ZMFY Automobile Glass Services Limited

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in ZMFY Automobile Glass Services Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. ZMFY Automobile Glass Services Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8135) CONTINUING CONNECTED TRANSACTIONS, RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 5 to 12 of this circular. A letter from the Independent Board Committee is set out on page 13 of this circular. A letter from Beijing Securities Limited containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 24 of this circular. A notice convening the EGM to be held at 12 Fengbei Road, Fengtai District, Beijing, the PRC on Thursday, 25 February 2016, at 2:00 p.m. is set out on pages 33 to 35 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. This circular together with a form of proxy will remain on the Latest Company Announcements page on the GEM website at for at least seven (7) days from the date of its posting and on the website of the Company at 4 February 2016

2 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. i

3 CONTENTS Page Definitions... 1 Letter from the Board... 5 Letter from the Independent Board Committee Letter from Beijing Securities Limited Appendix I General information Appendix II Details of the Directors proposed to be re-elected at the EGM Notice of the EGM ii

4 DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the following meanings: 2013 Agreement the framework supply agreement dated 1 January 2013 entered into between Beijing Zhengmei Service and Xinyi Glass (Tianjin) (as amended and supplemented by a supplemental agreement dated 17 June 2013) in respect of, among others, the supply of the Xinyi Goods from Xinyi Glass Group to the Group Agreement the framework supply agreement dated 29 December 2015 entered into between Beijing Zhengmei Service and Xinyi (Tianjin) in respect of, among others, the supply of the Xinyi Goods from Xinyi Glass Group to the Group Annual Cap(s) the maximum annual amount of the Continuing Connected Transactions to be transacted for each of the three years ending 31 December 2018 Articles of Association the articles of association of the Company as amended and restated from time to time and Article shall mean an article of the Articles of Association associate(s) has the meaning ascribed to it under the GEM Listing Rules Beijing Securities Limited or Independent Financial Adviser Beijing Securities Limited, a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Cap. 571), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Agreement and the Continuing Connected Transactions Beijing Zhengmei Service (Beijing Zhengmei Fengye Automobile Service Co., Ltd.*), a company incorporated in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company Board the board of Directors close associate(s) has the meaning ascribed to it under the GEM Listing Rules 1

5 DEFINITIONS Company connected person(s) Continuing Connected Transactions Directors EGM GEM GEM Listing Rules Group Hong Kong HK$ Independent Board Committee ZMFY Automobile Glass Services Limited ( ), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on GEM has the meaning ascribed to it under the GEM Listing Rules those continuing connected transactions contemplated under the Agreement director(s) of the Company an extraordinary general meeting of the Company to be held to consider the ordinary resolutions to be proposed to approve, inter alia, the re-election of Directors, the Agreement, the Continuing Connected Transactions and the proposed Annual Caps the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Hong Kong dollars, the lawful currency of Hong Kong an independent committee of the Board established for the purpose of reviewing the Continuing Connected Transactions Independent Shareholders Shareholders other than Xinyi Glass (BVI) and its associates Independent Third Party(ies) Latest Practicable Date party(ies) who and whose ultimate beneficial owners are third parties independent of the Group and connected persons of the Group 28 January 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular 2

6 DEFINITIONS Percentage Ratios PRC RMB SFO Share(s) Shareholder(s) Stock Exchange Xinyi Glass (BVI) Xinyi Glass Group Xinyi Glass Holdings the percentage ratios under Rule of the GEM Listing Rules, other than the profits ratio and equity capital ratio the People s Republic of China Renminbi, the lawful currency of the PRC the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ordinary share(s) of HK$0.01 each in the share capital of the Company the holder(s) of the Shares The Stock Exchange of Hong Kong Limited Xinyi Automobile Glass (BVI) Company Limited, a company with limited liability incorporated in the British Virgin Islands, a wholly-owned subsidiary of Xinyi Glass Holdings Xinyi Glass Holdings and its subsidiaries Xinyi Glass Holdings Limited ( ), an exempted company with limited liability incorporated in the Cayman Islands, whose shares are listed on the Main Board (stock code: 868) Xinyi Glass (Tianjin) ( ) (Xinyi Glass (Tianjin) Co., Ltd.*), a company with limited liability incorporated in the PRC, a wholly-owned subsidiary of Xinyi Glass Holdings Xinyi Goods Xinyi (Tianjin) automobile glass supplied by Xinyi Glass Group to the Group pursuant to the 2013 Agreement and the Agreement ( ) (Xinyi Automobile Parts (Tianjin) Co., Ltd.*), a company with limited liability incorporated in the PRC, a wholly-owned subsidiary of Xinyi Glass Holdings % per cent. 3

