Relationship with Our Controlling Shareholders

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

OVERVIEW

Immediately upon completion of the [REDACTED] and without taking into account any Shares which may be issued upon exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme and any options which may be granted under the Post-[REDACTED] Share Option Scheme, Toridoll HK, which is wholly owned by Toridoll Japan, will directly hold approximately [REDACTED]% of the issued share capital of our Company. Assuming there will be no change in the shareholding of Toridoll Japan from 31 March 2021 and up to the [REDACTED], Mr. Awata (in his personal capacity and via T&T and SMBC Bank), together with his spouse, Mrs. Awata (via T&T and SMBC Bank), will control approximately [48.69]% of the issued share capital of Toridoll Japan. Accordingly, each of Toridoll HK, Toridoll Japan, Mr. Awata, Mrs. Awata and T&T will be regarded as our Controlling Shareholders within the meaning of the Listing Rules upon [REDACTED].

Toridoll HK is a company incorporated in Hong Kong and is principally engaged in the business of managing and operating restaurant chains.ToridollHKisadirectwholly-owned subsidiary of Toridoll Japan, which is a company listed on the Tokyo Stock Exchange (stock code: 3397). Toridoll Japan, together with its subsidiaries, is a renowned multi-brand restaurants group which also operates the largest global udon chain ‘‘Marugame Seimen’’. T&T is an investment holding company.

As at 31 March 2021, Mr. Awata and Mrs. Awata together controlled approximately [48.69]% of the issued share capital of Toridoll Japan. Mr. Awata has over 36 years of experience in food and beverage industry. Mr. Awata is currently serving as the president and chief executive officer of Toridoll Japan and the sole director of Toridoll HK, respectively. Mr. Awata and Mrs. Awata as our Controlling Shareholders, have entrusted the management and operations of our Company to our independent, experienced and professional management team in order to allow us to operate our own business independently from our Controlling Shareholders. Therefore, each of Mr. Awata and Mrs. Awata is currently not a Director or senior management member of our Group.

DELINEATION OF BUSINESS

Our Group is principally engaged in the operation of restaurants under two self-owned brands, TamJai and SamGor specialising in mixian in Hong Kong, Mainland China and Singapore.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Our Controlling Shareholders confirmed that as at the Latest Practicable Date, apart from the interest in our Group, our Controlling Shareholders and/or their respective close associates were interested in other companies which operate lifestyle and beauty shops in Japan and restaurants chains under various brands in different countries (collectively, the ‘‘Excluded Businesses’’). The table below sets forth the details of the restaurant chains under the Excluded Businesses:

Percentage shareholding held by our Controlling Entity holding Shareholders and/ the interests Brand name of the Place(s) of or their respective directly or Type of cuisine offered restaurant chain operation close associates indirectly by the restaurant chain operated

‘‘Marugame Seimen’’ Hong Kong and 37% Toridoll HK Japanese Sanuki udon noodles Mainland China Japan and United 100% Toridoll Japan Japanese Sanuki udon noodles Kingdom Cambodia 65% Toridoll HK Japanese Sanuki udon noodles Thailand 40% Toridoll HK Japanese Sanuki udon noodles Korea and 100% Toridoll HK Japanese Sanuki udon noodles Taiwan

U.S. 83% Toridoll HK Japanese Sanuki udon noodles

‘‘Hakatanmaru’’ Hong Kong 37% Toridoll HK Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles Japan 100% Toridoll Japan Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles

‘‘Monster Curry’’ and Singapore 70% Toridoll Japan Japanese curry ‘‘Monster Planet’’

‘‘Toridoll Yakitori’’ Japan 100% Toridoll Japan Japanese ‘‘yakitori’’ (grilled chicken barbeque skewers)

‘‘Kona’s Coffee’’ Japan 100% Toridoll Japan Hawaiian-style cafe´

‘‘Lanai Cafe’’ Japan 100% Toridoll Japan Hawaiian-style cafe´

‘‘Makino’’ and Japan 100% Toridoll Japan Japanese ‘‘tempura’’ (deep fried ‘‘Ten-don Makino’’ cuisine) and ‘‘ten-don’’ (tempura rice bowl)

‘‘Nagata Honjo-ken’’ Japan 100% Toridoll Japan Japanese ‘‘yakisoba’’ (fried noodles)

