this document is in draft form, incomplete and … · mr. yang’s conditional spa and the new...

In this document, unless the context otherwise requires, the capitalized terms herein shall

have the following meanings:

“[REDACTED]” applications for [REDACTED] (excluding the[REDACTED]), either made on the [REDACTED] in the[REDACTED] and accepted by the Company or the[REDACTED] successfully procured by the[REDACTED] to subscribe for the [REDACTED]

“Accountants’ Report” the accountants’ report of the Target Company I set out inAppendix IIIA to this document

“Acquisition” the acquisitions of the entire equity interest in TargetCompany I and Target Company II by the Companypursuant to the Share Transfer Agreement and the Saleand Purchase Agreement respectively

“Acquisition Completion” the completion of the Acquisition

“acting in concert” has the meaning given to it under the Takeovers Code

“Adjusted Share(s)” ordinary share(s) of HK$0.01 each in the share capital ofthe Company upon the Capital Reorganization becomingeffective

“Adoption Date” the date on which the Share Award Scheme will beadopted

[REDACTED]

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Assured Entitlement” the entitlement of the Qualifying Shareholders to applyfor the [REDACTED] on an assured basis under the[REDACTED] determined on the basis of one (1)[REDACTED] for every one (1) Adjusted Share held onthe Record Date at the [REDACTED]

“Authorized Share CapitalDiminution”

the proposed cancellation of the authorized but unissuedshare capital of the Company (which shall include theauthorized but unissued share capital arising from theCapital Reduction) in its entirety immediately after theCapital Reduction taking effect

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENTMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

– 26 –

“Authorized Share CapitalIncrease”

the proposed increase of the authorized share capital ofthe Company to HK$100,000,000 divided into10,000,000,000 Adjusted Shares of nominal value ofHK$0.01 each immediately following the AuthorizedShare Capital Diminution taking effect

“Bermuda Court” the Supreme Court of Bermuda

“Bermuda Scheme” the proposed scheme of arrangement for the Company tobe made between the Company and the Creditors subjectto the approval by the Supreme Court of Bermuda


DEFINITIONS

– 26-a –

[REDACTED]

“Board” the board of Directors

“Bulletin 7” the State Administration of Taxation’s Bulletin on SeveralIssues of Enterprise Income Tax on Income Arising fromIndirect Transfer of Property by Non-resident Enterprises,SAT Bulletin 2015 No. 7, as supplemented, varied andamended from time to time, together with any officialinterpretations published by the governmental authoritiesin relation thereto

“Business Day(s)” day on which banks are generally open for business inHong Kong (excluding Saturdays, Sundays, publicholidays and days on which a tropical cyclone warningno.8 or above or a “black” rainstorm warning signal ishoisted in Hong Kong at any time between the hours of9:00 a.m. and 5:00 p.m. on weekdays)

“Bye-laws” the existing bye-laws of the Company or the NewBye-laws, as the case may be

“BVI” the British Virgin Islands

“Capital Reduction” the proposed reduction of the par value of each of thethen issued Consolidated Shares from HK$2.00 toHK$0.01 each by cancelling the paid-up capital to theextent of HK$1.99 upon the Share Consolidation takingeffect

“Capital Reorganization” the proposed reorganization of the share capital of theCompany comprising the Share Consolidation, the CapitalReduction, the Authorized Share Capital Diminution andthe Authorized Share Capital Increase

“CCASS” the Central Clearing and Settlement system establishedand carried on by HKSCC


DEFINITIONS

– 27 –

“CCASS Operational Procedures” the operational procedures of the HKSCC in relation toCCASS, containing the practice, procedures andadministration requirement relating to the operations andfunctions of CCASS, as from time to time in force

“China” or “PRC” the People’s Republic of China, which, for the purpose ofthis document, excludes Hong Kong, the Macau SpecialAdministrative Region of the PRC and Taiwan

“China Segment” the Target Group’s production facilities and sellingactivities in the PRC

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Company” Golden Shield Holdings (Industrial) Limited (金盾控股(實業)有限公司) (In Compulsory Liquidation in Hong Kong),a company incorporated in Bermuda with limited liabilityand the issued Shares of which are listed on the MainBoard of the Stock Exchange (stock code: 2123)

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws ofHong Kong), as amended, supplemented or otherwisemodified from time to time

