Hkex Loan Agreement

On October 23, 2017, some of the Company`s subsidiaries received an arbitration notice from the Hong Kong International Arbitration Centre regarding the filing of arbitration applications by certain joint venture group partners (the “applicants”) regarding the sale price of the put options, pursuant to certain agreements between the group and the applicants. Arbitration proceedings are under way at the last date and the results of the arbitration are not yet available. In accordance with a loan agreement concluded on November 29, the outstanding loan will be repaid to The Chargor, if applicable. As a result, the effective interest rate on loans guaranteed by the group was between 4.35% and 15.00% per annum. The 8% shares per year under the loan agreement fell in the aforementioned area. That is why we believe that the interest rates of 8% per year under the loan agreement are fair and reasonable. In providing our opinion to the Independent Committee and independent shareholders, we relied on the statements, information, opinions and presentations contained in the circular, as well as the information and presentations provided by the directors. We assumed that all information and presentations provided by the directors, for which they are alone and fully responsible, are true and accurate at the time of their presentation and continue to do so at the time of the last practical date. We also assumed that all of the directors` statements of faith, opinion, intent and intent were reasonably formulated in the circular, after careful consideration and scrutiny. We have no reason to believe that essential facts or information have been withheld, neither the veracity, accuracy and completeness of the information and facts contained in the circular, nor the relevance of the opinions of the companies, their advisors and/or directors provided to us.

Our opinion is based on the representation and confirmation of the directors that there is no undisclosed private agreement/agreement or tacit agreement with anyone regarding transactions. We believe that we have taken sufficient and necessary steps to provide a reasonable basis and an informed opinion for our opinion, in accordance with section 13.80 of the rating rules.