China Infrastructure & Logistics : CONTINUING CONNECTED TRANSACTION - PROVISION OF CONSTRUCTION SERVICES

Date:

17 October 2019

Parties:

(a)

Hubei Dabeishan; and

(b)

Zhongji Tongshang Construction.

Scope of service:

To undertake, among other things, the construction of residential

structures number 7 to 15 and commercial structures C1, C3 and

C5 and a performance stage B13 (except for works specifically

listed out in the Luotian Construction Contract to be subcontracted

to third parties by Hubei Dabeishan) and be responsible for the

overall project planning and management, and the engagement and

management of subcontractors and other personnel in connection

with the Luotian Project

Project location:

Northwest of Bayuanhe Bridge, Provincial Highway S309, Shengli

Town, Luotian County, Huanggang City, Hubei Province, the PRC*

（中國湖北省黃岡市羅田縣勝利鎮S309 省道巴源河大橋西北）

Base unit price:

RMB1,160 per m2 for residential structures; RMB1,300 per m2 for

commercial structures; and RMB5,000 per m2 for the performance

stage

Contract sum:

RMB50,327,100 (equivalent to approximately HK$55,359,810)

Term:

Two years from the commencement date of construction

Payment term:

The Luotian Contract Sum shall be payable in stages, and the

amount of each payment shall be calculated based on a designated

percentage of the actual progress of work to be completed by

Zhongji Tongshang Construction under each category of works.

The construction work to be completed and delivered by Zhongji

Tongshang Construction shall be certified by an independent

surveyor appointed by Hubei Dabeishan. After the certification

and completion of the construction work, Zhongji Tongshang

Construction shall submit the completion audit information to Hubei

Dabeishan for confirmation. Upon confirmation by Hubei Dabeishan,

Zhongji Tongshang Construction and Hubei Dabeishan shall execute

a completion settlement agreement and 97% of the Luotian Contract

Sum shall be payable to Zhongji Tongshang Construction within one

month upon execution of the completion settlement agreement.

The remaining 3% of the Luotian Contract Sum would be retained

by Hubei Dabeishan as quality guarantee fund, of which 2% would

be released to Zhongji Tongshang Construction upon two years after

acceptance of the construction work delivered by Zhongji Tongshang

Construction, and the remaining 1% three years thereafter, subject to

Zhongji Tongshang Construction fulfilling its responsibility.

Date:

17 October 2019

Parties:

(a)

Zall (Xiaogan); and

(b)

Zhongji Tongshang Construction.

Scope of service:

To undertake, among other things, the major and secondary

structural construction, earthworks, drainage installation works

and other ancillary works for residential and commercial structures

(both 3-storey or below) (except for works specifically listed out

in the Xiaogan Construction Contract to be subcontracted to third

parties by Zall (Xiaogan)) and be responsible for the overall project

planning and management, and the engagement and management of

subcontractors and other personnel in connection with the Xiaogan

Project.

Project location:

Yangdian Town, Xiaogan City, Hubei Province, the PRC*（中國湖北

省孝感市楊店鎮）

commercial structures and 31,572m2 for residential structures)

Base unit price:

RMB1,700 per m2

Contract sum:

RMB189,672,400 (equivalent to approximately HK$208,639,640)

Term:

Two years from the commencement date of construction

Payment term:

The Xiaogan Construction Contract classifies construction works

undertaken by Zhongji Tongshang Construction into four categories,

namely (i) pile foundation, excavation retaining and precipitation

construction; (ii) basement construction; (iii) non-basement

construction; and (iv) steel structure construction. The Xiaogan

Contract Sum shall be payable in stages, and the amount of each

payment shall be calculated based on a designated percentage of

the actual progress of work to be completed by Zhongji Tongshang

Construction under each category of works.

The construction work to be completed and delivered by Zhongji

Tongshang Construction shall be certified by an independent

surveyor appointed by Zall (Xiaogan). After the certification

and completion of the construction work, Zhongji Tongshang

Construction shall submit the completion audit information to Zall

(Xiaogan) for confirmation. Upon confirmation by Zall (Xiaogan),

Zhongji Tongshang Construction and Zall (Xiaogan) shall execute a

completion settlement agreement and 97% of the Xiaogan Contract

Sum shall be payable to Zhongji Tongshang Construction within one

month upon execution of the completion settlement agreement.

For the financial year

For the financial year

For the financial year

ending 31 December 2019

ending 31 December 2020

ending 31 December 2021

RMB41,200,000

RMB103,000,000

RMB103,000,000

(equivalent to approximately

(equivalent to approximately

(equivalent to approximately

HK$45,320,000)

HK$113,300,000)

HK$113,300,000)

"Hubei Construction

the applicable price lists issued by the Department of Housing and Urban-

Price Lists"

Rural Development of Hubei Province, the PRC*（湖北省住房和城鄉建設

廳）which provide for the estimated expected quantities of materials to be

used in a construction project and prescribe the basis for determining the

base unit price that may be charged in respect of construction works to be

conducted in Hubei Province, the PRC and were published on the relevant

governmental websites and updated from time to time

"Hubei Dabeishan"

Hubei Dabeishan Cultural Tourism Development Company Limited*（湖北

大別山文化旅遊開發有限公司）, a limited liability company established in

the PRC and is indirectly wholly-owned by Mr. Yan and his associate

"Hubei Price

the applicable price adjustment policies issued by the Department of

Adjustment Policies"

Housing and Urban-Rural Development of Hubei Province, the PRC*

（湖北省住房和城鄉建設廳）and/or the relevant municipal departments

regulated by it which provide for the circumstances and mechanisms for

adjustment of the base unit price of the construction works conducted in

Hubei Province, the PRC

"Independent Board

a committee of the Board (comprising all the independent non-executive

Committee"

Directors) established for the purpose of advising the Independent

Shareholders in respect of the Construction Contracts and the annual caps

for the Construction Contracts

"Independent Financial

the independent financial adviser to the Independent Board Committee and

Adviser"

the Independent Shareholders in respect of the Construction Contracts and

the annual caps for the Construction Contracts

"Independent

Shareholders who are not interested in the Construction Contracts and are

Shareholders"

not required under the Listing Rules to abstain from voting at the EGM to

approve the same and the transactions contemplated thereunder

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Luotian Construction

the construction contract dated 17 October 2019 entered into between

Contract"

Zhongji Tongshang Construction and Hubei Dabeishan with regard to the

appointment of Zhongji Tongshang Construction as the main contractor

for the provision of construction services for the Luotian Project

"%"

per cent.