“Companies Act” the Companies Act 1981 of Bermuda, as amended fromtime to time

“Companies (WUMP) Ordinance” the Companies (Winding Up and MiscellaneousProvisions) Ordinance (Chapter 32 of the Laws of HongKong), as amended, supplemented or otherwise modifiedfrom time to time)

“Completion” completion of the Proposed Restructuring


DEFINITIONS

– 28 –

“Conditional SPAs” collectively, the Mr. Saint-Cricq’s Conditional SPA, theMr. Yang’s Conditional SPA and the New CompanyConditional SPA

“Consideration I” HK$90,500,000, being the consideration payable for thesale and purchase of 100% equity interest in the TargetCompany I

“Consideration II” RMB30,000,000 (equivalent to HK$34,500,000), being theconsideration payable for the sale and purchase of 100%equity interest in the Target Company II

“Consolidated Share(s)” ordinary share(s) of HK$2.00 each in the share capital ofthe Company upon the Share Consolidation taking effect

“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules andunless the context requires otherwise, refers to theInvestor, Ms. Yen Wan Wan, who will be a non-executiveDirector upon Resumption and is the sole legal andbeneficial owner of the Investor, and parties acting inconcert with any of them

“core connected person(s)” has the meaning ascribed to it under the Listing Rules

“COVID-19” novel coronavirus (COVID-19), a coronavirus identifiedas the cause of an outbreak of respiratory illness

“Creditor(s)” the creditor(s) of the Company under the Schemes andincludes the ordinary creditor(s) and preferentialcreditor(s)

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會), a regulatory body responsible for thesupervision and regulation of the PRC national securitiesmarkets

“Deed of Indemnity (Investor)” the deed of indemnity and guarantee to be entered into bythe Investor in favor of the Company, Target Company II,Lucky Base and Telma Shanghai, see “J. Indemnities” inAppendix VII to this document


DEFINITIONS

– 29 –

“Deed of Indemnity (Vendor)” the deed of indemnity and guarantee to be entered into bythe Vendor in favor of the Company, Target Company Iand Telma Shanghai, see “J. Indemnities” in Appendix VIIto this document

“Deed of Non-Competition” the deed non-competition to be executed by theControlling Shareholders (as covenantors) in favor of theCompany, particulars of which are set out in the sectionheaded “Relationship with the Controlling Shareholders –Non-competition Undertakings” in this document

“Director(s)” director(s) of the Company

“Discretionary Trust” the discretionary trust in relation to [REDACTED]Adjusted Shares (representing approximately[REDACTED]% of the enlarged issued share capital ofthe Company upon Resumption) to be declared byDynamic Leader upon completion of the transactioncontemplated under the New Company Conditional SPAand will form part of the Trust Arrangements

“Disposal” the disposal of the Disposal Group

“Disposal Agreement” the legally binding agreement to be entered into betweenthe Company and the purchaser relating to the Disposal

“Disposal Completion” completion of Disposal

“Disposal Group” Jade Goal Holdings Limited, Hong Kong Golden ShieldLimited, Golden Shield Textile (Jing Yang) CompanyLimited* (金盾紡織(涇陽)有限公司) and Weinan HuafuTechnology Company Limited* (渭南華富科技有限公司),all being subsidiaries of the Company prior to theDisposal

“EIT Law” 中華人民共和國企業所得稅法 (the PRC EnterpriseIncome Tax Law) passed by the National People’sCongress of the PRC (中華人民共和國全國人民代表大會)on March 16, 2007 and effective on January 1, 2008, asamended, supplemented and otherwise modified from timeto time

“Euro” or “€” Euro, the official and lawful currency of the Eurozone inthe European Union


DEFINITIONS

– 30 –

“Euromonitor Report” a commissioned research report from Euromonitor for usein part in this document to provide the Shareholders withinformation relating to the economy and theelectromagnetic braking system in the PRC, France andIndia, see the section headed “Industry Overview” inAppendix I to this document


DEFINITIONS

– 30-a –

“Europe” Countries which are members of the European Union andin respect of the definition used in the EuromonitorReport as set out in Appendix I to this document, it refersto France, Germany, Italy and the UK

“European Union” or “EU” the politico-economic union of member states whichincludes, as at the Latest Practicable Date, Austria,Belgium, Bulgaria, Croatia, Cyprus, Czech Republic,Denmark, Estonia, Finland, France, Germany, Greece,Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg,Malta, Netherlands, Poland, Portugal, Romania, Slovakia,Slovenia, Spain, Sweden and the UK

