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P05 Defintions 39014-11P 15..31 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DEFINITIONS In this document, unless the context otherwise requires, the following words and expressions have the following meanings. ‘‘affiliate(s)’’ any other person(s), directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person(s) ‘‘AIC’’ Administration for Industry & Commerce* (工商行政管理機關) in the PRC or, where the context so requires, the State Administration for Industry & Commerce of the PRC (中華人民 共和國工商行政管理總局) or its delegated authority at provincial, municipal or other local level ‘‘AML Law’’ the Anti-money Laundering Law of the PRC (中華人民共和國反 洗錢法) [REDACTED] [REDACTED] ‘‘Articles of Association’’ the articles of association of the Company, conditionally adopted on 25 January 2016 and as amended from time to time, a summary of which is set out in ‘‘Appendix V — Summary of Articles of Association’’ in this document ‘‘associate(s)’’ has the meaning ascribed thereto under the Listing Rules ‘‘Baiying Financing Guarantee’’ Fujian Baiying Financing Guarantee Co., Ltd.* (福建百應融資擔 保股份有限公司), previously known as Jinjiang Financing Guarantee Co., Ltd.* (晉江融資擔保有限責任公司), a company established in the PRC with limited liability on 25 July 2008, which is owned as to 58% by Septwolves Group Holding, 22% by Jinjiang Henglong, and 20% by Jinjiang Baixin ‘‘Baiying Finance Leasing’’ Xiamen Baiying Finance Leasing Co., Ltd.* (廈門市百應融資租 賃有限公司), a company established in the PRC with limited liability on 9 March 2010, which is owned as to 33.75% by Septwolves Group Holding, 25% by Hong Kong Septwolves Group Financial, and three other Independent Third Parties as to 18.75%, 15% and 7.5%, respectively – 15 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DEFINITIONS ‘‘Baiying Microcredit’’ Xiamen Siming Baiying Microcredit Co., Ltd.* (廈門思明百應小 額貸款有限公司), a company established in the PRC with limited liability on 5 May 2014, which is owned by Septwolves Group Holding, Xiamen Gaoxinhong, Ms. Wang Jialin (王佳琳) (daughter in law of Mr. Zhou Yongwei and Ms. Chen Pengling), Mr. Xie Anju (one of our Shareholders), Mr. Zeng Jianwu (曾建 武) (our former director) and four other Independent Third Parties as to 49.99%, 15%, 5%, 4.9%, 0.25%, 5%, 5%, 5% and 9.86%, respectively ‘‘Board’’ or ‘‘Board of Directors’’ the board of directors of the Company ‘‘Business Day(s)’’ any day on which banks in Hong Kong are generally open for normal banking business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong ‘‘CAGR’’ compound annual growth rate ‘‘CBRC’’ the China Banking Regulatory Commission (中國銀行業監督管 理委員會) ‘‘CBRC Fujian Bureau’’ the China Banking Regulatory Commission Fujian Bureau (中國 銀行業監督委員會福建監督局 ) ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC ‘‘CCASS Clearing Participant’’ a person admitted to participate in CCASS as a direct clearing participant or general clearing participant ‘‘CCASS Custodian Participant’’ a person admitted to participate in CCASS as a custodian participant ‘‘CCASS Investor Participant’’ a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation ‘‘CCASS Participant’’ a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant ‘‘Chairman’’ Mr. Zhou Yongwei, the chairman of the Company ‘‘China’’ or ‘‘PRC’’ the People’s Republic of China, but for the purpose of this document and for geographical reference only and except where the context requires, references in this document to ‘‘China’’ and the ‘‘PRC’’ do not apply to Taiwan, Macau Special Administrative Region and Hong Kong – 16 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DEFINITIONS ‘‘China Development Bank’’ China Development Bank Co., Ltd. (國家開發銀行股份有限公 司), a company established in the PRC with limited liability, being an Independent Third Party ‘‘Circular 137’’ the Circular on Relevant Policies for Rural Bank, Loan Company, Rural Mutual Cooperative and Microfinance Company (關於村鎮 銀行、貸款公司、農村資金互助社、小額貸款公司有關政策的通 知), which was promulgated by the PBOC and the CBRC on 24 April 2008 ‘‘close associate(s)’’ has the meaning ascribed thereto under the Listing Rules ‘‘Companies Ordinance’’ or ‘‘Hong the Companies Ordinance, Chapter 622 of the Laws of Hong Kong Companies Ordinance’’ Kong, as amended, supplemented or otherwise modified from time to time ‘‘Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong, as amended, Ordinance,’’ or ‘‘Hong Kong supplemented or otherwise modified from time to time Companies(WindingUpand Miscellaneous Provisions) Ordinance’’ ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’ Quanzhou Huixin Micro-credit Co., Ltd.