‘‘Marushoya’’ Japan 100% Toridoll Japan Japanese ‘‘shoyu’’ (soy sauce broth) ramen noodles

‘‘Tonichi’’ Japan 100% Toridoll Japan Japanese ‘‘katsu-don’’ (pork cutlets over rice) and ‘‘ton-teki’’ (pork steak)

‘‘Niku no Yamaki Japan 100% Toridoll Japan Japanese beef bowl rice Shoten’’

‘‘Banpaiya’’ Japan 100% Toridoll Japan Japanese ‘‘izakaya’’ (Japanese-style pub)

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

‘‘Zundo-ya’’ Japan 100% Toridoll Japan Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles

‘‘SONOKO’’ Japan 100% Toridoll Japan Japanese style health foods

‘‘Pokeworks’’ U.S. 40% Toridoll Japan Hawaiian poke (cubed raw fish) seafood

‘‘Crackin’ Kitchen’’ U.S. 100% Toridoll Japan Hawaiian Cajun seafood cuisine

‘‘Tokyo Table’’ U.S. 100% Toridoll Japan Japanese contemporary Cuisine

‘‘Boat Noodle’’ Malaysia 49% Toridoll Japan Thai boat-style soup noodles Myanmar 40% Toridoll Japan Thai boat-style soup noodles

‘‘Shoryu’’ United Kingdom 38% Toridoll HK Japanese ‘‘tonkotsu’’ (pork bone broth) ramen noodles

Our Directors are of the view that the Excluded Businesses are not, and will not be, in direct or indirect, competition with our business and there is clear and adequate delineation of business between our Group and the Excluded Businesses for the following reasons:

. Different types of cuisines — None of the restaurants operated by our Controlling Shareholders serve similar cuisines and similar types of noodles as our Group. The restaurant chains operated by our Controlling Shareholders under the ‘‘Marugame Seimen’’, ‘‘Nagata Honjo-ken’’ brands mainly serve Japanese udon and Japanese yakisoba (fried noodles), respectively, while restaurants under the ‘‘Marushoya’’ brand provides Japanese ramen in shoyu (soy sauce broth) and restaurants under the ‘‘Hakatanmaru’’, ‘‘Zundo-ya’’ and ‘‘Shoryu’’ brands provide Japanese ramen in tonkotsu (pork bone) broth. In addition to Japanese noodles, our Controlling Shareholders also operate restaurant chains under the brands of ‘‘Boat Noodle’’ and ‘‘Wok to Walk’’ which serve Thai soup noodles and Thai fried noodles with other street food. In contrast, the types of noodles and cuisine offered by our Controlling Shareholders under the Excluded Businesses are dissimilar to the Southwestern Chinese cuisine inspired mixian offered by our Group. Furthermore, other restaurant chains under the Excluded Businesses offer a substantially different menu and do not focus on noodles in their menus. To the best knowledge of our Directors having made all reasonable enquiries, when considering the expansion of restaurant brands portfolio, the primary focus of Toridoll Japan is to diversify the types of cuisines which can differentiate among themselves in order to attract different customer groups and avoid competition among the different restaurant brands operated by it.

. Different brand images, restaurant setting and environment — Our restaurant chains under our TamJai and SamGor brands have distinctive brand images. The restaurant chain under our SamGor brand features its signature cartoon character, while the restaurant setting and environment of both TamJai and SamGor brands have adopted a distinct colour scheme with each other for its setting and environment. The culture that our two restaurant brands have built up over their years of operation in Hong Kong, such as the

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unique accent that some of our front-line employees have (also widely-known as ‘‘TamJai accent’’ by our customers) in conjunction with our convenient style, has also been well-recognised by our customers and become an essential part of the dining environment and experience that we offer. According to a survey conducted by Euromonitor concerning the attributes of Asian noodles brands, 41.5% and 40.2% of all respondents associated our two brands respectively with being easy to find and available everywhere in Hong Kong, which were the highest compared with other competing Asian noodles restaurant brands in Hong Kong. The Excluded Businesses have different branding and restaurant setting fundamentally as they build their respective brand images based on the types of cuisines they offer, such as Japanese izakaya style for ‘‘Banpaiya’’ and a Hawaiian cafe´style for ‘‘Kona’s Coffee’’ and ‘‘Lanai Cafe’’. None of the restaurant chains operated under the Excluded Businesses serve similar-style cuisine and as such, none of their branding and dining environment and experiencehasthesamefocusasours.Duetothe distinctive branding and restaurant setting and environment of our TamJai and SamGor brands, our Directors believe that our two brands can be distinguished from the other brands operated by the Excluded Businesses.

