Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.
LISTING RULES IMPLICATIONS As the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Fifth Entrusted Loan Agreement, the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. As a result, the entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. INTRODUCTION References are made to the announcements of Company dated 10 March 2015, 26 March 2015 and 4 August 2015 in relation to the Discloseable and Connected Transactions in respect of the Second Entrusted Loan Agreement, the Third Entrusted Loan Agreement and the Forth Entrusted Loan Agreement. The Board announces that, on 26 January 2016, Shanghai Zhongjun, a non-wholly owned subsidiary of the Company, entered into the Fifth Entrusted Loan Agreement with Singlong Suzhou and a bank, pursuant to which Shanghai Zhongjun (as Lender) agreed to grant an entrusted loan in the principal amount of RMB200 million to Singlong Suzhou (as Borrower) through the Bank (as lending agent).