Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 14.58(1)take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the content of this announcement.

Note 5 to Rule 13.52

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

€ശોʕ਷ӛԓછٰϞࠢʮ̡

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

13.51A

CONTINUING CONNECTED TRANSACTIONS

AND

REVISION OF ANNUAL CAP AMOUNTS FOR CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS WITH HUACHEN AND REVISION OF ANNUAL CAP AMOUNTS FOR CONTINUING CONNECTED TRANSACTIONS WITH HUACHEN

On 6 December 2018, the JV Company and Huachen entered into the following agreements:

  • (1) the Huachen Premises Leasing Framework Agreement, pursuant to which the JV Group agreed to lease from the Huachen Group premises for the purpose of the JV Group's daily operation for a period of three financial years from 1 January 2018 to 31 December 2020; and

  • (2) the Huachen IT Equipment Rental Framework Agreement, pursuant to which the JV Group agreed to rent from the Huachen Group various information technology equipment for the purpose of the JV Group's daily operation for a period of three financial years from 1 January 2018 to 31 December 2020.

Reference is also made to the announcement of the Company dated 15 November 2017 in relation to, among other matters, the Huachen Comprehensive Services Framework Agreement. On 6 December 2018, the Company entered into the Supplemental Agreement with Huachen to amend the Huachen Comprehensive Services Framework Agreement by including additional services and revising the Existing Annual Caps to the Revised Annual Caps. Save for the inclusion of additional services and revision of the Existing Annual Caps to the Revised Annual Caps, all other terms and conditions under the Huachen Comprehensive Services Framework Agreement remain the same.

*

For identification purposes only

As at the date of this announcement, Huachen is interested in 2,135,074,988 Shares (representing approximately 42.32% of the entire issued share capital of the Company). Being a substantial Shareholder, Huachen is considered as a connected person of the Company under the Listing Rules. Transactions between members of the Group and members of the Huachen Group constitute connected transactions under Rule 14A.23 of the Listing Rules.

As the highest of the applicable percentage ratios (other than the profits ratio) in respect of the annual caps for the transactions with Huachen contemplated under each of the Huachen Premises Leasing Framework Agreement, when aggregated with the Huachen Previous Transaction, and the Huachen IT Equipment Rental Framework Agreement will be more than 0.1% but less than 5%, the transactions under each of the Huachen Premises Leasing Framework Agreement and the Huachen IT Equipment Rental Framework Agreement will constitute continuing connected transactions that are subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice and shareholders' approval requirements under Rule 14A.76(2) of the Listing Rules.

Due to the inclusion of additional services, by entering into of the Supplemental Agreement to the Huachen Comprehensive Services Framework Agreement, the transactional amounts for the three financial years ending 31 December 2018 to 2020 are expected to be higher than the level envisaged at the time of entering into of the Huachen Comprehensive Services Framework Agreement. As the applicable percentage ratios in respect of the Revised Annual Caps will be more than 0.1% but less than 5%, the Supplemental Agreement and the Revised Annual Caps are only subject to the reporting and announcement requirements but are exempt from the circular, independent financial advice and shareholders' approval requirements under Rule 14A.76(2) of the Listing Rules.

CONTINUING CONNECTED TRANSACTIONS WITH RENAULT

On 6 December 2018, the JV Company entered into the Renault CCT Agreements with Renault, the transactions of which will be carried out in the ordinary and usual course of the business of the JV Group for a period of three financial years from 1 January 2018 to 31 December 2020.

As at the date of this announcement, the JV Company's effective equity interest is owned as to 51% by the Company and as to 49% by Renault, respectively. Accordingly, Renault is a connected person of the Company only by virtue of being a substantial shareholder of the Company's non-wholly owned subsidiary. Therefore, transactions between the JV Group and the Renault Group constitute connected transactions of the Company under Chapter 14A.23 of the Listing Rules.

