As Guangzhou Guangdian, a company which is owned as to 76% by the Company, will continue to receive financial advisory and consultation services from Gemdale Corporation, the controlling shareholder of the Company, the 2023 Framework Agreement was entered into between Guangzhou Guangdian and Gemdale Corporation on 7 December 2022. The principal terms of the 2023 Framework Agreement are set out below: Parties: (a) Gemdale Corporation (as trustee); and (b) Guangzhou Guangdian (as principal). Duration: Three years from 1 January 2023.

Scope of services: The trustee agreed to provide financial advisory and consultancy services to the principal and/or its subsidiaries, joint ventures and associated companies for their property projects' funding activities, which includes projects due diligence, financial arrangements, consultation with potential financial providers and related coordinations. In relation to any property project of the principal and/or its subsidiaries, joint ventures and associated companies which requires the services under the 2023 Framework Agreement, the principal and/or its subsidiaries, joint ventures and associated companies will enter into a separate subsidiary agreement with the trustee respectively setting out the specific scope of services required and the rate of the consultancy fee should be in conformity with the principles set out in the 2023 Framework Agreement. All transactions contemplated under the 2023 Framework Agreement shall be conducted on normal commercial terms and negotiated on arm's length basis.

The principal and/or its subsidiaries, joint ventures and associated companies will pay their respective annual rate of the consultancy fee to the trustee at a maximum rate of 1% per annum over the facility amount obtained. The consultancy fee was determined between the parties made after arm's length negotiations with reference to the prevailing market conditions and the comparable third-party fees charged by other financial advisers providing similar transactions. Payment of such fee is expected to be satisfied by internal resources of the principal.

The quarterly consultancy fee shall be paid by the principal to the trustee on or before the 21st day of the last month of each quarter; and the final consultancy fee shall be fully settled on the date of expiry of the 2023 Framework Agreement.