09:58 PICO FAR EAST<00752> - Announcement (5) Listing Rules. Hence the Transactions will constitute continuing connected transactions for the Company under the Listing Rules. Based on the highest Cap, the results of the Percentage Ratios exceed 0.1% but less than 2.5%, the Transactions are subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules. Notwithstanding that the Transactions do not require approval of the Independent Shareholders pursuant to Rule 14A.34 of the Listing Rules, the Company is adopting a higher standard of corporate governance than that required by the Listing Rules and Chongqing Nanping will only enter into the Management Agreement if the Independent Shareholders approve the Management Agreement. The Company will despatch to its Shareholders a circular containing details of the Management Agreement and a letter of advice from the IFA regarding the duration of the Management Agreement together with a notice convening the EGM. The Transactions will also be subject to the annual review requirement under Rules 14A.37 to 14A.40 of the Listing Rules, and the reporting requirements under Rules 14A.45 and 14A.46 of the Listing Rules under which details of the Transactions are required to be included in the Company's next and subsequent published annual reports and accounts. If the aggregate annual amounts payable to CCCIC under the Management Agreement exceed the Caps or when the Management Agreement is renewed or there is a material change to the terms of the Management Agreement, the Company will have to comply with the then Listing Rules requirements pursuant to Rule 14A.36 of the Listing Rules. The IFA has been appointed pursuant to Rule 14A.35(1) of the Listing Rules as the duration of the Management Agreement is longer than 3 years. REASONS FOR THE MANAGEMENT AGREEMENT The Group is principally engaged in the exhibition and event marketing services with sales and production offices located in Asia (including, inter alia, the PRC), Australia, the Middle East, Europe and the United States. The Company believes that it is the leading exhibition and event marketing service provider in Asia (including, inter alia, the PRC). The Group also provides event marketing services such as exhibitions and events marketing, museum and permanent exhibits, sign advertising, conferences and show organization, and hall management to corporations and government organizations. The Group has been providing management services to exhibition and convention centres in Vietnam and Sri Lanka. The Management Agreement will provide the Company with a good opportunity to expand the Group's exhibition and convention hall management business into the PRC market which the Directors consider to be one of the major fast growing markets in the world and thus help enhance the income stream of the Group. The terms of the Management Agreement were negotiated on an arm's length basis between Chongqing Nanping and CCCIC on normal commercial terms. The Directors believe that the Management Agreement represents an attractive business opportunity for the Group. The Directors (including the independent non-executive Directors) are also of the opinion that the Management Agreement is in the ordinary and usual course of business of the Group and the terms of the Management Agreement are fair and reasonable so far as the Company and the Shareholders are concerned and in the best interests of the Company and its Shareholders as a whole. OPINION OF THE IFA The IFA noted that the Group has been providing management services to exhibition and convention centres in Vietnam and Sri Lanka. The Management Agreement will provide the Company with a good opportunity to expand the Group's exhibition and convention hall management business into the PRC market which the Directors consider to be one of the major fast growing markets in the world. The terms of the Management Agreement were negotiated on an arm's length basis between Chongqing Nanping and CCCIC on normal commercial terms. The IFA also noted that the Directors (including the independent non-executive Directors) are of the opinion that the Management Agreement is in the ordinary and usual course of business of the Group and the terms of the Management Agreement are fair and reasonable so far as the Company and the Shareholders are concerned and in the best interests of the Company and its Shareholders as a whole. In the course of carrying out its work in formulating its opinion in respect of the Management Agreement, the IFA has thoroughly reviewed the terms of the Management Agreement and has had detailed discussions with the management of the Company to obtain an in-depth understanding of the nature and business models of the exhibition hall management business and, in particular, the particular commercial reasons for the