. Different management expertise and resources — The Excluded Businesses have been managed and operated by different and independent management teams since the commencement of the respective business. The skill set and expertise required for the management including the cuisines served and operation of central kitchens by our Group are different from those of the Excluded Businesses. We operate central kitchens which process soup bases, sauces, marinades and other food ingredients for our restaurants to simplify food processing procedures at the restaurant level and enhance standardisation in the taste and food quality across our restaurants. The various stages of supply chain management and logistics quality control involved for operation of our central kitchens are unique to our restaurant operation model which aims to enhance the operational stability and scalability of our business. The relevant procedures and skill sets are not required for the decentralised restaurant operation model adopted by the Excluded Businesses which involves processing and cooking of food directly at the restaurant premises. For further details about our central kitchens, please refer to the section headed ‘‘Business — Central kitchens’’ in this document. In addition, certain branches of the restaurant chains under the ‘‘Wok to Walk’’, ‘‘Marugame Seimen’’, ‘‘Boat Noodle’’ and ‘‘Pokeworks’’ brands are operated under franchises, whereas our business is currently all operated directly by our Group which enables us to be more innovative and flexible with our menu, branding and growth.

In view of the foregoing, our Directors are of the view that our business can be clearly differentiated from and is not, and will not be, in competition with the Excluded Businesses.

To safeguard our Group’s interests and ensure the clear delineation of business between our Group and our Controlling Shareholders in the future, our Controlling Shareholders [have entered into] the Deed of Non-Competition in favour of our Company to the effect that they will not, and will procure their close associates not to, directly or indirectly participate in, or hold any right or interest, or otherwise be involved in or interested in any business which may be in competition with our Group’s business, further details of which are set out in the paragraph headed ‘‘— Deed of Non-Competition’’ below.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Saved as disclosed above, as at the Latest Practicable Date, none of our Controlling Shareholders, our Directors and their respective close associates had interest in a business which competes with or is likely to compete with our business, whether directly or indirectly, or would otherwise require disclosure under Rule 8.10 of the Listing Rules.

INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS

We believe that we are capable of carrying on our business independently of our Controlling Shareholders and their respective close associates (other than our Group) after [REDACTED] for the following reasons:

Management independence

Our Board currently comprises three executive Directors, three non-executive Directors and three independent non-executive Directors. Other than our non-executive Directors, namely Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi, none of our Directors or the members of our senior management team holds any position at our Controlling Shareholders or their respective close associates. Given that Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi are all our non-executive Directors, they will not be involved in the day-to-day management or affairs and operations of our business and will only contribute from a non-executive capacity at the board level.

The following table sets out the dual-roles held by our three non-executive Directors in our Company and Toridoll Japan, respectively:

Position in our Responsibilities in Toridoll Name Company Position in Toridoll Japan Japan

Mr. Tanaka Non-executive Managing director and Overseeing, managing and Kimihiro Director general manager of the advising on the business Japan business division development of the group; and acting as a director of certain subsidiaries of Toridoll Japan

Mr. Sugiyama Non-executive Executive director Overseeing the international Takashi Director business division of the group; and acting as a director of certain subsidiaries of Toridoll Japan

Mr. Shinkuma Non-executive Head of legal and Overseeing the legal and Satoshi Director compliance compliance affairs of the group; and acting as a director of certain subsidiaries of Toridoll Japan

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

In the event that Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi are required to absent themselves from any board meeting on any matter which may give rise to a potential conflict of interest with our Controlling Shareholders and the Excluded Businesses, our remaining Directors will have sufficient expertise and experience to fully consider any such matter. Notwithstanding the executive role of Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi in Toridoll Japan and the Excluded Businesses, our Directors are of the view that our Board is able to manage our business independently from the Excluded Businesses for the following reasons:

