The Henderson Investment Limited and HLD have decided to integrate their respective membership loyalty programmes, CU APP and HCOINS, and the Joint Promotion Agreement was entered into between the Company and HCIL (being a wholly-owned subsidiary of HLD) on 4 June 2024 to set out the framework terms and conditions for implementing such integration and conducting other Promotion Transactions between members of the Group and members of the HLD Group during the period from 4 June 2024 to 31 December 2026. The integration of the loyalty programmes will increase the member base for both CU APP and HCOINS, and also provide better motivation in terms of extended channels to earn points and wider choice of goods and services to be redeemed to those customers who shop and make patronage at the Group's stores. It is expected that the benefits brought about by such integration will have a positive impact on the business of the Group.

Term: From the date of the Joint Promotion Agreement to 31 December 2026, unless earlier terminated by either party giving not less than one month's written notice to the other party. In relation to the Promotion Transactions, the relevant members of the Group and the relevant members of the HLD Group shall enter into Promotion Individual Agreements, which shall be in such forms an on such terms and conditions (including but not limited to the pricing and payment terms) to be agreed between the relevant parties from time to time using reasonable endeavours. Each Promotion Transaction shall be (a) subject to the provisions of the Joint Promotion Agreement and the relevant Promotion Individual Agreement(s), and the provisions of the Joint Promotion Agreement shall prevail in case of inconsistencies; (b) on normal commercial terms or better to the relevant member of the Group; and (c) on terms no less favourable to the Group than those which the relevant members of the Group could obtain from or offer to independent third parties for similar transactions.

The proposed integration of the respective membership loyalty programmes of the Group and the HLD Group towards the end of 2024 (the "Loyalty Programmes Integration"), which allows CU APP members to convert all existing CU APP points into HCOINS points and earn HCOINS points instead of CU APP points in the future, and allows HCOINS members to redeem coupons and vouchers through CU APP, will increase the member base for both CU APP and HCOINS, and also provide better motivation in terms of extended channels to earn points and wider choice of goods and services to be redeemed to those customers who shop and make patronage at the Group's stores. It is expected that the benefits brought about by such integration will have a positive impact on the business of the Group and will also reduce the administrative burden and costs in running the Group's membership loyalty programme. In addition, the Group may enter into other joint promotion arrangements with the HLD Group in the future.

The Directors therefore consider that it is in the commercial interest of the Group to enter into the Joint Promotion Agreement to conduct such Promotion Transactions on a non-exclusive basis. The Directors (including the independent non-executive Directors) consider that the Joint Promotion Agreement and the transactions contemplated thereunder are and will be entered into in the ordinary and usual course of business of the Group and on normal commercial terms andarrived at after negotiations on an arm's length basis, and their terms will be no less favourable to the Group than those available from or to independent third parties (where applicable) and are fair and reasonable and in the interests of the Company and its shareholders as a whole.