7 DEFINITIONS For the purpose of this circular, all amounts denominated in RMB have been converted into HK$ at the rate of RMB1 = HK$1.2 for illustrative purpose * For identification purposes only 4

8 LETTER FROM THE BOARD ZMFY Automobile Glass Services Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8135) Executive Directors: Ms. Xia Lu Mr. He Changsheng Mr. Li Honglin Non-executive Directors: Mr. Xia Xiufeng Mr. Liu Mingyong Mr. Qi Dianjiang Independent non-executive Directors: Mr. Chen Jinliang Mr. Han Shaoli Mr. Jiang Bin Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong: 2318 Leighton Centre 77 Leighton Road Causeway Bay Hong Kong 4 February 2016 To the Shareholders Dear Sir or Madam, I. INTRODUCTION CONTINUING CONNECTED TRANSACTIONS, RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING Reference is made to the prospectus of the Company dated 27 August 2013 in relation to, among others, the 2013 Agreement. Pursuant to the 2013 Agreement, Xinyi Glass Group agreed to supply the Xinyi Goods to the Group upon request from time to time, for a term of three years commencing from 1 January 2013 and ending on 31 December Reference is also made to the announcement of the Company dated 29 December Since the 2013 Agreement has expired on 31 December 2015, Xinyi (Tianjin) replaced Xinyi Glass (Tianjin) to enter into the Agreement with Beijing Zhengmei Service to continue the supply of the Xinyi Goods to the Group. 5

9 LETTER FROM THE BOARD The purpose of this circular is to provide you with, among other things, (i) details of the Agreement, the Continuing Connected Transactions and the Annual Caps; (ii) the letter from the Independent Board Committee to the Independent Shareholders in relation to the Agreement, the Continuing Connected Transactions and the Annual Caps; (iii) the letter of advice from Beijing Securities Limited to the Independent Board Committee and the Independent Shareholders in relation to the Agreement, the Continuing Connected Transactions and the Annual Caps; (iv) the re-election of Directors; and (v) the notice of EGM to the Shareholders. II. THE AGREEMENT Date 29 December 2015 Parties 1. Beijing Zhengmei Service; and 2. Xinyi (Tianjin). Principal terms of the Agreement Pursuant to the Agreement, Xinyi Glass Group agreed to supply and the Group agreed to purchase the Xinyi Goods for a term of three years commencing from 1 January 2016 and ending on 31 December The purchases of the Xinyi Goods from Xinyi Glass Group will be on an order-by-order basis, subject to the terms and conditions set out therein as follows: (1) at prices to be agreed between Xinyi (Tianjin) and Beijing Zhengmei Service from time to time, which in any event shall be no less favourable than the then prevailing market price of the same type and quality of the products for comparable quantity; and (2) on normal and usual commercial terms which are no less favourable than those applicable to the purchases of the same type and quality of the products for comparable quantity by Beijing Zhengmei Service from Independent Third Parties. For the purposes of ascertaining the prevailing market prices of the Xinyi Goods, the Group s procurement department will, before making an order with Xinyi (Tianjin), obtain a quotation from Xinyi (Tianjin) first and compare it with the quotations from other approved suppliers of the Group maintained in our database, who are Independent Third Parties, for products of comparable quality, quantity and specifications. The database maintained by us accumulates information of more than 40 major automobile glass suppliers which had dealt with us within the past five years, such as the names of the suppliers, the types of products each of the suppliers is providing and the unit price of such products. The database will be updated from time to time and these suppliers in the database form our Group s approved suppliers. When our procurement officers find out that certain specific models of products fall below the safety stock level of products maintained by our Group during their regular checking, our procurement officers will order such products from the suppliers to ensure sufficient stock of 6

