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MIN XIN HOLDINGS LIMITED 閩信集團有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 222)

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 222) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. MIN XIN HOLDINGS LIMITED 閩信集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 222) CONNECTED TRANSACTION FORMATION OF JOINT VENTURE COMPANY The Board is pleased to announce that on 13 January 2014, Fujian Minxin, Fujian Huaxing, Citichamp, Fujian Zhanglong, Guarantee Centre of Zhangzhou, Guo Jia, the Existing Party, Longyan Transport, Su Wan’an and Chen Yongxiang entered into the Supplemental Agreement in relation to, among other things, the addition of Fujian Minxin as a new joint venture party of the JV Company to replace the Existing Party. The JV Company will be principally engaged in the provision of micro credit and entrusted loans to small and medium enterprises in Xiangcheng, Zhangzhou City, Fujian Province. The JV Company will be accounted for as an available-for-sale financial asset in the financial statement of Fujian Minxin and the consolidated financial statements of the Group respectively. Fujian Minxin is a wholly-owned subsidiary of the Company. Fujian Huaxing is a wholly-owned subsidiary of FIDG. As FIDG is a substantial shareholder of the Company holding approximately 48.01% interest in the Shares, Fujian Huaxing is an associate of FIDG and a connected person of the Company under the Listing Rules. The entering into of the Supplemental Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules accordingly. As one or more of the applicable percentage ratios in respect of the Supplemental Agreement is more than 0.1% but less than 5%, the Supplemental Agreement is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. INTRODUCTION The Board is pleased to announce that on 13 January 2014, Fujian Minxin, Fujian Huaxing, Citichamp, Fujian Zhanglong, Guarantee Centre of Zhangzhou, Guo Jia, the Existing Party, Longyan Transport, Su Wan’an and Chen Yongxiang entered into the Supplemental Agreement in relation to, among other things, the addition of Fujian Minxin as a new joint venture party of the JV Company to replace the Existing Party. Fujian Minxin will be entitled to the rights of and subject to the obligations of a joint venture party under the JV Agreement upon the signing of the Supplemental Agreement. The JV Company will be principally engaged in the provision of micro credit and entrusted loans to small and medium enterprises in Xiangcheng, Zhangzhou City, Fujian Province. The JV Company will be accounted for as an available-for-sale financial asset in the financial statement of Fujian Minxin and the - 1 - consolidated financial statements of the Group respectively. A summary of the principal terms of the JV Agreement and the Supplemental Agreement is set out below. THE SUPPLEMENTAL AGREEMENT Date 13 January 2014 Parties (1) Fujian Minxin; (2) Fujian Huaxing; (3) Citichamp; (4) Fujian Zhanglong; (5) Guarantee Centre of Zhangzhou; (6) Guo Jia; (7) The Existing Party; (8) Longyan Transport; (9) Su Wan’an; and (10) Chen Yongxiang. The Directors (including the independent non-executive Directors) confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, Citichamp, Fujian Zhanglong, Guarantee Centre of Zhangzhou, Longyan Transport, their respective ultimate beneficial owners, Guo Jia, Su Wan’an and Chen Yongxiang are Independent Third Parties and are independent of the Company and its connected persons. Registered Capital and Shareholdings The registered capital of the JV Company shall be RMB150,000,000 (equivalent to approximately HK$192,150,000) divided into 150,000,000 shares with face value of RMB1 each, which shall be contributed by the joint venture parties in cash in the following proportions: Joint venture Amount of contribution to Number of Percentage of party registered capital shares of interest Approximate the JV in the JV RMB HK$ equivalent Company Company (‘000) (‘000) (‘000) Fujian Huaxing 37,500 48,038 37,500 25% Fujian Minxin 15,000 19,215 15,000 10% Other joint venture 97,500 124,897 97,500 65% parties - 2 - Preparation Fee and Deposit Fujian Minxin shall pay (1) a preparation fee equivalent to 1% of its agreed contribution to the registered capital of the JV Company, and (2) a deposit equivalent to 10% of its agreed contribution to the registered capital of the JV Company, into a bank account designated by Fujian Huaxing after signing a confirmation of investment and within 5 business days upon the issue of a payment notice by Fujian Huaxing. Pursuant to the preparation fee management measures of the JV Company, upon the establishment of the JV Company, Fujian Huaxing shall refund the preparation fee to the joint venture parties within 5 business days after receipt of the same from the JV Company. In the event that the