“Exclusivity Agreement” an exclusivity agreement dated 14 April 2016 entered intobetween the Liquidators and Goal Upward InvestmentLimited, pursuant to which the Liquidators granted theexclusive right to Goal Upward Investment Limited for aperiod of six (6) months from 14 April 2016 to 13October 2016 (both dates inclusive) to negotiate with theLiquidators for a proposal for the restructuring of theCompany. The Exclusivity Agreement was terminated bythe Liquidators with effect from 22 May 2016 pursuant tothe termination clause therein

“Executive” the Executive Director of the Corporate Finance Divisionof the SFC or any delegate of the Executive Director

“Existing Shareholders” Shareholders as at the date of this document

“Financial year” or “FY” the financial year of the Target Group

“Fixed Trust” the fixed trust in relation to [REDACTED] AdjustedShares (representing approximately [REDACTED]% ofthe enlarged issued share capital of the Company uponResumption) to be declared by Dynamic Leader uponcompletion of the transaction contemplated under the NewCompany Conditional SPA and will form part of the TrustArrangements

“French Legal Advisers” Alexen Avocats, a law firm qualified in France

“FTA” the French Tax Authority


DEFINITIONS

– 31 –

“Golden Shield Textile(Jing Yang) Company Limited*(金盾紡織(涇陽)有限公司)” or“Jing Yang Golden Shield”

a company established in the PRC with limited liabilityand one of the companies constituting the Disposal Group

“Group” the Company and its subsidiaries from time to time


DEFINITIONS

– 31-a –

“Guarantor” Ms. Yen Wan Wan, being a non-executive Director uponResumption and the sole director and the ultimatebeneficial owner of the Investor, who provides a guaranteein favor of the Company and the Liquidators for theperformance by the Investor of its obligations under theSubscription Agreement

“High Court” or “Hong KongCourt”

the High Court of Hong Kong

“HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong

“HKFRSs” Hong Kong Financial Reporting Standards

[REDACTED]

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong CompaniesOrdinance”

Companies Ordinance (Chapter 622 of the Laws of HongKong), as amended, supplemented or otherwise modifiedfrom time to time

“Hong Kong Golden ShieldLimited”

a company incorporated in Hong Kong with limitedliability and one of the companies constituting theDisposal Group

“Hong Kong Scheme” the proposed scheme of arrangement for the Company tobe made between the Company and the Creditors, subjectto the approval of the High Court of Hong Kong

“Indemnity Agreement” the indemnity agreement dated 5 June 2017 entered intoby Torque in favor of Target Company I, see “J.Indemnities” in Appendix VII to this document

“Independent Financial Adviser” or“Red Sun Capital”

Red Sun Capital Limited, a corporation licensed under theSFO to conduct Type 1 (dealing in securities) and Type 6(advising on corporate finance) regulated activities asdefined under the SFO, the independent financial adviserto the Independent Shareholders in relation to the CapitalReorganization, the Acquisition, the Subscription, theWhitewash Waiver, the [REDACTED], the Disposal, theSchemes, and the transactions contemplated thereunderand an Independent Third Party


DEFINITIONS

– 32 –

“Independent Shareholder(s)” the Shareholders, excluding (i) the Investor, Vendor andTong Fa Limited and any parties acting in concert of anyof them; and (ii) those who are involved or interested inthe transactions contemplated under the ResumptionProposal, who are not precluded under the Listing Rulesor the Takeovers Code, as the case may be, from votingon the relevant resolution(s) at the SGM

“Independent Third Part(ies)” third part(ies) that is/are independent of and not connectedto the Company or the Target Group or any of theirrespective connected persons, as the case may be

“INR” Indian Rupee, the official and lawful currency of India

“Investor” or “Well Goal” Well Goal Limited, a company incorporated in Hong Kongon 11 November 2016 with limited liability and anIndependent Third Party

“Jade Goal Holdings Limited” a company incorporated in the British Virgin Islands withlimited liability and one of the companies constituting theDisposal Group

“Last Trading Day” 31 March 2014, being the last trading date of the Sharesbefore the Suspension

“Latest Practicable Date” [REDACTED], being the latest practicable date forfinalising the information in this document prior to thedate of this document