10 LETTER FROM THE BOARD automobile glass products available in our warehouse. Our procurement officers will first search in our data base to look for suppliers who are providing the out of stock products and contact these suppliers to obtain their latest quotation of unit prices of the products. Usually at least three quotations will be obtained from the approved suppliers. Our procurement officers will then evaluate the latest unit price of the products, product quality, customers preference/choice and delivery period of the products in order to select the most favourable supplier. The selected supplier together with documents generated during the evaluation process such as unit prices comparisons, product quality comparisons and customers specific requests will be submitted to Ms. Xia Lu, a Director for her approval. After the said evaluation process, if the terms and prices offered by the Xinyi Glass Group are more favourable than other supplier(s), our Group will issue orders to Xinyi Glass Group. Under the Agreement, sales by subsidiaries of Xinyi Glass Holdings shall be deemed to be sales by Xinyi (Tianjin) thereunder and such sales shall comply with and shall be subject to the terms and conditions of the Agreement. Historical figures and the proposed Annual Caps The historical figures for the relevant transactions under the 2013 Agreement for the three financial years ended 31 December 2015 and the respective annual caps determined for the three years ended 31 December 2015 are set out below: For the year ended 31 December (RMB 000) (RMB 000) (RMB 000) Historical figures (inclusive of tax) 22,895 18,272 18,567 Previous annual caps (inclusive of 26,000 28,000 31,000 tax) Set out below are the proposed Annual Caps for each of the three years ending 31 December 2018: Proposed Annual Caps for the year ending 31 December (RMB 000) (RMB 000) (RMB 000) Proposed Annual Caps (inclusive of tax) 27,000 28,000 29,000 7

11 LETTER FROM THE BOARD The proposed Annual Caps for the three years ending 31 December 2018 were based on (i) the estimated revenue and cost of sales of the Group for the three years ending 31 December 2018, which are estimated using the anticipated revenue of the Group for the year ended 31 December 2015 (excluding the photovoltaic business) and by applying a 2%, 4% and 4% annual growth rate respectively thereon with the estimated cost of sales being 70% of the estimated revenue; (ii) the estimated amount of the Xinyi Goods which would be purchased for each of the three years ending 31 December 2018 is based on the historical percentage of such connected party purchase previously. The historical percentage is 19% and which was determined by using the average of the amount of the Group s purchase of the Xinyi Goods over the Group s cost of sales for the two years ended 31 December 2014; and (iii) a buffer, being an additional one-third of the Xinyi Goods purchased by the Group as determined in item (ii) above, to provide rooms for any reasonable fluctuation in the purchase volume. In determining the fairness and reasonableness of the assumptions adopted in estimating the proposed Annual Caps, the Directors take into consideration the following factors: (i) the annual growth rate of 2% to 4% for the three years ending 31 December 2018 is reasonably set as they are at a rate not greater than the current estimated growth rate of the PRC economy. Under the Proposal on Formulating the Thirteenth Five-Year Plan ( ) on National Economic and Social Development, it was noted by the Chinese Government that the PRC s annual GDP growth rate shall not be less than 6.5% over the next five years. Further, the historical cost of sales over the revenue of the Group was in the region of approximately 70%; (ii) the historical percentage of the amount of the Xinyi Goods purchased over the Group s cost of sales for the two years ended 31 December 2014 were approximately 17% and 21% respectively with an average of approximately 19% and therefore the 19%, being the average historical percentage, adopted is a reasonable basis and estimation of the purchase amount for the Xinyi Goods for the three years ending 31 December 2018; (iii) the buffer is to mitigate the Group from any unforeseen supply issues from the Independent Third Party and/or to provide flexibility for the Group in its purchase of automobile glass. The automobile glass industry has limited number of players with only three key suppliers (including Xinyi Glass Group). If the automobile glass supply of any of the other suppliers (excluding Xinyi Glass Group) encounters any supply issues, the supply of automobile glass to the Group might be severely hampered and it will become necessary for the Group to purchase additional automobile glass from Xinyi Glass Group in order not to affect the business operation of the Group. Therefore, the Board is of the view that such buffer is reasonable given the unique nature of the automobile glass industry; and (iv) the proposed Annual Caps are less than the previous annual cap determined for Taking into account the factors as set out above, the Board is of the view that the assumptions adopted in determining the proposed Annual Caps are fair and reasonable and the proposed Annual Caps are reasonably estimated. 8

