Cimc Enric : CONTINUING CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTION (in PDF)

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CIMC Enric Holdings Limited

中集安瑞科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3899) CONTINUING CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTION

Reference is made to the announcements of the Company dated 27 October 2014 and 17 December 2015 in relation to the Existing Financial Services Framework Agreement. As the Existing Financial Services Framework Agreement will expire on 31 December 2016, the Company, CIMC Finance and CIMC have entered into the Financial Services Framework Agreement (2016) on 23 December 2016.

Reference is made to the announcement of the Company dated 28 November 2013 in relation to the Existing Master Sales Agreement and the Existing Master Services Agreement and the circular of the Company dated 18 December 2013 in relation to the Existing Master Sales Agreement. As the Existing Master Sales Agreement and the Existing Master Services Agreement will expire on 31 December 2016, the Company and CIMC have entered into the Master Sales Agreement (2016) and the Master Services Agreement (2016) on 23 December 2016.

Reference is also made to the announcement of the Company dated 16 January 2015 in relation to the Existing Master Office Services Agreement, the Existing Master Processing Services Agreement and the Existing Master Procurement Agreement, all to be expired on 31 December 2017. On 23 December 2016, the Company and CIMC entered into the Termination Agreements pursuant to which the three aforementioned agreements will be terminated with effect from 1 January 2017. In place of the said agreements, the Company and CIMC have on the same date entered into the Master Office Services Agreement (2016), the Master Processing Services Agreement (2016) and the Master Procurement Agreement (2016) which will take effect on 1 January 2017.

THE LISTING RULES IMPLICATIONS

As at the date of this announcement, CIMC is a controlling shareholder of the Company indirectly holding approximately 70.79% of the Shares and is therefore a connected person of the Company. As CIMC Finance is wholly-owned by CIMC and therefore is an associate of CIMC, CIMC Finance is also a connected person of the Company. The continuing connected transactions contemplated under (i) the Financial Services Framework Agreement (2016), (ii) the Master Sales Agreement (2016), (iii) the Master Services Agreement (2016), (iv) the Master Office Services Agreement (2016), (v) the Master Processing Services Agreement (2016) and (vi) the Master Procurement Agreement (2016) therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Fully-exempt continuing connected transactions

Under Rule 14A.90 of the Listing Rules, the Loan Services to be provided by CIMC Finance to the Group contemplated under the Financial Services Framework Agreement (2016) is fully exempt from reporting, announcement, annual review, circular and Independent Shareholders' approval requirements as such transactions constitute financial assistance provided by a connected person for the benefit of the Group on normal commercial terms where no security over the assets of the Group is granted in respect of the financial assistance.

As the applicable percentage ratios in respect of the annual caps for the continuing connected transactions contemplated under the Financial Services Framework Agreement (2016) (except the Deposit Services and the Loan Services), on an annual basis, are less than 0.1% and the transactions in relation to the Financial Services Framework Agreement (2016) (except the Deposit Services and the Loan Services) are on normal commercial terms and terms that are no less favourable to the Group than those of Independent Third Parties, hence such continuing connected transactions are exempt from reporting, announcement, annual review, circular (including independent financial advice) and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Partially-exempt continuing connected transactions

As the applicable percentage ratios in respect of the annual caps for the continuing connected transactions contemplated under each of (i) the Master Services Agreement (2016), (ii) the Master Office Services Agreement (2016), (iii) the Master Processing Services Agreement (2016) and (iv) the Master Procurement Agreement (2016), on an annual basis, are more than 0.1% but less than 5%, the continuing connected transactions thereunder are subject to the reporting, announcement and annual review requirements and are exempt from the circular (including independent financial advice) and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Non-exempt continuing connected transactions and discloseable transaction

As the applicable percentage ratios in respect of (i) the Proposed Deposit Annual Caps for the Deposit Services contemplated under the Financial Services Framework Agreement (2016) and (ii) the proposed annual caps for the continuing connected transactions contemplated under the Master Sales Agreement (2016) are higher than 5% and less than 25% and it is expected that the annual consideration under both agreements will be more than HK$10,000,000, the continuing connected transactions thereunder are subject to the reporting, announcement, annual review, circular (including independent financial advice) and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Deposit Services constitute the provision of financial assistance under Rule 14.04(1)

(e) of the Listing Rules and thus a discloseable transaction under Chapter 14 of the Listing Rules.

A circular containing, among other things, (i) a notice of the EGM, (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders,

(iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and (iv) further details on (a) the terms of the Financial Services Framework Agreement (2016), the continuing connected transactions of the Deposit Services thereunder, and the Proposed Deposit Annual Caps; and (b) the terms of the Master Sales Agreement (2016), the continuing connected transactions contemplated thereunder and the proposed annual caps for such transactions will be despatched to the Shareholders on or before 26 January 2017 as additional time is required to prepare and finalise certain information in the circular.

1. INTRODUCTION

   Reference is made to the announcements of the Company dated 27 October 2014 and 17 December 2015 in relation to the Existing Financial Services Framework Agreement. As the Existing Financial Services Framework Agreement will expire on 31 December 2016, the Company, CIMC Finance and CIMC have entered into the Financial Services Framework Agreement (2016) on 23 December 2016.

   Reference is made to the announcement of the Company dated 28 November 2013 in relation to the Existing Master Sales Agreement and the Existing Master Services Agreement and the circular of the Company dated 18 December 2013 in relation to the Existing Master Sales Agreement. As the Existing Master Sales Agreement and the Existing Master Services Agreement will expire on 31 December 2016, the Company and CIMC have entered into the Master Sales Agreement (2016) and the Master Services Agreement (2016) on 23 December 2016.

   Reference is also made to the announcement of the Company dated 16 January 2015 in relation to the Existing Master Office Services Agreement, the Existing Master Processing Services Agreement and the Existing Master Procurement Agreement, all to be expired on 31 December 2017. On 23 December 2016, the Company and CIMC entered into the Termination Agreements pursuant to which the three aforementioned agreements will be terminated with effect from 1 January 2017. In place of the said agreements, the Company and CIMC have on the same date entered into the Master Office Services Agreement (2016), the Master Processing Services Agreement (2016) and the Master Procurement Agreement (2016) which will take effect on 1 January 2017.

2. THE FINANCIAL SERVICES FRAMEWORK AGREEMENT (2016)
3. Principal terms Date : 23 December 2016 Parties : 1. the Company (as services user);

4. CIMC Finance (as services provider); and

5. CIMC (as guarantor)

Subject matter:

Provision of the following financial services by CIMC Finance to the Group for a period of three years commencing on 1 January 2017 and expiring on 31 December 2019:

1. Deposit Services;

2. Loan Services;

3. bill discounting services;

4. foreign exchange settlement and purchasing services;

5. issue of commercial note and guarantee services; and

6. other financial services (including provision of buyer's credit, consumer credit facilities and finance leasing; assistance to payment and receipt of transaction monies; provision of financial and financing consultation, credit reference and related consultation and agency services; arrangement of entrusted loans and entrusted investments; settlement of internal transfers and designing related settlement and clearing scheme; underwriting corporate bonds; and other businesses as permitted by CBRC and other financial regulatory authorities).