DEFINITIONS

– 33 –

“Legal Proceedings” a writ of summons dated 23 May 2016 received by theLiquidators on 24 May 2016 endorsed with a statement ofclaim issued by Goal Upward Investment Limited asplaintiff in the High Court of Hong Kong against theLiquidators as the defendants, intituled HCA 1355 of 2016in relation to the Exclusivity Agreement

“Liquidators” Mr. Osman Mohammed Arab and Mr. Wong Kwok Keung,being the joint and several liquidators of the Companyappointed by the Hong Kong Court

[REDACTED]

“Listing Rules” the Rules Governing the Listing of Securities on the StockExchange

“Lucky Base” Lucky Base Development Limited (祥基發展有限公司), awholly owned subsidiary of Target Company II and acompany incorporated in Hong Kong on 3 March 2017with limited liabilities, which is expected to be nominatedby the Investor in respect of the purchase of the 30%equity interest in Telma Shanghai pursuant to the PRCSale and Purchase Agreement. Upon the Sale andPurchase Completion, the Company (or its nominee(s))will directly hold the entire equity interest in TargetCompany II, and will indirectly hold the entire equityinterest in Lucky Base through Target Company II, andLucky Base will directly hold 30% equity interest inTelma Shanghai

“Material Adverse Change” any change (or effect) which has a material and adverseeffect on the financial position, business or property,results of operations of the Target Group as a whole

“Memorandum” the memorandum of association of the Company

“Merdeka Corporate Finance” Merdeka Corporate Finance Limited, a corporationlicensed under the SFO to conduct Type 6 (advising oncorporate finance) regulated activity as defined under theSFO, the financial adviser to the Company


DEFINITIONS

– 34 –

“MOFCOM” the Ministry of Commerce of the PRC (中華人民共和國商務部) or its predecessor, the Ministry of Foreign Tradeand Economic Cooperation of the PRC (中華人民共和國對外貿易經濟合作部), as appropriate to the context


DEFINITIONS

– 34-a –

“Mr. Saint-Cricq” Mr. Olivier François Jacques Saint-Cricq, a proposedexecutive Director upon Resumption

“Mr. Saint-Cricq’s ConditionalSPA”

the conditional sale and purchase agreement to be enteredinto between the Investor and Mr. Saint-Cricq, pursuant towhich the Investor will sell and Mr. Saint-Cricq willpurchase [REDACTED] Adjusted Shares as held by theInvestor upon Resumption at the transfer price ofHK$[REDACTED] per Adjusted Share

“Mr. Warth” Mr. Philippe Michel Marie Warth, one of the proposedsenior management of the Group upon Resumption

“Mr. Yang” Mr. Yang Leyong (楊樂勇), a proposed executive Directorupon Resumption

“Mr. Yang’s Conditional SPA” the conditional sale and purchase agreement to be enteredinto between the Investor and Mr. Yang, pursuant to whichthe Investor will sell and Mr. Yang will purchase[REDACTED] Adjusted Shares as held by the Investorupon Resumption at the transfer price ofHK$[REDACTED] per Adjusted Share

“Mr. Zhao” Mr. Zhao Naihua (趙乃華), one of the proposed seniormanagement of the Group upon Resumption

“New Bye-laws” the new bye-laws to be conditionally adopted at the SGM

“Nanjing Lijian” Nanjing Lijian Photoelectric Technology ResearchInstitute Company Limited* (南京礪劍光電技術研究院有限公司), a company established in the PRC with limitedliability

“New Company” or “DynamicLeader”

Dynamic Leader Limited (奔騰有限公司), a new companyincorporated in Hong Kong on 27 September 2019 withlimited liability and is held by Mr. Yang, Mr. Saint-Cricqand Mr. Lee Conway Kong Wai with equal [REDACTED]

“New Company Conditional SPA” the conditional sale and purchase agreement to be enteredinto between the Investor and the New Company, pursuantto which the Investor will sell and the New Company willpurchase [REDACTED] Adjusted Shares as held by theInvestor upon Resumption at the transfer price ofHK$[REDACTED] per Adjusted Share


DEFINITIONS

– 35 –

“New[REDACTED] ” the members of the public (for the avoidance of doubt,excluding the [REDACTED] procured by the[REDACTED] or its [REDACTED] and the[REDACTED]

“Nominee Group” comprising of Target Company II and Lucky Base

“Non-PRC Segment” the Target Group’s production facilities in France and itsselling activities all over the world except for the PRC,primarily in Europe, North and South America andAustralia