12 LETTER FROM THE BOARD Beijing Zhengmei Service and Xinyi (Tianjin) will enter into new agreement(s) if the Continuing Connected Transactions exceed the Annual Caps. Beijing Zhengmei Service and Xinyi (Tianjin) will continue to enter into transactions for the supply of the Xinyi Goods for the period from 1 January 2016 to the date of the EGM. However, the Directors expect that the amount of the transactions thereunder will not exceed 5% under the relevant Percentage Ratios and the total consideration will be less than HK$3,000,000 and therefore fall within the de minimis threshold under Chapter 20 of the GEM Listing Rules and would hence be exempt from reporting, announcement and Independent Shareholders approval requirements. The Group s finance department has reviewed and will continue to oversee all the transaction figures with Xinyi Glass Group during such period and report to the Directors should they find the de minimis threshold under Chapter 20 of the GEM Listing Rules is exceeded. If the amount of the transactions exceeds the aforesaid de minimis threshold during such period, the Company will take necessary steps to ensure compliance with all applicable rules under Chapter 20 of the GEM Listing Rules. Conditions The Agreement is conditional upon the Company obtaining approval of the Independent Shareholders at the EGM in respect of, inter alia, the Agreement and the Continuing Connected Transactions. Reasons for and benefits of the entering into of the Agreement The Group is principally engaged in the sales of automobile glass with installation/repair services and the trading of automobile glass in the PRC. Xinyi (Tianjin) is a wholly-owned subsidiary of Xinyi Glass Holdings. Xinyi Glass Group is principally engaged in the production and sales of a wide range of glass products, including automobile glass, construction glass, float glass, and other glass products used in different commercial and industrial applications. Xinyi Glass Group is one of three major suppliers in China in the automobile glass industry and also a major supplier of the Group in past years, a continuous stable supply of automobile glass from Xinyi Glass Group is important to the Group s business. As the 2013 Agreement has expired on 31 December 2015 and in order to (i) maintain a stable supply of automobile glass for the business of the Company, (ii) insulate the Company from the potential increase and fluctuations in the market rate of automobile glass, and (iii) thereby enable the Company to stay competitive in the industry, the Board believes that it is for the benefit of the Company to enter into the Agreement. The Directors have also confirmed that the terms of the Agreement have been determined after arm s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) are of the view that the terms of the Agreement (including the Annual Caps) are fair and reasonable so far as the Independent Shareholders are concerned, and that the Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group and in the interest of the Company and its Shareholders as a whole. 9

13 LETTER FROM THE BOARD None of the Directors or their respective associates have a material interest in the Continuing Connected Transactions and were required to abstain from voting on the relevant board resolution of the Company approving the entering into of the Agreement. III. GEM LISTING RULES IMPLICATIONS Xinyi Glass (BVI), being a substantial shareholder of the Company holding approximately 18.21% of the total issued share capital of the Company as at the Latest Practicable Date, is a connected person of the Company under the GEM Listing Rules. Xinyi Glass (BVI) is held as to 100% by Xinyi Glass Holdings, which is also a substantial shareholder of the Company and a connected person of the Company. Any member of Xinyi Glass Group (including Xinyi (Tianjin)), being an associate of Xinyi Glass (BVI), is a connected person of the Company under the GEM Listing Rules. The Continuing Connected Transactions therefore constitute continuing connected transactions of the Company and are subject to the requirements under Chapter 20 of the GEM Listing Rules. As the proposed Annual Caps will exceed 5% under one or more of the Percentage Ratios and the annual consideration is more than HK$10,000,000, the Continuing Connected Transactions are therefore subject to the reporting, announcement and Independent Shareholders approval requirements pursuant to Chapter 20 of the GEM Listing Rules. IV. RE-ELECTION OF DIRECTORS Pursuant to Article 83 of the Articles of Association, any Director appointed by the Board to fill casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Reference is made to the Company s announcement dated 30 September 2015 regarding the appointments of Mr. Liu Mingyong and Mr. Qi Dianjiang as non-executive Directors with effect from 30 September Pursuant to Article 83 of the Articles of Association, Mr. Liu Mingyong and Mr. Qi Dianjiang shall retire at the EGM and, being eligible, will offer themselves for re-election. Particulars of the above two Directors proposed to be re-elected at the EGM as required under Rule 17.46A of the GEM Listing Rules are set out in Appendix II to this circular. V. EGM AND PROXY ARRANGEMENT A notice convening the EGM to be held at 12 Fengbei Road, Fengtai District, Beijing, the PRC on Thursday, 25 February 2016, at 2:00 p.m. is set out on pages 33 to 35 in this circular. Ordinary resolutions will be proposed at the EGM for the purpose of considering and, if thought fit, approving the Agreement, the Continuing Connected Transactions, the Annual Caps and the re-election of Directors. The ordinary resolutions to be proposed at the EGM will be taken by way of poll and an announcement will be made by the Company after the EGM on the results thereof. 10