* (泉州匯鑫小額貸款股 份有限公司), a joint stock company established in the PRC with limited liability on 8 January 2010 converted from our Predecessor Company on 18 August 2014, and where the context otherwise requires, our Predecessor Company ‘‘connected person(s)’’ has the meaning ascribed thereto under the Listing Rules ‘‘CSRC’’ the China Securities Regulatory Commission (中國證券監督管理 委員會) ‘‘Deed of Indemnity’’ the deed of indemnity dated 6 September 2016 entered into by our Substantial Shareholders with and in favor of the Company as referredtointhesectionheaded‘‘Appendix VI — Statutory and General Information — E. Other Information — 1. Indemnities’’ in this document ‘‘Director(s)’’ the director(s) of the Company ‘‘Domestic Share(s)’’ ordinary share in our capital, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi by PRC nationals and/or PRC-incorporated entities ‘‘EIT’’ the PRC enterprise income tax – 17 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DEFINITIONS ‘‘EIT Law’’ the PRC Enterprise Income Tax Law (中華人民共和國企業所得 稅法) ‘‘[REDACTED]’’ the application for [REDACTED] to be issued in the applicants own name, submitted online through the designated website of the [REDACTED] ‘‘[REDACTED]’’ [REDACTED] ‘‘Existing Shareholders’’ Fujian Septwolves Group, Fujian Xiyuan, Jinjiang Henglong, Quanzhou Haoxiang, Xiamen Gaoxinhong, Quanzhou Anping, Quanzhou Yuanpeng, Mr. Xie Anju, Quanzhou Jianyuan, Shishi Yingfeng, Jinjiang Shuncheng and Jinjiang Xinhong ‘‘Finance Businesses’’ certain other finance-related businesses in which our Substantial Shareholders and their respective close associates had interests, namely, the provision of financing guarantee services through Baiying Financing Guarantee, the provision of finance leasing services through Baiying Finance Leasing, the provision of pawn loan services through Xiamen Borong and Fujian Yuanheng, and the provision of microcredit services in Xiamen City through Baiying Microcredit, and the provision of settlement services, entrusted loans services, loans to and taking deposits from any of the Holdco Group Member Companies through Fujian Septwolves Group Finance ‘‘Fujian Province’’ or ‘‘Fujian’’ Fujian Province (福建省), a province located in the southeastern coast of China ‘‘Fujian Economic and Information Fujian Provincial Economic and Information Technology Technology Commission’’ Commission (福建省經濟和信息化委員會), which was formed by a merger of former Fujian Provincial Economic and Trade Commission (福建省經濟貿易委員會) and former Fujian Provincial Municipal Bureau of Information Technology (福建省 信息化局) in 2014; or, where the context so requires, Fujian Provincial Economic and Trade Commission (福建省經濟貿易委 員會) – 18 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DEFINITIONS ‘‘Fujian Haoxiang Gardening’’ Fujian Haoxiang Gardening Building Decoration Engineering Co., Ltd.* (福建豪翔園林建設有限責任公司), a company established in the PRC with limited liability on 8 April 2009, a shareholder holding approximately 61.08% interest in Quanzhou Haoxiang which will in turn hold [REDACTED] interest in our Company upon [REDACTED] (assuming no [REDACTED] is exercised). For details of its shareholding, please refer to the section headed ‘‘History and Development — Our Corporate Structure — Prior to [REDACTED]’’ in this document ‘‘Fujian Septwolves Group’’ Fujian Septwolves Group Co., Ltd.* (福建七匹狼集團有限公司), a company established in the PRC with limited liability on 18 January 2002 (its predecessor, 福建七匹狼集團公司 (Fujian Septwolves Group Company) was first established in the PRC in February 1985) and one of the Promoters which will hold approximately [REDACTED]% interest in our Company upon [REDACTED] (assuming no [REDACTED] is exercised). For details of its shareholding, please refer to the section headed ‘‘History and Development — Our Corporate Structure — Prior to [REDACTED]’’ in this document ‘‘Fujian Septwolves Group Fujian Septwolves Group Finance Co., Ltd.* (福建七匹狼集團財 Finance’’ 務有限公司), a company established in the PRC with limited liability on 26 March 2015, which is owned as to 65% by Fujian Septwolves Group and 35% by
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