“Non-qualifying Shareholder(s)” the Shareholders whose names appear on the register ofmembers of the Company at the close of business on theRecord Date and whose addresses as shown on suchregister are outside Hong Kong are in a place where theBoard, based on legal opinions provided by the legaladvisers of the relevant jurisdictions, consider it necessaryor expedient not to [REDACTED] the [REDACTED] tosuch Shareholders on account either of legal restrictionsunder the laws of the relevant place or the requirements ofthe relevant regulatory body or stock exchange in thatplace

“[REDACTED]” HK$[REDACTED] per [REDACTED]

[REDACTED]


DEFINITIONS

– 35-a –

“Overseas Shareholder” a Shareholder whose address as shown on the register ofmembers of the Company on the Record Date is in a placeoutside Hong Kong

[REDACTED]

[REDACTED]

[REDACTED] [REDACTED]

“PRC Legal Advisers” Han Kun Law Offices, the Company’s legal advisers as tothe PRC law

“PRC Sale and PurchaseAgreement”

a sale and purchase agreement dated 2 May 2017 (asamended and supplemented by supplemental agreementsdated 9 July 2018 and 28 June 2019 respectively) enteredinto between the Investor and Yutong Group in relation tothe sale and purchase of 30% equity interest in TelmaShanghai

[REDACTED]

“Proposed Directors” proposed directors of the Company, details of theirbiographies are set out in the section headed “ProposedDirectors and Senior Management of the RestructuredGroup”

[REDACTED]

“[REDACTED] Documents” [REDACTED]

“Proposed Restructuring” the restructuring of the equity and indebtedness of theCompany as contemplated under this document


DEFINITIONS

– 36 –

[REDACTED]

[REDACTED]

[REDACTED]

“Qualifying Shareholder(s)” the Shareholders, other than the Non-qualifyingShareholders, whose names appear on the register ofmembers of the Company on the Record Date


DEFINITIONS

– 36-a –

“Record Date” [REDACTED], or such other date as may be agreedbetween the Company and the [REDACTED] in writingfor the[REDACTED]

“Reorganization” the reorganization of the shareholding structure of theTarget Group in preparation for the Acquisition, details ofwhich are set out in the paragraph headed “History andBackground of Target Group – Reorganization” in thisdocument

[REDACTED]

“Restructured Group” the Company and the Target Group upon completion ofthe transactions contemplated under this document

“Resumption” resumption of trading in the Adjusted Shares on the StockExchange

“Resumption Proposal” the resumption proposal dated 16 December 2016 (assupplemented by subsequent submissions by theCompany) which includes, among other things, the CapitalReorganization, the Acquisition, the Subscription, the[REDACTED], the Disposal, the Schemes and otherproposed arrangements, submitted by the Company to theStock Exchange

“RMB” Renminbi, the lawful currency of the PRC

“SAFE” the State Administration of Foreign Exchange of the PRC(中國國家外匯管理局)

“Sale and Purchase Agreement” the conditional sale and purchase agreement dated 5 June2017 (as amended and supplemented by an extensionletter dated 29 June 2018 to extend the long stop date, andas amended and restated by an amendment andrestatement agreement dated 28 December 2018, and asamended and supplemented by a further extension letterdated 31 December 2019 to extend the long stop date)entered into among the Company, the Liquidators and theInvestor in relation to the sale and purchase of the 100%equity interest in the Target Company II, as may befurther revised, supplemented or modified from time totime

“Sale and Purchase Completion” the completion of the acquisition of the Target CompanyII pursuant to the Sale and Purchase Agreement


DEFINITIONS

– 37 –

“Scheme Administrators” such persons to be appointed as the scheme administratorsor their successors pursuant to the terms of the Schemes


DEFINITIONS

– 37-a –

“Scheme Shares” 54,400,000 Adjusted Shares to be issued and allotted asfully paid at HK$[REDACTED] per Scheme Share aspartial settlement of the liabilities of the Creditors underthe Schemes

“Schemes” collectively, the Bermuda Scheme and the Hong KongScheme, and where the context requires, can mean eitherone of them

“SFC” Securities and Futures Commission of Hong Kong

“SFO” Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong) (as amended, supplemented orotherwise modified from time to time)

