On the date of this announcement, HKBN Ltd. entered into the Distribution Framework Agreement with Venustech for a term from the date of the agreement until 31 December 2028 (both days inclusive) in relation to the supply by Venustech (and/or its affiliates), and the purchase and distribution in Hong Kong and Macao by the Group, of network security products and solutions services. Accordingly, Venustech, which is accounted for as a subsidiary of China Mobile Communications, is a connected person of the Company under Chapter 14A of the Listing Rules, and the transactions contemplated under the Distribution Framework Agreement constitute continuing connected transactions of the Company. As the highest applicable percentage ratio in respect of the annual caps in relation to the supply by the supply by Venustech, and the purchase and distribution inHong Kong and Macao by the group, of network security products and solution services, the principal terms of which are set out below: Date: 16 January 2026, Parties: (1) Company, as distributor, (2) Venustech, as supplier, subject to the terms of the Distribution Framework Agreement, granting to the Group exclusive distribution rights in Hong Kong and Macao for Venustech's Venus Firewall products (Zhuan Xian Wei Shi Xi Lie Chan Pin) for the first year commencing from the date of the Distribution Framework Agreement., Term: From the date of the agreement until31 December 2028 (both daysclusive).
The parties agree that the pricing and terms of the transactions under the Distribution Framework Agreement shall be based on the principles of fair dealing and normal commercial terms (or on terms no less favourable than those offered by independent third parties to the Group)., The price of the products supplied by Venustech (and/or its affiliates) to the Group under the Distribution Framework Agreement, shall be equal to or lower than the official list price of such product. Accordingly, Venustech Inc., which is accounted for as a subsidiaries of China Mobile Communications, is an connected person of the Company under chapter 14A of the Listing rules, and the transactions contemplated under The Distribution Framework Agreement constitute continuing connected transaction of the Company. As the higher applicable percentage ratio in respect of The annual caps in relation to the Distribution Framework Agreement is not less than 0.1% but all applicable ratios are less than 5%, the transactions contemplated under the Distribution framework Agreement are only subject to the reporting, annual review and announcement requirements under Chapter 14A of the listing Rules, and are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of The Listing Rules.
"Board Meeting" the meeting of the Board held on 7 January 2026 for approving, among other things, the Distribution Framework Agreement (including the annual caps in relation thereto);; "China Mobile Communications Group Co. Ltd., a state-owned enterprise established under the laws of the PRC and the ultimate controlling shareholder of the Company; "China Mobile Communications Group", China Mobile Communications and its subsidiaries (including Venustech);, "CMHK", China Mobile Hong Kong Company Limited, a company incorporated in Hong Kong and an indirect subsidiary of China Mobile Communications, which (together with parties acting in concert with it) is interested in approximately 74.84% of the total issued shares of the Company; "Company", HKBN Ltd. (Xiang Gang Kuan Pin You Xian Gong Si), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1310); "connected person(s)", has the meaning ascribed to it under the Listing Rules; "Directors", the directors of the Company; "Distribution Framework Agreement", the framework agreement entered into the Distribution Framework Agreement", the framework agreement enter into the Distribution Framework Agreement with the Company.