14 LETTER FROM THE BOARD As at the Latest Practicable Date, Xinyi Glass (BVI) and its associates held 120,360,000 Shares, representing 18.21% of the total issued share capital of the Company. As Xinyi Glass (BVI) and its associates have material interest in the Agreement and the Continuing Connected Transactions, Xinyi Glass (BVI) and its associates are required to abstain from voting at the EGM to approve the Agreement, the Continuing Connected Transactions and the Annual Caps. To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, save for Xinyi Glass (BVI) and its associates, who will abstain from voting at the EGM, no other Shareholders or any of their respective associates have any material interests in the Agreement, the Continuing Connected Transactions and the Annual Caps and are required to abstain from voting at the EGM in relation to the ordinary resolution to approve the Agreement, the Continuing Connected Transactions and the Annual Caps. Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. VI. INDEPENDENT BOARD COMMITTEE The Independent Board Committee comprising all the independent non-executive Directors, including Mr. Chen Jinliang, Mr. Han Shaoli and Mr. Jiang Bin, has been formed to advise the Independent Shareholders in connection with the Agreement, the Continuing Connected Transactions and the Annual Caps. The Independent Financial Adviser, being Beijing Securities Limited, has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. VII. RECOMMENDATION The Directors (including the independent non-executive Directors) consider that (a) the terms of the Agreement (including the Annual Caps) are fair and reasonable, on normal commercial terms, and the Agreement, the Continuing Connected Transactions and the Annual Caps are in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole; and (b) the re-election of the retiring Directors is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to approve the Agreement, the Continuing Connected Transactions and the Annual Caps. 11

15 LETTER FROM THE BOARD You are advised to read carefully the letters from the Independent Board Committee and the Independent Financial Adviser contained in this circular before deciding whether or not to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement, the Continuing Connected Transactions and the Annual Caps. The Board also recommends the Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to approve the re-election of Directors. VIII. ADDITIONAL INFORMATION Your attention is drawn to the additional information set out in the appendices to this circular. Yours faithfully, By order of the Board ZMFY Automobile Glass Services Limited Xia Lu Executive Director 12

16 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ZMFY Automobile Glass Services Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8135) 4 February 2016 To the Independent Shareholders Dear Sir or Madam, CONTINUING CONNECTED TRANSACTIONS We refer to the circular of the Company to the Shareholders dated 4 February 2016 (the Circular ), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise. The Independent Board Committee, comprising all the independent non-executive Directors, has been formed by the Board for the purpose of advising the Independent Shareholders in connection with the Agreement, the Continuing Connected Transactions and the Annual Caps, details of which are set out in the letter from the Board in the Circular. Beijing Securities Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Details of the advice from the Independent Financial Adviser together with the principal factors and reasons taken into consideration in arriving at such advice are set out on pages 14 to 24 of the Circular. Having considered, among other things, the terms of the Agreement, and the factors and reasons considered by and the advice of Beijing Securities Limited, we consider that the terms of the Agreement are fair and reasonable so far as the Independent Shareholders are concerned, on normal commercial terms, and the Agreement, the Continuing Connected Transactions and the Annual Caps are in the ordinary and usual course of business of the Group and in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement, the Continuing Connected Transactions and the Annual Caps. Yours faithfully, Chen Jinliang Han Shaoli Jiang Bin Independent Board Committee 13

17 LETTER FROM BEIJING SECURITIES LIMITED The following is the full text of the letter of advice from Beijing Securities Limited to the Independent Board Committee and the Independent Shareholders in relation to the Agreement, the Continuing Connected Transactions and the Annual Caps prepared for the purpose of inclusion in this circular. BEIJING SECURITIES LIMITED 14th Floor, Shanghai Industrial Investment Building, 48 Hennessy Road, Wanchai, Hong Kong 4 February 2016 To the Independent Board Committee and the Independent Shareholders of ZMFY Automobile Glass Services Limited Dear Sirs, CONTINUING CONNECTED TRANSACTIONS INTRODUCTION We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions, details of which are set out in the letter from the Board contained in the circular of the Company dated 4 February 2016 (the Circular ), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise. Reference is made to the prospectus of the Company dated 27 August 2013 in relation to, among others, the 2013 Agreement. Pursuant to the 2013 Agreement, Xinyi Glass Group agreed to supply the Xinyi Goods to the Group upon request from time to time, for a term of three years commencing from 1 January 2013 and ending on 31 December Since the 2013 Agreement has expired on 31 December 2015, Xinyi (Tianjin) replaced Xinyi Glass (Tianjin) to enter into the Agreement with Beijing Zhengmei Service to continue the supply of the Xinyi Goods to the Group. As at the Latest Practicable Date, Xinyi Glass (BVI), being a substantial shareholder of the Company holding approximately 18.21% of the total issued share capital of the Company, is a connected person of the Company under the GEM Listing Rules. Xinyi Glass (BVI) is held as to 100% by Xinyi Glass Holdings, which is also a substantial shareholder of the Company and a connected person of the Company. Any member of Xinyi Glass Group (including Xinyi (Tianjin)), being an associate of Xinyi Glass (BVI), is a connected person of the Company 14