“SGM” a special general meeting of the Company to be convenedand held to consider and, if thought fit, approve (i) theCapital Reorganization; (ii) the Acquisition; (iii) theSubscription; (iv) the Whitewash Waiver; (v) the[REDACTED]; (vi) the Disposal; (vii) the Schemes, (viii)the removal of Directors; (ix) the appointment ofDirectors; (x) the proposed adoption of the New Bye-laws,and the transactions contemplated thereunder

“Share Consolidation” the proposed consolidation of every twenty (20) issuedShares HK$0.10 each into one (1) Consolidated Share ofHK$2.00 each in the issued share capital of the Company

[REDACTED]

[REDACTED]


DEFINITIONS

– 38 –

“Share Transfer Agreement” the conditional sale and purchase agreement dated 16December 2016 (as amended and supplemented by asupplemental agreement dated 2 February 2017 and by anextension letter dated 29 June 2018 to extend the longstop date, and as amended and restated by the amendmentand restatement agreements dated 5 June 2017 and 28December 2018, and as amended and supplemented by afurther extension letter dated 31 December 2019 to extendthe long stop date) entered into among the Company, theLiquidators and the Vendor in relation to the sale andpurchase of the 100% equity interest in the TargetCompany I, as may be further revised, supplemented ormodified from time to time


DEFINITIONS

– 38-a –

“Share Transfer Completion” the completion of the acquisition of the Target Company Ipursuant to the Share Transfer Agreement

“Shareholders” holder(s) of the Share(s) and/or the Adjusted Share(s)

“Shares” ordinary share(s) of HK$0.10 each in the existing sharecapital of the Company before the Capital Reorganizationbecoming effective

“Sponsor” or “Ample Capital” Ample Capital Limited, a corporation licensed to engagein type 4 (advising on securities), type 6 (advising oncorporate finance) and type 9 (asset management)regulated activities as defined under the SFO, being thesole sponsor to the deemed [REDACTED] of theCompany in relation to the Target Group only

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subscription” the subscription of the Subscription Shares by the Investorat the Subscription Price subject to and upon the terms ofthe Subscription Agreement

“Subscription Agreement” the conditional subscription agreement dated 16 December2016 (as amended and supplemented by a supplementalagreement dated 2 February 2017 and by an extensionletter dated 29 June 2018 to extend the long stop date, andas amended and restated by the amendment andrestatement agreements dated 5 June 2017 and 28December 2018, and as amended and supplemented by afurther extension letter dated 31 December 2019 to extendthe long stop date) entered into among the Company, theLiquidators, the Investor and the Guarantor in relation tothe Subscription, as may be further revised, supplementedor modified from time to time

“Subscription Completion” the completion of the Subscription

“Subscription Monies” the consideration for the Subscription Shares in theaggregate sum of HK$317,390,696 (subject to adjustment)


DEFINITIONS

– 39 –

“Subscription Price” HK$[REDACTED] per Subscription Share

“[REDACTED]” [REDACTED] Adjusted Shares to be subscribed by theInvestor at the Subscription Price pursuant to the termsand conditions of the Subscription Agreement (assubsequently amended, restated and supplemented)

“substantial shareholder” has the meaning ascribed to it under the Listing Rules

“Suspension” the suspension of trading in the Shares since 1 April 2014

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers and ShareBuy-backs

“Target Company I” or“Telma S.A.” or “TELMA”

Telma S.A., a corporation organized and existing underthe laws of France, registered at the Trade and CompaniesRegistry of Pontoise under the number 410 163 125,which holds 70% equity interest in Telma Shanghai and99.99% of Telma India

“Target Company II” Glorious Raise Limited (揚榮有限公司), a companyincorporated in the British Virgin Islands on 22 May 2017with limited liabilities and wholly owned by the Investor,which directly holds entire equity interest in Lucky Baseand will indirectly hold 30% equity interest in TelmaShanghai through Lucky Base upon completion of the Saleand Purchase Agreement

“Target Group” collectively the Target Company I, Telma Shanghai andTelma India upon the Acquisition Completion but prior tocompletion of Reorganization, and thereafter, comprisingTarget Company I, Target Company II, Lucky Base, TelmaShanghai and Telma India

“Telma India” Telma Induction Brakes Private Limited, a companyestablished in India on 5 November 2018 with limitedliability which is 99.99% owned by Telma S.A.


