Common use of LISTING RULES IMPLICATION Clause in Contracts

LISTING RULES IMPLICATION. As the highest applicable percentage ratio in respect of the Settlement Transactions exceeds 25% but is less than 100%, the Settlement Transactions shall constitute a major transaction of the Company under the Listing Rules and is therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, while ▇▇▇▇’ ▇▇ has declared that he was interested in the shares in Astaka Holdings Limited representing approximately 0.2% of its issued share capital, none of the Shareholders and their respective associates has any material interest in the Settlement Transactions. As such, no Shareholder would be required to abstain from voting if the Company were to convene a Shareholders’ meeting for approving the Settlement Transactions. As at the date of this announcement, the Company has received written approval from each of JBB Jade and JBB Berlian, being a closely allied group of Shareholders, approving the Settlement Transactions. JBB Jade is one of the Controlling Shareholders holding 181,816,500 Shares (representing approximately 36.36% of the entire issued share capital of the Company), with the entire issued Share capital of which being owned directly by ▇▇▇▇’ ▇▇, an executive Director and chairman of the Board, who also beneficially owns 12,432,000 Shares. JBB Berlian is also one of the Controlling Shareholders of the Company holding 161,233,500 Shares (representing approximately 32.25% of the entire issued share capital of the Company), with the entire issued Share capital of which being owned directly by ▇▇▇▇▇ ▇▇▇▇▇, a non-executive Director and the spouse of Dato’ ▇▇. Each of JBB Jade, JBB Berlian, Dato’ ▇▇ and Datin Ngooi is a party to the confirmatory deed dated 16 May 2018, pursuant to which the parties confirmed, among other things, that they are a group of Controlling Shareholders. In accordance with Rule 14.44(2) of the Listing Rules, the written approval from JBB Jade and JBB Berlian may be accepted in lieu of holding a general meeting of the Shareholders. The Board resolved that no Shareholders’ meeting will be convened by the Company to approve the Settlement Transactions.

LISTING RULES IMPLICATION. As The transactions contemplated under the highest KMB and LWB Licence Agreements, in aggregate, will constitute a major transaction for the Company under Rule 14.07 of the Listing Rules on the basis that certain of the applicable percentage ratio ratios are more than 25%. As one or more of the applicable percentage ratios in respect of the Settlement Transactions exceeds consideration under the KMB and LWB Licence Agreements, when aggregated with the total consideration under the KMB and LWB Licence Agreements is more than 25% but is less than 100%, the Settlement Transactions shall constitute entering into the KMB and LWB Licence Agreements constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reportingthe announcement, announcement circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To Pursuant to HKFRS 16, the best entering of the Directors’ knowledge, information KMB and belief, having made all reasonable enquiries, while ▇▇▇▇’ ▇▇ has declared that he LWB Licence Agreements will require the Group to recognise the exclusive rights as right-of-use asset in which the amount was interested in approximately HKD707.2 million calculated with reference to the shares in Astaka Holdings Limited representing approximately 0.2% of its issued share capital, none aggregated present value of the Shareholders fixed lease payments under the KMB and their respective associates has LWB Licence Agreements , thus the entering into the KMB and LWB Licence Agreements and the transactions contemplated thereunder will be regarded as an acquisition of asset by the Group. The value of the KMB and LWB Licence Agreements is on the basis of right-of-use assets measured at cost, which comprise of: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. None of the Directors have a material interest in the Settlement TransactionsKMB and LWB Licence Agreements and the transactions contemplated thereunder, and therefore no Director has to abstain from voting on the relevant board resolutions approving the KMB and LWB Licence Agreements and the transaction contemplated thereunder. As such, Since no Shareholder would be shareholder is required to abstain from voting if voting, pursuant to Rule 14.44 of the Company were to convene a Shareholders’ meeting for approving the Settlement Transactions. As at the date of this announcementListing Rules, the Company has received written approval from each of JBB Jade and JBB Berlian, being a shareholder or a closely allied group of Shareholders, approving the Settlement Transactions. JBB Jade is one of the Controlling Shareholders holding 181,816,500 Shares (representing approximately 36.36shareholders who together hold more than 50% of the entire issued share capital of voting rights at the Company), with general meeting to approve the entire issued Share capital of which being owned directly by ▇▇▇▇’ ▇▇, an executive Director and chairman of the Board, who also beneficially owns 12,432,000 Shares. JBB Berlian is also one of the Controlling Shareholders of the Company holding 161,233,500 Shares (representing approximately 32.25% of the entire issued share capital of the Company), with the entire issued Share capital of which being owned directly by ▇▇▇▇▇ ▇▇▇▇▇, a non-executive Director and the spouse of Dato’ ▇▇. Each of JBB Jade, JBB Berlian, Dato’ ▇▇ and Datin Ngooi is a party to the confirmatory deed dated 16 May 2018, pursuant to which the parties confirmed, among other things, that they are a group of Controlling Shareholders. In accordance with Rule 14.44(2) of the Listing Rules, the written approval from JBB Jade and JBB Berlian may transaction such shareholder can be accepted in lieu of holding a general meeting for the purpose of approving the KMB and LWB Licence Agreements. The Company has received a written approval by Media Cornerstone Limited (holding approximately 57.94% of the Shareholdersentire issued ordinary share capital of the Company) for the transactions contemplated under the KMB and LWB Licence Agreements in lieu of holding a general meeting in accordance with Rule 14.44 of the Listing Rules. The Board resolved It is expected that no Shareholders’ meeting will a circular containing, among other things, further information on the KMB and LWB Licence Agreements and the transaction contemplated thereunder, is expected to be convened by despatched to the Company to approve Shareholders for information purposes only in accordance with Rule 14.41(a) of the Settlement TransactionsListing Rules on or before 10 December 2019.

