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Connected Transactions THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONNECTED TRANSACTIONS CONTINUING CONNECTED TRANSACTIONS We have entered into certain transactions with entities which will become our connected persons upon Listing. These transactions will continue following the Listing and will constitute continuing connected transactions within the meaning under the Listing Rules (the “Continuing Connected Transactions”). Other than the connected transactions set out in this section, our Group currently does not have any other on-going connected transaction. (A) Continuing Connected Transactions exempt from reporting, annual review, announcement and independent shareholders’ approval requirements Lease agreement between Jinwei (Henan) and Zhang Jianwei Background During the Track Record Period, Jinwei (Henan) leased a piece of property from Zhang Jianwei as office premises in Zhengzhou, PRC. On 31 December 2014, Jinwei (Henan), as tenant, entered into a lease agreement (the “2014 ZJW Lease Agreement”) with Zhang Jianwei, as landlord, for the lease of Room 110011, 11/F, Building No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China with an area of approximately 265.88 sq. m. at an annual rent of RMB122,052 for a term of 1 year commencing on 6 January 2015 and ending on 6 January 2016. Relationship Jinwei (Henan) is an indirect wholly owned subsidiary of our Company and Zhang Jianwei is the brother of Zhang Wei, one of our executive Directors and chairman of the Board. Zhang Jianwei is therefore an associate of Zhang Wei and will become a connected person of our Company under Rule 14A.07(1) of the Listing Rules upon Listing. Historical Transaction Amounts For the years ended 31 December 2012, 2013 and 2014 and the six months ended 30 June 2015, the aggregate amounts of rent paid by Jinwei (Henan) to Zhang Jianwei for the leasing of the property listed above amounted to approximately RMB nil, RMB nil, RMB nil and RMB59,000 respectively. Future Lease Arrangement In anticipation of the Listing, Zhang Jianwei as landlord entered into a lease agreement with Jinwei (Henan) as tenant on 25 September 2015, for the lease of Room 110011, 11/F, Building No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China for use as office premises (the “2015 ZJW Lease Agreement”) to take effect immediately upon the expiry of the 2014 ZJW Lease Agreement. The monthly rental under the 2015 ZJW Lease Agreement is RMB10,171. 239 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONNECTED TRANSACTIONS The details of the terms of the 2015 ZJW Lease Agreement are as follows: Subsidiary of the Approximate Connected Company floor area Monthly person involved Date of lease (in square rental Location (Landlord) (Tenant) agreement Term metres) (RMB) Room 110011, Zhang Jinwei 25 September 6 months 265.88 10,171 11/F, Building Jianwei (Henan) 2015 No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China It is anticipated that the rent payable by our Group to Zhang Jianwei under the 2015 ZJW Lease Agreement for the financial year ending 31 December 2016 will be approximately RMB63,000. Proposed Annual Cap on Future Transaction Amounts As the 2015 ZJW Lease Agreement was entered into between a subsidiary of our Group and a connected person, in accordance with Rule 14A.53 of the Listing Rules, it is expected that the maximum aggregate annual amount of rent payable by our Group under the 2015 ZJW Lease Agreement for the financial year ending 31 December 2016 shall not exceed the proposed cap of RMB150,000. In arriving at the above proposed cap of rental payable, our Directors have considered (i) the historical rent paid by our Group; (ii) the market rental of the properties in the same area and of similar size and grade to the premises. Our Directors and DTZ, having reviewed the 2015 ZJW Lease Agreement, conducted market research on the leasing markets in Zhengzhou and collected rental evidence of comparable properties in the locality as well as similar locations in Zhengzhou, have confirmed that (i) the terms and conditions of the 2015 ZJW Lease Agreement are fair and reasonable to the parties thereto and are entered into on normal commercial terms; and (ii) the amounts payable thereunder reflect market rates or better for properties of a similar status in similar locations as at the Latest Practicable Date. Listing Rules Implications As the applicable percentage ratios under Chapter 14 of the Listing Rules for the transactions under the 2015 ZJW Lease Agreement as set out above are on an annual basis less than 5% and the total rental is less than HK$3,000,000, by virtue of Rule 14A.76(1)(c) of the Listing Rules, such transactions constitute Continuing Connected Transactions exempt from reporting, annual review, announcement and shareholders’ approval requirements under Chapter 14A of the Listing Rules. 