Tian Shan Development (Holding) Limited and The CIS FUND OFC entered into a legally binding term sheet (the "Term Sheet") in relation to a Loan to be provided by the Investor in accordance with the terms thereof (the "Loan"). The principal terms of the Term Sheet are set out as follows: Principal amount: The principal amount of the Loan shall be HKD 10,000,000 and such additional sums as may be agreed in writing between the Company and the Investor. Purpose of the Loan: The Loan shall be utilised for the sole purpose of settling the professional fees and expenses incurred or to be incurred by the Company and the Investor in connection with the intended restructuring of the Company, which is expected to involve possible subscription of new shares of the Company (the "Possible Subscription") and scheme of arrangement with the creditors of the Company.

Drawdown of the Loan: The Loan shall be drawn in installments by way of the Investor's direct settlement of the Professional Fees payable by the Company in accordance with the terms and conditions of the Term Sheet. The Loan Facility The definitive agreement of the Term Sheet is expected to be entered into by the Company and the Investor on or before 31 August 2023 or such later date as the parties may agree in writing. Interest of the Loan: The Loan shall be repaid together with interest thereon at the rate of 15% per annum accruing daily on the basis of 365 days of a year.

Repayment of the Loan: Save for the events of (a) no completion of the Possible Subscription taking place within six months of the date of the Loan Facility Agreement; or (b) the Term Sheet or the Loan Facility Agreement (as the case may be) is terminated; or (c) the Loan is declared matured and repayable by the Investor with a written notice, in which events the Loan and the interest accrued thereon shall be repayable forthwith by the Company, the outstanding amount of the Loan and interest thereon shall be set-off against part of the consideration for the Possible Subscription on a dollar-for-dollar basis. Right of first refusal The Company agreed to confer on the Investor a right of first refusal in relation to the Intended Restructuring, under which the Investor has the priority to invest in the Intended Restructuring over other investors in a period commencing from the date of the Loan Facility Agreement to the maturity of the Loan, provided that the terms of restructuring offered by the Investor are substantially the same as those offered by other investors.