LISTING RULES IMPLICATION. As Fujian Bo Rui, through the highest applicable percentage ratio in respect Control Documents, is regarded as a subsidiary of Fuzhou BoYuan Wireless. Fuzhou BoYuan Wireless is an indirect wholly owned subsidiary of 91 Limited. 91 Limited is an indirect subsidiary of the Settlement Transactions exceeds 25% but is less than 100%Company, of which the Series A Investors are interested in (i) 15,384,000 series A preferred shares; and (ii) the convertible promissory notes in an aggregate principal amount of US$5,000,000 under the Note Issuance Transaction. In general, holders of the preferred shares in 91 Limited shall have the right to receive notice of and to attend general meeting of 91 Limited and vote on all matters on which holders of the ordinary shares in 91 Limited shall be entitled to vote. Excluding shares of 91 Limited which may be issued pursuant to the Note Issuance Transaction, the Settlement Transactions shall constitute a major transaction series A preferred shares of the Company under Series A Investors account for approximately 13.71% of all the Listing Rules and is therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 outstanding shares of 91 Limited upon the full conversion of the Listing Rulespreferred shares. To the best In addition to their interests in 91 Limited and as of the Directors’ knowledge, information and belief, having made all reasonable enquiries, while ▇▇▇▇’ ▇▇ has declared that he was interested in the shares in Astaka Holdings Limited representing approximately 0.2% of its issued share capital, none of the Shareholders and their respective associates has any material interest in the Settlement Transactions. As such, no Shareholder would be required to abstain from voting if the Company were to convene a Shareholders’ meeting for approving the Settlement Transactions. As at the date of this announcement, the Company has received written approval from each of JBB Jade and JBB Berlian, being a closely allied group of Shareholders, approving the Settlement Transactions. JBB Jade is one of the Controlling Shareholders holding 181,816,500 Shares (representing Series A Investors are interested in approximately 36.3614.87% of the entire issued share capital shareholding interests of the Company and is deemed to be a substantial shareholder of the Company). Accordingly, with the entire issued Share capital of which being owned directly by ▇▇▇▇’ ▇▇, an executive Director and chairman of the Board, who also beneficially owns 12,432,000 Shares. JBB Berlian 91 Limited is also one of the Controlling Shareholders considered as a connected person of the Company holding 161,233,500 Shares (representing approximately 32.25% under Rule 14A.11(5) of the entire issued share capital Listing Rules and each of Fujian Bo Rui and Fuzhou BoYuan Wireless is considered as a connected person of the Company)Company under Rule 14A.11(6) of the Listing Rules. The entering into the Tenancy Agreement I and the Tenancy Agreement II constitutes continuing connected transactions of the Company and should be aggregated under the Listing Rules. Given that the applicable percentage ratios under the Tenancy Agreement I and Tenancy Agreement II (which are aggregate under Rule 14A.25 of the Listing Rules) on annual basis fall within the threshold prescribed in Rule 14A.34 of the Listing Rules, with the entire issued Share capital entering into the Tenancy Agreement I and Tenancy Agreement II is only subject to the reporting, announcement and annual review requirements under Rules 14A.45 to 14A.47 of which being owned directly by the Listing Rules and is exempt from the independent shareholders’ approval requirement of Chapter 14A of the Listing Rules. Except for ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, who is a non-executive Director and member of the spouse general partners of Dato’ IDG Technology Venture Investments of the Series A Investors, no Directors have a material interest in the transactions contemplated under the Tenancy Agreements. Accordingly, ▇▇. Each of JBB Jade, JBB Berlian, Dato’ ▇▇▇ and Datin Ngooi is a party ▇▇▇▇▇▇▇▇▇ has abstained from voting on the Board resolution in relation to the confirmatory deed dated 16 May 2018, pursuant to which transactions contemplated under the parties confirmed, among other things, that they are a group of Controlling Shareholders. In accordance with Rule 14.44(2) of the Listing Rules, the written approval from JBB Jade and JBB Berlian may be accepted in lieu of holding a general meeting of the Shareholders. The Board resolved that no Shareholders’ meeting will be convened by the Company to approve the Settlement TransactionsTenancy Agreements.