JV Company could not be established, the expenses incurred in the preparation for the establishment of the JV Company shall be borne by the joint venture parties in proportion to their respective proposed contribution to the registered capital of the JV Company, and the unused preparation fee shall be refunded without interest to the joint venture parties. MAJOR TERMS OF THE JV AGREEMENT Payment of Contribution to the Registered Capital of the JV Company Pursuant to the JV Agreement, the joint venture parties shall pay their respective contributions to the registered capital of the JV Company within 10 days upon receipt of approval from the Fujian Provincial Economic and Information Technology Commission for the establishment of the JV Company. The preparation fee, the deposit and the contribution to the registered capital of the JV Company payable by Fujian Minxin will be funded by the internal resources of Fujian Minxin. Board Composition Pursuant to the JV Agreement, the board of directors of the JV Company shall be composed of seven directors, among which two directors shall be nominated by Fujian Huaxing and five directors shall be nominated by the other joint venture parties. Fujian Huaxing shall nominate the chairman of the board of directors of the JV Company (who shall also be the legal representative of the JV Company). The directors shall have a term of office for three years and may be re-elected upon expiry of the term. Transfer of Registered Capital Pursuant to the JV Agreement, Fujian Huaxing shall not transfer its interests in the registered capital of the JV Company within 3 years after the establishment of the JV Company. The other joint venture parties shall not transfer their respective interests in the registered capital of the JV Company within 2 years after the establishment of the JV Company. Directors and senior management of the JV Company shall not transfer their respective interests in the registered capital of the JV Company during their term of office. Each shareholder in the JV Company may transfer its interests in the registered capital of the JV Company to other shareholders in the JV Company by notifying the other shareholders in writing under the condition that the total number of shareholders shall not be less than eight after such transfer. - 3 - Any transfer of interests in the registered capital of the JV Company to third parties who are not shareholders of the JV Company shall require the approval of at least 50% of the shareholders of the JV Company at the general meeting. Any shareholder of the JV Company who raises objection to any transfer of interests in the registered capital of the JV Company shall acquire the interests subject to such proposed transfer or otherwise be deemed to consent to the proposed transfer. Shareholders of the JV Company shall have priority to acquire any interests in the registered capital on the same terms offered to third parties who are not shareholders (except where interests are offered to related parties recognised at a general meeting of the shareholders) in proportion to their shareholding in the JV Company or as otherwise agreed by such shareholders. APPROVALS REQUIRED FOR THE ESTABLISHMENT OF THE JV COMPANY The establishment of the JV Company is subject to approval by the Fujian Provincial Economic and Information Technology Commission and the Department of Commerce of Fujian Province. REASONS FOR AND BENEFITS OF ENTERING INTO THE SUPPLEMENTAL AGREEMENT The Company is an investment holding company and the Group’s principal business activities include banking investment in the PRC and Macao and micro credit business in the PRC. Fujian Minxin is an investment company established in the PRC. The Group has been expanding its investment in financial services sector in the PRC. Subsequent to the announcement dated 10 October 2013, Sanming Sanyuan District Minxin Micro Credit Company Limited, a wholly-owned subsidiary of the Company principally engaged in the provision of micro credit and entrusted loans, has launched its micro credit business in Sanming Ecological Region of Industry and Trade (三明生態工貿區), Sanming, Fujian Province in December 2013. As disclosed by the Company in its announcement dated 10 October 2013, Fujian Minxin has entered into a joint venture agreement for the establishment of a joint venture company to be engaged in the provision of micro credit and entrusted loans to small and medium enterprises in Changtai, Zhangzhou City, Fujian Province, which is subject to approval by the Fujian Provincial Economic and Information Technology Commission (formerly known as the Fujian Provincial Economic and Trade Commission) and the Department of Commerce of Fujian Province (formerly known as the Fujian Provincial Department of Foreign Trade & Economic Cooperation) in the PRC.
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