240 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONNECTED TRANSACTIONS Lease agreement between Jinwei (Henan) and Yang Kai Background During the Track Record Period, Jinwei (Henan) leased a piece of property from Yang Kai as office premises in Zhengzhou, PRC. On 31 December 2014, Jinwei (Henan), as tenant, entered into a lease agreement (the “2014 YK Lease Agreement”) with Yang Kai, as landlord, for the lease of Room 110019, 11/F, Building No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China with an area of approximately 255.88 sq. m. at an annual rent of RMB117,360 for a term of 1 year commencing on 6 January 2015 and ending on 6 January 2016. Relationship Jinwei (Henan) is an indirect wholly owned subsidiary of our Company and Yang Kai is the spouse of Zhang Wei, one of our executive Directors and chairman of the Board. Yang Kai is therefore an associate of Zhang Wei and will become a connected person of our Company under Rule 14A.07(4) of the Listing Rules upon Listing. Historical Transaction Amounts For the years ended 31 December 2012, 2013 and 2014 and the six months ended 30 June 2015, the aggregate amounts of rent paid by Jinwei (Henan) to Yang Kai for the leasing of the property listed above amounted to approximately RMB nil, RMB nil, RMB nil and RMB57,000 respectively. Future Lease Arrangement In anticipation of the Listing, Yang Kai as landlord entered into a lease agreement with Jinwei (Henan) as tenant on 25 September 2015, for the lease of Room 110019, 11/F, Building No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China for use as office premises (the “2015 YK Lease Agreement”) to take effect immediately upon the expiry of the 2014 YK Lease Agreement. The monthly rental under the 2015 YK Lease Agreement is RMB9,780. The details of the terms of the 2015 YK Lease Agreement are as follows: Subsidiary of the Approximate Connected Company floor area Monthly person involved Date of lease (in square rental Location (Landlord) (Tenant) agreement Term metres) (RMB) Room 110019, Yang Kai Jinwei 25 September 6 months 255.88 9,780 11/F, Building (Henan) 2015 No. 5, Shangmao Road West and East Shangcheng Road North, Jinshui District, Zhengzhou, Henan Province, China 241 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONNECTED TRANSACTIONS It is anticipated that the rent payable by our Group to Yang Kai under the 2015 YK Lease Agreement for the financial year ending 31 December 2016 will be approximately RMB61,000. Proposed Annual Cap on Future Transaction Amounts As the 2015 YK Lease Agreement was entered into between a subsidiary of our Group and connected person, in accordance with Rule 14A.53 of the Listing Rules, it is expected that the maximum aggregate annual amount of rent payable by our Group under the 2015 YK Lease Agreement for the financial year ending 31 December 2016 shall not exceed the proposed cap of RMB150,000. In arriving at the above proposed cap of rental payable, our Directors have considered (i) the historical rent paid by our Group; (ii) the market rental of the properties in the same area and of similar size and grade to the premises. Our Directors and DTZ, having reviewed the 2015 YK Lease Agreement, conducted market research on the leasing markets in Zhengzhou and collected rental evidence of comparable properties in the locality as well as similar locations in Zhengzhou, have confirmed that (i) the terms and conditions of the 2015 YK Lease Agreement are fair and reasonable to the parties thereto and are entered into on normal commercial terms; and (ii) the amounts payable thereunder reflect market rates or better for properties of a similar status in similar locations as at the Latest Practicable Date. Listing Rules Implications As the applicable percentage ratios under Chapter 14 of the Listing Rules for the transactions under the 2015 YK Lease Agreement as set out above are on an annual basis less than 5% and the total rental is less than HK$3,000,000, by virtue of Rule 14A.76(1)(c) of the Listing Rules, such transactions constitute Continuing Connected Transactions exempt from reporting, annual review, announcement and shareholders’ approval requirements under Chapter 14A of the Listing Rules.
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