On 14 December 2023 (after trading hours), Lingbao Gold Group Company Ltd. (the Company) and D&R Asset Management entered into the Property Lease Framework Agreement in relation to, among others, the leasing of certain properties by the Group to the D&R Asset Management Group from time to time for a period commencing from 1 January 2024 and ending on 31 December 2026. Pursuant to the Property Lease Framework Agreement, among others, the Group (as lessor) shall lease to the D&R Asset Management Group (as lessee) (i) a portion of Property I (comprising a gross floor area of not more than 100 sq.m.); and (ii) the whole of Property II together with the office equipment and system therein (collectively, the ``Property Lease Transactions''). The Company and D&R Asset Management may enter into separate lease agreements to set out specific terms and conditions in relation to the leasing of properties in accordance with the terms and conditions of the Property Lease Framework Agreement.

The term of the Property Lease Framework Agreement shall commence from 1 January 2024 and end on 31 December 2026. Subject to compliance with the requirements under the Listing Rules and all other applicable laws and regulations, the term of the Property Lease Framework Agreement can be renewed and extended for a successive period of three years upon its expiry by mutual consent of the parties thereto. Property I is an office unit located at Room 2904, 29/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong with a total gross floor area of approximately 204 sq.m. Property I is leased by the Group from an Independent Third Party pursuant to a lease agreement entered into between the Group and such Independent Third Party (the ``Head Lease Agreement of Property I'').

According to the Head Lease Agreement of Property I, the monthly rent and monthly management fee for Property I are HKD 299,835 and HKD 30,205.6, respectively, during its lease term which will expire on 30 November 2024. Property II is an office unit located at 7/F, Tower 1, One Shenzhen Bay, No. 3088 Zhongxin Road, Nanshan District, Shenzhen, the PRC with a total gross floor area of approximately 792.24 sq.m. Property II is owned by the Group.

For the leased portion of Property I: 50% of the monthly rent under the Head Lease Agreement of Property I, payable monthly in advance. For the whole of Property II: RMB 221,527.2 per month, payable monthly in advance. The D&R Asset Management Group shall be responsible for (i) 50% of the monthly management fee under the Head Lease Agreement of Property I; and (ii) 50% of the government rates actually incurred on Property I. The D&R Asset Management Group shall pay RMB 9,840.19 per month for the use of the office equipment and system in Property II.

The monthly rents are determined after arm's length negotiations between the parties with reference to the prevailing market conditions and the rental level of similar properties in the vicinity of Property I and Property II respectively. Other ancillary fees are charged based on the prevailing rates charged by the relevant government agencies or independent vendors. Historically, the Group has been leasing a portion of Property I and the whole of Property II to the D&R Asset Management Group with a view to better utilise the two properties.

The Group benefits from the Property Lease Transactions by earning rental income which are determined at prevailing market rates. Moreover, it is believed that the entering into of the Property Lease Framework Agreement can create synergy between the Group and the D&R Asset Management Group and facilitate collaborations between the two groups after D&R Asset Management acquired the controlling stake in the Company in August 2023. In light of the above, the Directors (including the independent non-executive Directors) are of the view that (i) the terms of the Property Lease Framework Agreement (including the Property Lease Annual Caps) are on normal commercial terms and fair and reasonable; and (ii) although the Property Lease Transactions are not in the ordinary and usual course of business of the Group, they are in the interests of the Company and the Shareholders as a whole.