Miscellaneous financial services. Shandong Finance shall also provide certain other miscellaneous financial services to the Group under the New Financial Services Agreement. In respect of the provision of such financial services by Shandong Finance to the Group, as they are conducted on normal commercial terms or better to the Group, and the Group expects that all the percentage ratios (if applicable) of the relevant annual fees payable by the Group to Shandong Finance in aggregate will be below 0.1%, the provision of such financial services by Shandong Finance to the Group will be exempt from the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules according to Rule 14A.76 of the Listing Rules. For completeness, the major terms of the provision of such financial services to be provided by Shandong Finance to the Group are set out below for the Shareholders’ information:
Miscellaneous financial services. Shandong Finance shall also provide certain other miscellaneous financial services to the Group under the New Financial Services Agreement. In respect of the provision of such financial services by Shandong Finance to the Group, as the Group expects that all the percentage ratios (if applicable) of the relevant annual fees payable by the Group to Shandong Finance in aggregate will be below 0.1%, the provision of such financial services by Shandong Finance to the Group will be exempt from the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules according to Rule 14A.76. For completeness, the major terms of the provision of such financial services by Shandong Finance to the Group are set out below for shareholders’ information:
Miscellaneous financial services. Wanxiang Finance shall also provide certain other miscellaneous financial services to the Group under the Financial Services Agreement. As such miscellaneous financial services shall be conducted on normal commercial terms or better to the Group, and the Group expects that all the percentage ratios (if applicable) of such relevant financial services to be engaged by the Group from Wanxiang Finance in aggregate will be less than 5% and the total consideration or value of financial assistance (as the case may be) will be less than HK$3,000,000, the provision of such financial services by Wanxiang Finance to the Group will be exempt from the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules according to Rule 14A.76 of the Listing Rules. For completeness, the major terms of the provision of such financial services to be provided by Wanxiang Finance to the Group are set out below for the Shareholders’ information:
Miscellaneous financial services. As the relevant percentage ratios in respect of the maximum amount of service fees to be payable by CRECG to China Railway Finance for the provision of miscellaneous financial services to be provided by China Railway Finance to CRECG under the Financial Services Framework Agreement on an annual basis will not exceed 0.1%, the miscellaneous financial services to be provided by China Railway Finance to CRECG constitute exempt continuing connected transactions of the Company under the Listing Rules and are exempt from the reporting, announcement and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
Miscellaneous financial services. Pursuant to the Financial Services Framework Agreement, China Railway Finance shall also provide miscellaneous financial services within its business scope to CRECG in accordance with the latter’s instructions and requirements. Such miscellaneous financial services include, but not limited to, financial and financing consultation, credit verification and related consultation, agency business, provision of assistance in payment and receipt of transaction proceeds, handling entrusted loans, bill acceptance and discounting, internal fund transfer and settlement and planning of relevant settlement and clearing proposals. The fees charged by China Railway Finance for the provision of the miscellaneous financial services to CRECG shall comply with the relevant prescribed rates for such services as determined by the People’s Bank of China or the CBRC. In addition, such fees shall be no less than those charged by the major commercial banks in the PRC for the provision of comparable financial services. Implementation agreement Subject to compliance with the Financial Services Framework Agreement, CRECG and China Railway Finance shall enter into further specific contracts/agreements to set out detailed transaction terms with regard to the relevant specific financial services. Such specific contract/agreements shall comply with the principles and terms set out under the Financial Services Framework Agreement and applicable laws. Non-exclusivity CRECG utilizes the services of China Railway Finance on a voluntary and non-exclusive basis and CRECG has the right to choose the financial services offered by other financial institutions. China Railway Finance also has the right to offer financial services to other companies other than CRECG. ANNUAL CAPS
Miscellaneous financial services. As the relevant percentage ratios in respect of the maximum amount of service fees to be payable by CRECG to China Railway Finance for the provision of miscellaneous financial services to be provided by China Railway Finance to CRECG under the Financial Services Framework Agreement on an annual basis will not exceed 0.1%, the miscellaneous financial services to be provided by China Railway Finance to CRECG constitute exempt continuing connected transactions of the Company under the Listing Rules and are exempt from the reporting, announcement and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. INFORMATION ABOUT THE PARTIES CRECG, a state-owned enterprise, is the controlling shareholder of the Company holding approximately 56.10% interest in the Company. Its principal activities are construction works and related technological research, survey, design and consulting services, manufacturing of specialised equipment, operation and development of real estate. The Group is primarily engaged in infrastructure construction, survey, design and consulting services, engineering equipment and component manufacturing, property development and other businesses. China Railway Finance is a non-banking financial institution legally established with the approval of the CBRC received on 27 February 2014. It is a subsidiary of the Company which is held as to 95% by the Company and 5% by CRECG. It’s principal businesses include financial and financing consultation, credit verification and related consultation, agency business, provision of guarantees, provision of entrusted loans and entrusted investment services, bill acceptance and discounting, internal fund transfer and settlement and planning of relevant settlement and clearing proposals as well as provision of loans and finance lease to members of the Group.
Miscellaneous financial services. CEC Finance shall also provide certain other miscellaneous financial services to the Group pursuant to the Financial Services Agreement. In respect of the provision of such financial services by CEC Finance to the Group, as the Company expects that all the percentage ratios (if applicable) of the relevant annual fees payable by the Group to CEC Finance in aggregate will be below 0.1%, the provision of such financial services by CEC Finance to the Group will be exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. For completeness, the major terms of the provision of such financial services by CEC Finance to the Group are set out below for shareholders’ information:
Miscellaneous financial services. Founder Finance will provide, apart from the Deposit Services and the Loan Services, financial services to the Group including settlement services, discounted note services, and other related consultancy and agency services, to the Group in accordance with the permitted scope prescribed under the PRC financial policies and the Management Methods for Group Finance Companies ( 企業集團財務公司管理辦法) pursuant to the Financial Services Agreement. Handling fees will be charged by Founder Finance for the Miscellaneous Financial Services provided to the Group pursuant to the Financial Services Agreement, to be determined with reference to the market rates of similar services as promulgated by PBC and will not be higher than those offered by other PRC financial institutions to the Group. The handling fees payable by the Group to Founder Finance in connection with the Miscellaneous Financial Services in aggregate for the three years ending 31 December 2013 shall not exceed RMB5.5 million, RMB6.6 million and RMB7.8 million, respectively.
