereunder constitute continuing connected transactions a major transaction on the part of the Company under Chapter 14A 14 of the Listing Rules and are subject to the announcement and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. A SGM will be convened and held for the Shareholders to approve the 2022 Acquisition and the 2023 Acquisition and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors and having made reasonable enquiries, no Shareholder is involved in or interested in the 2022 Sale and Purchase Agreement and/or the Sale and Purchase Agreement and the transactions contemplated thereunder which requires him/her/it to abstain from voting on the proposed resolution(s) to approve the 2022 Acquisition and the 2023 Acquisition and the transactions contemplated thereunder at the SGM. A circular containing, among others, (1) details of the 2022 Acquisition and the 2023 Acquisition and the transactions contemplated thereunder; and (2) a notice of the SGM will be despatched to the Shareholders on or before 16 February 2024 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Due to an inadvertent oversight, the 2022 Acquisition was not timely disclosed by the Company in accordance with the requirements under the Listing Rules, and be subject the Company unintentionally and inadvertently failed to comply the reportingrequirements under Chapter 14 of the Listing Rules timely. This announcement is made by the Company so as to re-comply with the Listing Rules requirements. Due to inadvertent oversight with the misunderstanding (1) the 2022 Sale and Purchase Agreement date was more than twelve months preceding the 2023 Sale and Purchase Agreement; and (2) the 2022 Acquisition and the 2023 Acquisition were negotiated separately with different Independent Third Parties, annual reviewthe Company did not aggregate the 2022 Acquisition with the 2023 Acquisition, announcement and Independent the Company unintentionally and inadvertently failed to comply with the Shareholders’ approval requirement pursuant to requirements in respect of the 2023 Acquisition for major transaction under Chapter 14A 14 of the Listing Rules. The Directors (excluding As disclosed in this announcement, the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will seek Shareholders’ approval and ratification at the forthcoming SGM so as to re-comply with the relevant provisions under Chapter 14A of the Listing Rules requirements. In order to prevent similar occurrence of non-compliance in future, the event that Company has taken and will take the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclosed above, none of the Directors has material interest in the Continuing Connected Transactions.following remedial actions:

LISTING RULES IMPLICATION. The GRGC is the largest Shareholder of the Company and owns an aggregate of 37.12% of the issued share capital of the Company. The CRC is the de facto controller of the GRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and personnel of the Former MOR are transferred to the CRC. Upon the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Company under the Listing Rules from 1 January 2017, and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Continuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. The Directors (excluding the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the Proposed Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Company will comply with the relevant provisions under Chapter 14A of the Listing Rules in the event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Comprehensive Services Framework Agreement. ▇▇. ▇▇ ▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇Sun Jing, ▇▇. ▇▇ ▇▇▇▇▇▇▇ Zhiming and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Board resolutions in respect of the foregoing transaction. Save as disclosed above, none of the Directors has material interest in the Continuing Connected Transactions.