THE GEM LISTING RULES Clause Samples

THE GEM LISTING RULES. Pursuant to HKFRS 16, the entering into of the Tenancy Agreement will require the Group to recognise the fixed portion of the rent for the Premises as the right-of-use assets with a cost of approximately HK$2.7 million at initial recognition and a corresponding lease liability which represents the present value of the future lease payments. Thus, the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as a deemed acquisition of asset by the Group. As one or more of the applicable percentage ratios calculated under Chapter 19 of the GEM Listing Rules in respect of the Tenancy Agreement exceeds 5% but all are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction for the Company and is therefore subject to reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

THE GEM LISTING RULES. Very substantial acquisition Advance to an entity

THE GEM LISTING RULES. The transaction contemplated under the Entrusted Loan Agreement represents the granting of a financial assistance and an advance by the Company to Beijing Motor under Rules 19.04(1)(e) and

THE GEM LISTING RULES. As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 10.39 of the GEM Listing Rules, the Open Offer will be subject to the approval by the Independent Shareholders at the EGM by way of poll. As at the date of this announcement, the Company did not have any controlling Shareholder. Therefore, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company shall abstain from voting in favour of the resolution(s) to be proposed at the EGM to consider and, if thought fit, approve the Open Offer. Under Rule 10.37(2) of the GEM Listing Rules, as the Open Offer is not fully underwritten, any Shareholder who applies to take up excess Offer Shares may unwittingly incur an obligation to make a general offer under the Takeovers Code, unless a waiver from the Executive of the SFC from time to time or any of his delegate(s) has been obtained. Accordingly, the Open Offer will be made on the term that the Company will provide for Shareholders to apply on the basis that if the Offer Shares are not fully taken up, the application(s) of any Shareholder(s) for excess Offer Shares under the EAF(s) (for use by the Qualifying Shareholders to apply for excess Offer Shares) which would result in its/his/her shareholding to increase to 30% or more of the Company’s enlarged issued share capital upon completion of the Open Offer will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder(s) to make a general offer under the Takeovers Code. The proposed settlement of the indebtedness due to eForce (who held approximately 0.179% of the total issued shares of the Company as at the date of this announcement) under the Creditors Schemes, which is not extended to all the other Shareholders, constitutes a special deal under Rule 25 of the Takeovers Code and therefore requires (i) consent by the Executive; (ii) the Independent Financial Adviser to publicly state that in its opinion the settlement and the terms thereunder are fair and reasonable; and (iii) approval by the Independent Shareholders at the EGM. Member of the Concert Group, eForce and their respective associates and parties acting in concert with any of them, and those who are interested in and involved in the Proposed Restructuring, the Whitewash Waiver and/or the Special Deal will be required to abstain from voting on the relevant resolution(s).

THE GEM LISTING RULES. The transactions contemplated under the Second Cooperation Agreement, together with those contemplated under the First Cooperation Agreement, constitute a series of transactions made by the Company within a 12-month period and shall be aggregated as if they were one transaction pursuant to Rule 19.22 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the transactions contemplated under the Second Cooperation Agreement, when aggregated with those contemplated under the First Cooperation Agreement, exceed 25% but less than 100%, the entering into of the Second Cooperation Agreement, on an aggregated basis, constitutes a major transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules. GD Aoyuan is an indirect wholly-owned subsidiary of China Aoyuan, which is a substantial Shareholder and thus a connected person of the Company. Accordingly, ▇▇ ▇▇▇▇▇▇ is a connected person of the Company by virtue of being an associate of ▇▇▇▇▇ ▇▇▇▇▇▇. As the total consideration exceeds HK$10 million, the transactions contemplated under the Second Cooperation Agreement are subject to the reporting and announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

THE GEM LISTING RULES. The entering into of the Service Agreement is announced by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). As the relevant applicable percentage ratios (as defined under the GEM Listing Rules) for the aggregate amount of the advances under the Funding Agreement exceeds 5% but is less than 25%, the entering into of the Funding Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules. As the assets ratio (as defined under the GEM Listing Rules) for the aggregate amount of the advances under the Funding Agreement exceeds 8%, the entering into of the Funding Agreement and the transactions contemplated thereunder are also subject to the general disclosure obligations under Rule 17.15 of the GEM Listing Rules.

THE GEM LISTING RULES. Youzan Technology is a non wholly-owned subsidiary of the Company which is owned as to 51.90% by the Company. Whitecrow Investment Ltd. is a substantial shareholder of the Company and it holds more than 10% in Youzan Technology as at the date of this announcement. Therefore, Youzan Technology is a connected subsidiary and hence a connected person of the Company under Rule 20.07(5) of the GEM Listing Rules. In respect of the proposed annual caps under the Loan Agreement 2022, as applicable percentage ratio(s) are over 0.1% but less than 5%, the transactions contemplated under the Loan Agreement 2022 will be subject to the reporting, annual review and announcement but exempted from the independent shareholders’ approval requirement under Chapter 20 of the GEM Listing Rules. Reference is made to the announcement of the Company dated 27 April 2019 in relation to, among others, the Previous Loan Agreement. On 31 December 2021, the Company entered into the Loan Agreement 2022 with Youzan Technology, pursuant to which the Company has conditionally agreed to extend the unsecured loan facility up to HK$480 million granted to Youzan Technology (inclusive of the principal loan amount and interest), subject to the terms and conditions set out therein. The principal terms of the Loan Agreement 2022 are as follows: Date 31 December 2021 Lender The Company Borrower Youzan Technology Loan amount Not exceeding HK$480 million at any time every year, inclusive of the principal loan amount and interest Terms From 1 January 2022 until 31 December 2024 Interest rate Youzan Technology shall pay interest on any outstanding principal amount of the loan at the interest rate of 2% per annum above the Prime Rate from time to time, which shall be calculated and charged on a monthly basis Repayment terms Youzan Technology shall fully repay any outstanding principal and any accrued but unpaid interest and any other monies due under the Loan Agreement 2022 on the expiry of the term Other terms The Company has the sole discretion to refuse to advance any part of the loan if the Company is not satisfied with the use of the loan specified in the notice of drawdown issued by Youzan Technology To facilitate Youzan Technology Group’s business expansion, which includes product development, marketing and the sales, the Company expects that a HK$480 million annual cap for the Loan Agreement 2022 is appropriate, after considering the business development plan of Youzan Technology. The Directors (i...

THE GEM LISTING RULES. As Lessee F1 is a direct wholly-owned subsidiary of Lessee F2, the transactions contemplated under the Previous Finance Lease Agreements entered into between the Company and Lessee F1 prior to and after the Listing are required to be aggregated with the transactions contemplated under the Finance Lease Agreements III entered into between the Company and Lessee F2 for calculation of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements III, either on a standalone basis or when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.

THE GEM LISTING RULES. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements I exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules. On 27 June 2017, the Company entered into the Finance Lease Agreements I with Lessee C, pursuant to which the Company would purchase from Lessee C the Lease Back Assets I at a consideration of RMB38,000,000 (equivalent to approximately HK$43,602,983) and the Company would lease to Lessee C the Lease Back Assets I for a term of 35 months in return for lease payment.