18 LETTER FROM BEIJING SECURITIES LIMITED under the GEM Listing Rules. Accordingly, the entering into of the Agreement with Xinyi (Tianjin) to continue the supply of the Xinyi Goods to the Group constitutes continuing connected transactions of the Company and will therefore be subject to the requirements under Chapter 20 of the GEM Listing Rules. Further, as the proposed Annual Caps will exceed 5% under one or more of the Percentage Ratios and the annual consideration is more than HK$10,000,000, the Continuing Connected Transactions are therefore subject to the reporting, announcement and Independent Shareholders approval requirements pursuant to Chapter 20 of the GEM Listing Rules. The Board currently comprises three executive Directors, three non-executive Directors and three independent non-executive Directors. The Independent Board Committee, which currently comprises all the independent non-executive Directors, Mr. Chen Jinliang, Mr. Han Shaoli and Mr. Jiang Bin, has been established to advise the Independent Shareholders regarding the Agreement, Continuing Connected Transactions and the proposed Annual Caps. We have been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect and such appointment has been approved by the Independent Board Committee. Beijing Securities Limited is not connected with the directors, chief executive or substantial shareholders of the Company or Xinyi Glass Group or any of their respective associates and therefore is considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby Beijing Securities Limited will receive any fees or benefits from the Company or Xinyi Glass Group or the directors, chief executive or substantial shareholders of the Company or Xinyi Glass Group or any of their respective associates. Our role is to provide you with our independent opinion and recommendation as to (i) whether the Agreement, the Continuing Connected Transactions and the proposed Annual Caps are in the ordinary and usual course of business and on normal commercial terms or better and are fair and reasonable so far as the Independent Shareholders are concerned and whether they are in the interests of the Company and the Shareholders as a whole; and (ii) how the Independent Shareholders should vote in respect of the relevant resolution(s) to approve the Agreement, the Continuing Connected Transactions and the proposed Annual Caps. BASIS OF OUR OPINION In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations provided to us by the Directors, the Company and its management. 15

19 LETTER FROM BEIJING SECURITIES LIMITED We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date, and should there be any material changes to our opinion after the Latest Practicable Date, Shareholders would be notified as soon as possible. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its management and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group nor have we conducted any form of in-depth investigation into the business and affairs or the future prospects of the Group. PRINCIPAL FACTORS TAKEN INTO CONSIDERATION In formulating our opinion in respect of the Agreement, the Continuing Connected Transactions and the proposed Annual Caps, we have considered the following principal factors and reasons: 1. Background of the Agreement Reference is made to the prospectus of the Company dated 27 August 2013 in relation to, among others, the 2013 Agreement. Pursuant to the 2013 Agreement, Xinyi Glass Group agreed to supply the Xinyi Goods to the Group upon request from time to time, for a term of three years commencing from 1 January 2013 and ending on 31 December Since the 2013 Agreement has expired on 31 December 2015, Xinyi (Tianjin) replaced Xinyi Glass (Tianjin) to enter into the Agreement with Beijing Zhengmei Service to continue the supply of the Xinyi Goods to the Group. 2. Background information of the Group The Group is principally engaged in the sales of automobile glass with installation/repair services and the trading of automobile glass in the PRC. However, the Group does not manufacture any of the automobile glass. 16