(a) the Excluded Businesses do not compete with our core business, and there are adequate corporate governance measures in place to manage the existing and potential conflicts of interest. Therefore, the dual roles assumed by each of Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi in most cases will not affect the requisite degree of impartiality of Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi as our non-executive Directors in discharging their fiduciary duties owed to our Company;

(b) Mr. Tanaka Kimihiro, Mr. Sugiyama Takashi and Mr. Shinkuma Satoshi, each being our non-executive Director, will not be involved in the day-to-day management of our Group and will only contribute from a non-executive capacity at the board level;

(c) we have three independent non-executive Directors, representing one third of our Board, in compliance with the Listing Rules. The independent non-executive Directors will represent an element of independence at the board level and will among other matters, review and monitor the connected transactions as may be entered into between our Group and our Controlling Shareholders or their respective associates from time to time to protect the interests of our Company and the Shareholders as a whole;

(d) intheeventofapotentialconflictofinterestarisingoutofanytransactiontobeentered into between our Group and any of the Directors or their respective associates, the interested Director(s) shall abstain from voting at the relevant Board meetings in respect of such transactions and shall not be counted in the quorum and the other Directors will vote and decide on the matter. We believe all of our Directors, including our independent non-executive Directors, have the requisite qualifications, integrity and experience to maintain an effective board and observe their fiduciary duties in the event of a conflict of interest. Please refer to the section headed ‘‘Directors and senior management — Board of Directors’’ in this document for a summary of the relevant experience and qualifications of our Directors; and

(e) save as disclosed herein, our daily operations will be managed and overseen by our senior management team, comprising all three executive Directors, namely, Mr. Lau Tat Man, Ms. Chan Ping, Rita and Mr. Lee Yuk Hang, none of whom holds any position in Toridoll Japan, Toridoll HK, T&T, their respective close associates (except for their roles in our Group) and under the Excluded Businesses.

Each of our Directors is aware of his/her fiduciary duties as a Director, which require, among other things, that he/she acts for the benefit and in the best interests of our Company and does not allow any conflict between his/her duties as a Director and his/her personal interests. In the event that there is an actual or potential conflict of interest arising out of any transaction to be entered

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS into between our Group and any of our Directors or their respective associates, the interested Director(s) shall abstain from voting at the relevant board meetings of our Company in respect of such transactions and shall not be counted in the quorum.

Based on the above, our Directors are of the view that our Group is capable of managing our business independently from our Controlling Shareholders and their respective close associates following the completion of the [REDACTED].

Operational independence

Although our Controlling Shareholders will retain a controlling interest in our Company after the [REDACTED], we have full rights to make all decisions on, and to carry out, our own business operations independently of our Controlling Shareholders and their respective close associates.

Intellectual property rights and licences required for operation

We are not reliant on trademarks owned by our Controlling Shareholders or their respective close associates, and we hold and enjoy the benefit of all relevant licences and qualifications necessary to carry on our current business.

Access to customers and suppliers

We have independent access to our suppliers and customers. We are a restaurant chain group with operations in Hong Kong, Singapore and Mainland China. As such, we do not place undue reliance on any customers of our Group, nor do we place undue reliance on our Controlling Shareholders to solicit customers. We conduct our own sales and marketing primarily through our own sales and marketing team.

Operational facilities

All of the properties and facilities necessary for our business operations are independent from our Controlling Shareholders and their respective close associates. We have an independent management team to handle our day-to-day operations.

Employees

As at the Latest Practicable Date, all of our full-time employees were primarily recruited from the open market through recruitment advertisements, recruitment agencies, online platforms and referrals.

Connected transaction with our Controlling Shareholders

Upon [REDACTED], Toridoll HK will continue to provide certain business consulting services to us. Our Directors are of the view that the business consulting services provided to our Group are carried out on an arm’s length basis and normal commercial terms pursuant to the business consulting service agreement dated 1 April 2021. Please refer to the section headed ‘‘Connected Transactions — Business Consulting Services’’ in this document for further details. While Toridoll HK will continue to provide such business consulting services to our Group, such services only serve to assist our management in making business decisions in respect of our Group and the final decision-making power in relation to the business of our Group remains vested with our Board. Accordingly, such continuing connected transaction is not expected to affect our operational independence as a whole.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Upon [REDACTED], Toridoll Japan will provide certain operations support services to us. Our Directors are of the view that the operations support services provided to our Group are carried out on an arm’s length basis and normal commercial terms pursuant to the operations support service agreement dated [‧] 2021. Please refer to the section headed ‘‘Connected Transactions — Operations Support Services’’ in this document for further details. While Toridoll Japan will provide such support services to our Group, such services only serve to assist us in making our market entry and our restaurant opening in Japan and we do not rely on Toridoll Japan in our business operations. Accordingly, such continuing connected transaction is not expected to affect our operational independence as a whole.

