International Mining : Announcements and Notices – (1) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO PROVISION OF BUSINESS JET MANAGEMENT SERVICES; AND (2) UPDATE ON USE OF PROCEEDS

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(Incorporated in the Cayman Islands with limited liability)

On 14 September 2017 (after trading hours), HBA, an indirect non wholly-owned subsidiary of the Company and BAA, a shareholder of 49% of the equity interest of HBA, entered into the Services Framework Agreement in relation to the provision of the Business Jet Management Services by BAA to HBA, for a period commencing from 15 September 2017 and ending on 31 December 2019.

Since none of the Directors has any material interest in the Services Framework Agreement and continuing connected transactions contemplated thereunder, none of the Directors has abstained from voting on the board resolution approving the Services Framework Agreement and the continuing connected transactions contemplated thereunder.

As at the date of this announcement, HBA is an indirect non wholly-owned subsidiary of the Company. BAA is a shareholder of HBA holding 49% of the total number of issued shares of HBA, and as such, BAA is a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing Rules. Therefore, the Business Jet Management Services contemplated under the Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. For each of the financial years ending 31 December 2017, 2018 and 2019, it is expected that the amount of service fees which may be charged by BAA for the provision of Business Jet Management Services to HBA shall not exceed US$3.1 million, US$11.2 million and US$11.8 million (which is equivalent to approximately HK$24.0 million, HK$87.6 million and HK$91.9 million) respectively pursuant to the Services Framework Agreement.

As (i) BAA is a connected person of the Company at the subsidiary level; (ii) the Board has approved the continuing connected transactions and (iii) the independent non-executive Directors have confirmed that the terms of the continuing connected transactions, being in the Group's ordinary and usual course of business, are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole, according to Rule 14A.101 of the Listing Rules, the continuing connected transactions contemplated under each of the Services Framework Agreement are subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice and shareholders' approval requirements.

Having considered the performance and requirements of the Group's one-stop interior design solution business and with a view to better deploy the resources of the Group, the Board decided to re-assess the funding requirements for (i) HK$45 million which was originally planned to be used for financing the potential acquisition of companies and or/business which are primary engaged in DFD works that complement our existing business so as to expand our contracting capabilities,

(ii) HK$20 million which was originally planned to be used for financing the establishment of new regional offices in the PRC and (iii) HK$4.9 million which was originally planned to be used for recruiting high caliber talents in management, design, decoration, finance, sales and marketing and enhance internal training to support the future growth. Meanwhile, the Board decided to assess the funding requirement of newly explored business opportunities in aviation and traveling and financing services which is expected to broaden the Group's source of income and enhance its business development.

Reference is made to the announcements of the Company dated 12 July 2017 and 6 September 2017 respectively in relation to, among others, the voluntary announcements of the two aircraft management agreements signed between HBA, an indirect non wholly-owned subsidiary of the Company and a lessee, pursuant to which the lessee has agreed to engage HBA to manage two aircrafts for a prescribed term (collectively, the "Announcements").

On 14 September 2017 (after trading hours), BAA and HBA entered into the Services Framework Agreement in relation to the provision of the Business Jet Management Services by BAA to HBA, for a period from 15 September 2017 to 31 December 2019.

Further details of the Services Framework Agreement are set out below:

14 September 2017 (after trading hours)

1. BAA, as service provider

2. HBA

Under the Services Framework Agreement, BBA shall provide the following Business Jet Management Services to HBA as required, and to the satisfaction of HBA, including but not limited to and subject to the terms of the specific agreements:

1. aircraft maintenance and repairs;

2. annual aircraft examination and permit management;

3. crew management, including flight crew license management, training and health checks;

4. ground agency services arrangement;

5. flight route design and applications;

6. obtaining all permits required for aircraft landings and flight route;

7. arranging transportation and accommodation for crew members and engineers; and

8. any other aircrafts related services agreed by both parties and necessary services required in emergency.

Service Fees payable for the Business Jet Management Services shall be determined by the parties through arm's length negotiations with reference to the then prevailing market rate of similar services in the market, and shall be fair and reasonable and no less favourable to HBA than those offered by independent third parties.

For each of the financial years ending 31 December 2017, 2018 and 2019, it is expected that the amount of Service Fees which may be charged by BAA for the provision of Business Jet Management Services to HBA under the Services Framework Agreement shall not exceed US$3.1 million, US$11.2 million and US$11.8 million (which is equivalent to approximately HK$24.0 million, HK$87.6 million and HK$91.9 million) respectively.

The proposed Annual Caps are set out as follows:

HK$ million HK$ million HK$ million

Proposed Annual Caps 24.0 87.6 91.9

Note: For the period from 15 September 2017 to 31 December 2017.

In determining the Annual Caps, the Company has taken into consideration the Service Fees in view of the age, use and model of each of the Business Jet, the number of aircraft management agreements entered, the services to be subcontracted to BAA and the inflation rate.

Should the fees payable by HBA exceed the above Annual Caps for the Services Framework Agreement in any year during the term of the Services Framework Agreement, the Company will revise the Annual Caps in compliance with the relevant provisions under Chapter 14A of the Listing Rules.

The Company is incorporated in the Cayman Islands and is an investment holding company. The Group is principally engaged in one-stop integrated interior design solutions including design, fit out and decoration, overall project management, business jet management and service of aircraft sales.

As disclosed in the announcement of the Company dated 12 July 2017, through subscription of shares in HBA, the Group invited BAA as a substantial shareholder of HBA in order to leverage on its reputation, expertise and extensive experience in the business jet management. After entering into the Aircraft Management Agreements by HBA on 12 July 2017 and 31 August 2017, HBA decided to subcontract part of such aircraft management service to BAA by entering into the Services Framework Agreement to rely on the expertise in aircraft management of BAA and thus improve the efficiency and costs effectiveness of the provision of such services of the Group.