20 LETTER FROM BEIJING SECURITIES LIMITED The Group s automobile glass installation/repair services are provided either at the service centres of the Group to walk-in customers, or by the Group s motorcade service teams to customers requiring door-to-door services. As at 31 December 2014, the Group operated 29 service centres in the PRC for providing automobile glass installation/repair services and also had over 110 motorcade service teams stationed at the service centres for the provision of automobile glass installation/repair services to customers requiring door-to-door services. The Group s trading of automobile glass is where the Group purchases automobile glass from its automobile glass suppliers and then re-sells to industry peers and traders of automobile glass in the PRC. In addition, the Group is also engaged in the provision of installation services of photovoltaic system in the PRC starting in the second half of Set out below is a summary of the financial information of the Group for the two years ended 31 December 2014 as extracted from the Group s annual report for the year ended 31 December 2014 and for the six months ended 30 June 2015 as extracted from the Group s interim report for the six months ended 30 June 2015: For the six months ended 30 June For the year ended 31 December RMB 000 RMB 000 RMB 000 (Unaudited) (Audited) (Audited) Revenue Sales of automobile glass with installation/repair services 49, , ,991 Trading of automobile glass 3,080 10,969 23,223 Provision of installation services of photovoltaic system 804 4,542 Total Revenue 53, , ,214 Gross Profit 11,502 37,028 51,662 (Loss)/Profit for the period/year (19,033) (12,094) 9,302 Revenue from sales of automobile glass with installation/repair services was the main source of revenue for the year ended 31 December 2014, accounting for approximately 88.5% of the total revenue. The Group s total revenue decreased by approximately 6.3% from approximately RMB144.2 million for the year ended 31 December 2013 to approximately RMB135.2 million for the year ended 31 December The decrease in total revenue was 17

21 LETTER FROM BEIJING SECURITIES LIMITED mainly due to the decrease in sales of automobile glass with installation/repair services and trading of automobile glass. The Group also recorded a net loss of approximately RMB12.1 million for the year ended 31 December 2014 as compared with a net profit of approximately RMB9.3 million for the year ended 31 December The Group incurred a net loss of approximately RMB12.1 million for the year ended 31 December 2014 as the Group had experienced a decrease in gross profit from both the sales of automobile glass with installation/repair services and trading of automobile glass as well as an increase in administrative expenses during the year ended 31 December Revenue from sales of automobile glass with installation/repair services remained the main source of revenue for the six months ended 30 June 2015, accounting for approximately 92.8% of the total revenue. The Group s total revenue decreased by approximately 13.5% from approximately RMB62.1 million for the six months ended 30 June 2014 to approximately RMB53.7 million for the six months ended 30 June The decrease in total revenue was mainly due to the decrease in sales of automobile glass with installation/repair services and trading of automobile glass. The Group also recorded a net loss of approximately RMB19.0 million for the six months ended 30 June 2015 as compared with a net profit of approximately RMB3.9 million for the six months ended 30 June The Group incurred a net loss of approximately RMB19.0 million for the six months ended 30 June 2015 as the Group had experienced a continued decrease in gross profit from both the sales of automobile glass with installation/repair services and trading of automobile glass as well as an increase in administrative expenses during the six months ended 30 June Looking forward, the Group will strive to strengthen its position in the automobile glass installation/repair service industry in the PRC and to further expand its business operation in the PRC. Depending on the demand for the Group s services and the growth of the automobile glass installation/repair industry in the PRC, the Group plans to expand its existing business by setting up new service centres to provide automobile glass installation/repair services in the PRC. In addition, the Group is establishing a mobile phone and internet sales platform. The Group plans to promote the mobile phone and internet sales platform to where the Group s services currently do not have coverage and also to invite independent automobile glass installation/repair companies or service providers in such regions to join the Group s mobile phone and internet sales platform whereby they can cooperate with the Group in setting up an automobile glass service chain store network. 3. Background information of Xinyi Glass Group Xinyi (Tianjin) is a wholly-owned subsidiary of Xinyi Glass Holdings whose shares are listed on the Main Board (stock code: 868). Xinyi Glass Group, being Xinyi Glass Holdings and its subsidiaries, is principally engaged in the production and sales of a wide range of glass products, including automobile glass, construction glass, float glass, and other glass products used in different commercial and industrial applications. As extracted from the annual report for year ended 31 December 2014 of Xinyi Glass Group (the Xinyi Annual Report ), Xinyi Glass Group continued to maintain a leading position in the global glass industry in Its glass products are sold to customers from 18

