Common use of THE LISTING RULES Clause in Contracts

THE LISTING RULES. As at the date of this announcement, ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, being a connected person of the Company, holds 60% equity interest in Haichang Group Co. Since the Target Company is a wholly-owned subsidiary of Haichang Group Co, it is regarded as an associate of ▇▇. ▇▇ and thus a connected person of the Company. Accordingly, the transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. In accordance with the Listing Rules, as one or more of the applicable percentage ratios (other than profits ratio) in respect of the transaction contemplated under the Equity Transfer Agreement are more than 0.1% but all are less than 5%, the transaction contemplated under the Equity Transfer Agreement is subject to the reporting and announcement requirements but exempt from the circular and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As ▇▇. ▇▇, a non-executive Director and a controlling shareholder of the Company, has material interests in the transaction contemplated under the Equity Transfer Agreement, he has abstained from voting in the Board meeting for the resolutions approving the Equity Transfer Agreement and the transaction contemplated thereunder. Furthermore, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, an executive Director of the Company, has also abstained from voting for the aforesaid Board resolutions as he is a non-executive director of Haichang Group Co. Save as disclosed above, no other Director has a material interest in the transaction and is required to abstain from voting for the aforesaid resolutions.