DEFINITIONS

– 40 –

“Telma Shanghai” Telma Vehicle Braking System (Shanghai) Co., Limited(泰樂瑪汽車制動系統(上海)有限公司), a companyestablished in the PRC with limited liability which isowned as to 70% by Torque and 30% by Yutong Groupimmediately prior to the completion of theReorganization. Upon the Share Transfer Completion, theSale and Purchase Completion and completion of theReorganization, Telma Shanghai will be held as to 70% byTarget Company I and as to 30% by Lucky Base

“Telma U.S.” Telma Retarder Inc, a company incorporated in the Stateof Delaware with limited liability in 22 October 1981whose registered office is situate at 306 South StateStreet, in the City of Dover, in the County of Kent, in theState of Delaware and is a sister company of the TargetGroup as of the Latest Practicable Date

“Torque” Torque Industry (Holding) Limited, a companyincorporated in Hong Kong on 17 December 2009 withlimited liability, the parent company of Target Company Iimmediately prior to the Reorganization

“Track Record Period” the three years ended 31 December 2017, 2018 and 2019

“Trust Arrangements” collectively the Fixed Trust and the Discretionary Trust

“UK” the United Kingdom

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

“US” the United States of America


DEFINITIONS

– 41 –

“USD” or “US dollar(s)” US dollar(s), the lawful currency of the United States ofAmerica


DEFINITIONS

– 41-a –

“Vendor” or “Winner World” Winner World Investments Limited, a companyincorporated in Hong Kong on 11 March 2016 withlimited liability and an Independent Third Party

“Weinan Huafu TechnologyCompany Limited(渭南華富科技有限公司)” or“Weinan Huafu”

a company established in the PRC with limited liabilityand one of the companies constituting the Disposal Group

“Whitewash Waiver” a waiver in respect of the obligation of the Investor tomake a mandatory general offer to other Shareholders inrespect of the Shares as a result of the allotment and issueor Subscription Shares pursuant to Note 1 on thedispensations from Rule 26 of the Takeovers Code

[REDACTED]

[REDACTED]

“Yutong Bus” Zhengzhou Yutong Bus Co., Ltd. (鄭州宇通客車股份有限公司), a company established in the PRC with limitedliability and is listed on the Shanghai Stock Exchange(stock code: 600066)

“Yutong Group” Yutong Bus, its subsidiaries and its affiliated companies

“Zhengzhou Yutong” Zhengzhou Yutong Group Co., Limited (鄭州宇通集團有限公司), formerly known as Zhengzhou YutongDevelopment Co., Limited (鄭州宇通發展有限公司) acompany established in the PRC with limited liability

“%” per cent

Certain figures set out in this document have been subject to rounding adjustments.

Accordingly, figures shown as the currency conversion or percentage equivalents may not be an

arithmetic sum of such figures.

The English names of the Chinese and/or French nationals, companies, entities,

departments, facilities, certificates, titles and the like are translation of their Chinese and/or

French names and are included in this document for identification purpose only and should not

be regarded as their official English translation. In the event of any inconsistency, the Chinese


DEFINITIONS

– 42 –

name and/or French name prevails. English translation of company names in Chinese or another

language which are marked with “*” are for identification purpose only.

The English language version of this document has been translated into the Chinese

language and English and Chinese versions of this document are being published separately. If

there should be any inconsistency between the English and Chinese versions, the English version

shall prevail.


DEFINITIONS

– 42-a –

Unless expressly stated or the context requires otherwise: (i) amounts and percentage

figures, including share ownership and operating data in this document, may have been subject

to rounding adjustments. Accordingly, totals of rows or columns of numbers in tables may not be

equal to the apparent total of individual items; and (ii) solely for your conveniences, this

document contains translations of certain Euro or HK$ into RMB at the respective average rates

for each of the Track Record Period. You should not construe these translations as

representations that Euro or HK$ could actually be, or have been, converted into RMB at the

rate indicated or at all. Unless we indicate otherwise, (i) the translation of EUR into RMB has

been made at the rates of Euro1.00: RMB6.9461, Euro1.00: RMB7.3228, Euro1.00: RMB7.6308

and Euro1.00: RMB7.8396 for each of the Track Record Period, respectively, (ii) the translation

of HK$ into RMB has been made at the rates of HK$1.00: RMB0.8037, HK$1.00: RMB0.8557,

HK$1.00: RMB0.8673 and HK1.00: RMB0.8970 for the each of the Track Record Period,

respectively.


DEFINITIONS

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