22 LETTER FROM BEIJING SECURITIES LIMITED around 130 countries and territories including the PRC. Xinyi Glass Group customers include companies in the business of automobile glass manufacturing, wholesale and distribution, automobile repair, motor vehicle manufacturing, curtain wall engineering and installing, construction and furniture glass manufacturing and float glass wholesale and distribution. As disclosed in the Xinyi Annual Report, Xinyi Glass Group recorded a total revenue of approximately HK$10,861.1 million for the year ended 31 December Automobile glass products accounted for approximately 33.1% of its total revenue and 70.4% of its total revenue was generated from the Greater China region. 4. Reasons for and benefits of entering into the Agreement As the 2013 Agreement has expired on 31 December 2015, the Agreement will enable Xinyi Glass Group to continue to supply the Xinyi Goods to the Group. As noted in the section above, Xinyi Glass Group is one of the leading global glass manufacturers and we understand from the management of the Company that the Xinyi Goods supplied to the Group in the past three years have been satisfactory. Furthermore, as set out in the Letter from the Board, since Xinyi Glass Group is one of three major suppliers in the automobile glass industry of the PRC and also a major supplier of the Group in the past years, a continuous stable supply of automobile glass from Xinyi Glass Group is important to the Group s business. As the 2013 Agreement has expired on 31 December 2015, the entering into the Agreement is to (i) maintain a stable supply of automobile glass for the business of the Company; (ii) insulate the Company from the potential increase and fluctuations in the market rate of automobile glass; and (iii) enable the Company to stay competitive in the industry. Having considered that (i) Xinyi Glass Group is one of the leading global glass manufacturers and is also one of the three major suppliers in the automobile glass industry in the PRC; (ii) the Xinyi Goods supplied to the Group in the past three years have been satisfactory; (iii) it is in the best interests of the Group to maintain a stable supply of automobile glass for its business; (iv) the Continuing Connected Transactions will be carried out on terms which are comparable to terms which may be available to the Group from Independent Third Parties or on terms no less favourable to the Group than from Independent Third Parties (please refer to the section Principal terms of the Agreement below); and (v) the Agreement does not restrict the freedom of the Group to source automobile glass from any party other than Xinyi Glass Group, which gives flexibility to the Group in sourcing automobile glass, we consider that it is in the best interests of the Company and its Shareholders as a whole to continue the Continuing Connected Transactions with Xinyi Glass Group. In view of the above, we are of the view that the entering of the Agreement is fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. 19

23 LETTER FROM BEIJING SECURITIES LIMITED 5. Principal terms of the Agreement The terms of the Agreement have been determined after arm s length negotiations. Pursuant to the Agreement, Xinyi Glass Group agreed to supply and the Group agreed to purchase the Xinyi Goods for a term of three years commencing from 1 January 2016 and ending on 31 December The purchases of the Xinyi Goods from Xinyi Glass Group will be on an order-by-order basis, subject to the terms and conditions set out therein as follows: (1) at prices to be agreed between Xinyi (Tianjin) and Beijing Zhengmei Service from time to time, which in any event shall be no less favourable than the then prevailing market price of the same type and quality of the products for comparable quantity; and (2) on normal and usual commercial terms which are no less favourable than those applicable to the purchases of the same type and quality of the products for comparable quantity by Beijing Zhengmei Service from Independent Third Parties. Under the Agreement, sales by subsidiaries of Xinyi Glass Holdings shall be deemed to be sales by Xinyi (Tianjin) thereunder and such sales shall comply with and shall be subject to the terms and conditions of the Agreement. Based on our discussions with the management of the Company, we understand that for the purposes of ascertaining the prevailing market prices of the Xinyi Goods procured from Xinyi Glass Group are no less favourable than those offered by the other Independent Third Parties, the Group has adopted the following procedure. When the Group s procurement department finds out that certain specific models of products fall below the safety stock level of products maintained by the Group during regular checking, the procurement department will order such products from suppliers to ensure that sufficient stock level is available to the Group. The procurement department will first search in a supplier database to look for suppliers providing those products and contact the relevant suppliers to obtain their quotation for the products. (The supplier database maintained by the Group accumulates information of more than 40 automobile glass suppliers (including Xinyi Glass Group) which have been dealing with the Group within the last five years, such as the names of the suppliers, the type of products each supplier is providing and the unit price of such products. The supplier database will be updated from time to time and these suppliers in the supplier database form the Group s approved suppliers.) Thereafter, the procurement department will evaluate the price and the quality of the products from the potential suppliers as well as taking into account of the customers preference/choice and expected delivery time in order to select the most favourable supplier. The selected supplier together with documents generated during the evaluation process such as unit prices comparisons and customers specific requests will be submitted to Ms. Xia Lu, a director of the Company, for her approval. If the selected supplier is Xinyi Glass Group, the terms and prices offered by it would need to be no less favourable than those offered by the other suppliers. 20