Save for the continuing connected transactions between Toridoll HK and our Group as mentioned above and in the paragraph headed ‘‘Independence from our Controlling Shareholders — Management independence’’ above, our Directors do no expect that there will be any other continuing connected transaction between our Controlling Shareholders or their associates and our Group immediately after [REDACTED].

Based on the above, our Directors are of the view that our Group has been operating independently from our Controlling Shareholders and their respective close associates during the Track Record Period and will continue to operate independently.

Financial independence

We have established our own finance department with a team of financial staff which is responsible for financial control, accounting, reporting, group credit and internal control of our Group, which is independent from our Controlling Shareholders.

All loans, advances and balances due to our Controlling Shareholders and their respective close associates which were not arising out of the ordinary course of business will be fully repaid, settled, assigned or novated to our Group before the [REDACTED].

Accordingly, our Directors are of the view that our Group is capable of maintaining financial independence from our Controlling Shareholders and their respective close associates.

DEED OF NON-COMPETITION

Each of our Controlling Shareholders [has entered into] the Deed of Non-Competition in favour of our Company, pursuant to which each of our Controlling Shareholders has irrevocably and unconditionally undertaken to our Company that he/she/it will not, and will procure his/her/its close associates not to directly or indirectly be involved in, conduct or undertake any business that directly or indirectly competes, or may compete, with the business engaged by our Group from time to time (the ‘‘Restricted Businesses’’), or hold shares or interest in any company or business (other than the shares or interest in our Group) that competes or may compete directly or indirectly with the Restricted Businesses, except where our Controlling Shareholders and their respective close associates hold less than 10% of the total interest in any company which is engaged in any business that is or may be in competition with any business engaged by any member of our Group and they do not control the composition of a majority of the board of such company. For the avoidance of doubt, the above undertakings do not apply to the business of any of our Controlling Shareholders and his/her/its close associates that (i) had already been disclosed in this section; (ii) is different from or dissimilar or does not compete with the Restricted Business; or (iii) was a Restricted Business but later no longer a Restricted Business.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Further, each of our Controlling Shareholders [has undertaken] that if any new business investment/other business opportunity relating to the Restricted Businesses (the ‘‘Competing Business Opportunity’’) is identified by/made available to him/her/it or any of his/her/its close associates, he/it shall, and shall procure that his/her/its close associates shall, refer such Competing Business Opportunity to our Company on a timely basis by giving written notice (the ‘‘Offer Notice’’) within 30 business days of identifying the target company (if relevant), the nature of the Competing Business Opportunity, the investment or acquisition costs and all other details reasonably necessary for our Company to consider whether to pursue such Competing Business Opportunity.

Upon receiving the Offer Notice, our Company shall seek approval from a board committee who do not have an interest in the Competing Business Opportunity (the ‘‘Independent Board’’) as to whether to pursue or decline the Competing Business Opportunity (any Director who has actual or potential interest in the Competing Business Opportunity shall abstain from attending (unless their attendance is specifically requested by the Independent Board) and voting at, and shall not be counted in the quorum for, any meeting convened to consider such Competing Business Opportunity). The Independent Board shall consider the financial impact of pursuing the Competing Business Opportunity offered, whether the nature of the Competing Business Opportunity is consistent with our Group’s strategies and development plans and the general market conditions of our business. If appropriate, the Independent Board may appoint independent financial advisors and legal advisers to assist in the decision-making process in relation to such Competing Business Opportunity. The Independent Board shall, within 30 business days of receipt of the written notice referred above, inform our Controlling Shareholders in writing on behalf of our Company its decision whether to pursue or decline the Competing Business Opportunity.