By virtue of Rule 14A.101 of the Listing Rules, as (i) Renault is a connected person of the Company at the subsidiary level; (ii) each of the Renault CCT Agreements are entered into on normal commercial terms; (iii) the Board (including all the independent non-executive Directors) has approved each of the Renault CCT Agreements and confirmed that the terms of each of the Renault CCT Agreements are fair and reasonable, the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, each of the Renault CCT Agreements are subject to the reporting and announcement requirements but are exempted from the circular, independent financial advice and shareholders' approval requirements under Chapter 14A of the Listing Rules.

I. CONTINUING CONNECTED TRANSACTIONS WITH HUACHEN AND

REVISION OF ANNUAL CAP AMOUNTS FOR CONTINUING CONNECTED

TRANSACTIONS WITH HUACHEN

(A)Huachen Premises Leasing Framework Agreement

14.60(1) 14.60(2)

Lease of premises by the JV Group from the Huachen Group

Lessor

  • : The Huachen Group

    Lessee

  • : The JV Group

    Agreement

  • : On 6 December 2018, the JV Company and Huachen 14.58(3) entered into the Huachen Premises Leasing Framework Agreement, pursuant to which the JV Group agreed to lease from the Huachen Group premises to be used for and as research and development centre and vehicle testing centre for the purpose of the JV Group's daily operation.

    The parties will enter into individual lease agreement setting out specific terms including the transaction price determination, settlement method, payment terms and timing of payment. Such terms will be consistent with the principles and the terms of the Huachen Premises Leasing Framework Agreement.

    Term

  • : The Huachen Premises Leasing Framework Agreement is for a period of three financial years from 1 January 2018 to 31 December 2020.

Pricing policy

:The fees for the lease of the premises to be used 14.58(5) for and as research and development centre shall be determined principally on arm's length commercial negotiations according to the principles of fairness and reasonableness at a price to be agreed between the JV Group and the Huachen Group upon the basis of the principle of "cost plus".

The fees for the lease of the premises to be used for and as vehicle testing centre shall be determined principally on arm's length commercial negotiations according to the principles of fairness and reasonableness at a price to be agreed between the JV Group and the Huachen Group upon the basis of the principle of "cost plus".

Cost plus is determined based on the cost for providing the premises by the Huachen Group plus a margin as agreed between the JV Group and the Huachen Group and the cost is estimated with reference to the expenses incurred by the usage of premises, electricity and other utilities, etc. by the JV Group on a pro-rata basis with reference to the duration and area of usage, the number of staff of the JV Group utilising the premises, and the technical set-up requirements of the testing venue to perform the vehicle testing.

The lease of the premises from the Huachen Group contemplated under the Huachen Premises Leasing Framework Agreement will be conducted in the ordinary and usual course of business of the JV Group and the Huachen Group on normal commercial terms and on terms not less favourable than those to be provided by other independent third parties (if available).

(B) Huachen IT Equipment Rental Framework Agreement

Rental of information technology equipment by the JV Group from the Huachen Group

Lessor

  • : The Huachen Group

    14.60(1) 14.60(2)

    Lessee

  • : The JV Group

    Agreement

  • : On 6 December 2018, the JV Company and Huachen 14.58(3) entered into the Huachen IT Equipment Rental Framework Agreement, pursuant to which the JV Group agreed to rent from the Huachen Group various information technology equipment for the purpose of the JV Group's daily operation.

    The parties will enter into individual rental agreement setting out specific terms including the transaction price determination, settlement method, payment terms and timing of payment. Such terms will be consistent with the principles and the terms of the Huachen IT Equipment Rental Framework Agreement.

    Term

  • : The Huachen IT Equipment Rental Framework Agreement is for a period of three financial years from 1 January 2018 to 31 December 2020.

    Pricing policy

  • : The fees for the rental of the information technology equipment under the Huachen IT Equipment Rental Framework Agreement to be provided by the Huachen Group shall be determined principally by arm's length commercial negotiations according to the principles of fairness and reasonableness at a price to be agreed between the JV Group and the Huachen Group upon the basis of the principle of "cost plus".

14.58(5)

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Brilliance China Automotive Holdings Ltd. published this content on 06 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 December 2018 15:16:09 UTC