The relevant Controlling Shareholder shall be entitled but not obliged to pursue such Competing Business Opportunity if he/she/it has received a notice from the Independent Board declining such Competing Business Opportunity or if the Independent Board failed to respond within such 30 business days’ period mentioned above. If there is any material change in the nature, terms or conditions of such Competing Business Opportunity pursued by the relevant Controlling Shareholder, he/she/it shall refer such revised Competing Business Opportunity to our Company as if it were a new Competing Business Opportunity.

The Deed of Non-Competition will lapse automatically if our Controlling Shareholders and their respective close associates cease to hold, whether directly or indirectly, 50% or above of our Shares with voting rights or our Shares cease to be listed on the Stock Exchange.

Each of our Controlling Shareholders [has further undertaken] to us that he/she/it will provide and procure his/her/its close associates to provide on best endeavour basis, all information necessary for the annual review by our independent non-executive Directors for the enforcement of the Deed of Non-Competition. They will make an annual declaration in our annual report on the compliance with the Deed of Non-Competition in accordance with the principle of voluntary disclosure in the corporate governance report.

In order to promote good corporate governance practices and to improve transparency, the Deed of Non-Competition includes the following provisions:

. our independent non-executive Directors shall review, at least on an annual basis, the compliance with the Deed of Non-Competition by our Controlling Shareholders;

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

. we will disclose the decisions on matters reviewed by the independent non-executive Directors (including the reasons for not taking up the Competing Business Opportunity referred to our Company) and the review by our independent non-executive Directors on the compliance with, and the enforcement of, the Deed of Non-Competition in our annual report or by way of announcement to the public in compliance with the requirements of the Listing Rules; and

. in the event that any of our Directors and/or their respective close associates has material interests in any matter to be deliberated by our Board in relation to the compliance and enforcement of Deed of Non-Competition, he/she may not vote on the resolutions of our Board approving the matter and shall not be counted towards the quorum for the voting pursuant to the applicable provisions in the Articles of Association.

CORPORATE GOVERNANCE MEASURES

Each of our Controlling Shareholders and his/her/its respective close associates may not compete with us as provided in the Deed of Non-Competition. Each of our Controlling Shareholders has confirmed that he/she/it fully comprehends its obligations to act in our Shareholders’ best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage potential conflicts of interest between our Group on one hand and our Controlling Shareholders and/or our Directors on the other after [REDACTED]. In order to further avoid potential conflicts of interest, we have implemented the following measures:

(a) as part of our preparation for the [REDACTED], we have amended our Articles of Association to comply with the Listing Rules. In particular, our Articles of Association provided that, unless otherwise provided, a Director shall not vote on any resolution approving any contract or transaction or arrangement or any other proposal in which such Director or any of his or her close associates have a material interest nor shall such Director be counted in the quorum present at the meeting;

(b) a Director with material interests shall make full disclosure in respect of matters that conflict or potentially conflict with our interest and absent himself from the board meetings on matters in which such Director his associates have a material interest, unless the attendance or participation of such Director at such meeting of the Board is specifically requested by a majority of the independent non-executive Directors;

(c) we are committed that our Board should include a balanced composition of executive Directors and independent non-executive Directors. We have appointed three independent non-executive Directors and we believe our independent non-executive Directors possess sufficient experience and they are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgement and will be able to provide an impartial, external opinion to protect the interests of our public Shareholders. Details of our independent non-executive Directors are set out in the section headed ‘‘Directors and senior management — Board of Directors — Independent non-executive Directors’’ in this document;

(d) we [will appoint] China Tonghai Capital Limited as our compliance adviser, which will provide advice and guidance to us in respect of compliance with the applicable laws and the Listing Rules including various requirements relating to directors’ duties and corporate governance;

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(e) as required by the Listing Rules, our independent non-executive Directors shall review any connected transactions annually and confirm in our annual report that such transactions have been entered into in our ordinary and usual course of business, are either on normal commercial terms or on terms no less favourable to us than those available to or from Independent Third Parties and on terms that are fair and reasonable and in the interests of our Shareholders as a whole; and

(f) on an annual basis, our independent non-executive Directors will review the non-compete undertakings provided by our Controlling Shareholders and their compliance with such undertakings.

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