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. CHINA EVERBRIGHT LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 165) CONNECTED TRANSACTION ENTERING INTO LIMITED PARTNERSHIP AGREEMENT FOR THE ESTABLISHMENT OF INVESTMENT FUND The Board announces that on 17 June 2015, the Limited Partnership Agreement was entered into between, among others, CEL Yixing and CEL Huiling as the General Partners (being wholly owned subsidiaries of the Company), CEL Guangyu (being a non-wholly owned subsidiary of the Company) and Sunlife Everbright (being an associate of the controlling shareholder of the Company) as the Limited Partners for the purpose of the establishment of the Partnership. The Partnership will be registered in the PRC as a limited partnership whose principal business is equity investment in aircraft engine development industries. The Partnership will be managed by the Executive Partner. As at the date hereof, CE Group, through its wholly owned subsidiary CE Hong Kong, is interested in approximately 49.74% of the total issued share capital of the Company and is a controlling shareholder of the Company. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, CE Group is interested in 50% of the equity interest of Sunlife Everbright and therefore Sunlife Everbright is an associate of CE Group under the Listing Rules. Accordingly, Sunlife Everbright is a connected person of the Company pursuant to the Listing Rules and the entering into of the Limited Partnership Agreement constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Limited Partnership Agreement are more than 0.1% but less than 5%, the transactions contemplated under the Limited Partnership Agreement will be subject to the reporting and announcement requirements but exempt from the independent shareholders approval as set out in Chapter 14A of the Listing Rules.
INTRODUCTION The Board announces that on 17 June 2015, the Limited Partnership Agreement was entered into between, among others, CEL Yixing and CEL Huiling as the General Partners (being wholly owned subsidiaries of the Company), CEL Guangyu (being a non-wholly owned subsidiary of the Company) and Sunlife Everbright (being an associate of the controlling shareholder of the Company) as the Limited Partners for the purpose of the establishment of the Partnership. THE LIMITED PARTNERSHIP AGREEMENT Date 17 June 2015 Parties (a) General Partners: CEL Yixing and CEL Huiling; and (b) Limited Partners: CEL Guangyu, Sunlife Everbright and an Independent Third Party. Capital Contribution The total capital commitments of the Partnership shall be RMB610,000,000 (approximately HK$762,500,000), among which: (i) (ii) (iii) (iv) (v) RMB9,000,000 (approximately HK$11,250,000) shall be contributed by CEL Yixing, being the General Partner and the Executive Partner; RMB1,000,000 (approximately HK$1,250,000) shall be contributed by CEL Huiling, being the General Partner; RMB200,000,000 (approximately HK$250,000,000) shall be contributed by CEL Guangyu, being a Limited Partner; RMB200,000,000 (approximately HK$250,000,000) shall be contributed by Sunlife Everbright, being a Limited Partner; and RMB200,000,000 (approximately HK$250,000,000) shall be contributed by an Independent Third Party, being a Limited Partner. The capital contribution shall be paid in cash by the parties in one lump sum within 10 business days after the issue of the payment notices by the Executive Partner. 2
The capital commitment to the Partnership was determined after arm's length negotiation between the General Partners and the Limited Partners with reference to the capital requirement of the Partnership. The Group and Sunlife Everbright intend to fund their respective capital contribution from their respective internal resources. Term of the Partnership The term of the Partnership shall be five years from its establishment date and may be extended by no more than two consecutive years according to the terms of the Limited Partnership Agreement. Scope of Investment The Partnership will be registered in the PRC as a limited partnership whose principal business is equity investment in an enterprise engaging in aircraft engine development industries. Distributions Amounts of the Partnership available for distribution will be distributed to all the partners in proportion to their respective capital contribution to the Partnership until each partner has received an amount equal to its capital contribution. The balance, if any, in general will be further distributed as follows:- (i) 100% of distributions will be made to the Limited Partners until the amount distributed equals to their capital contributions together with an amount that represents an internal rate of return equal to 8% per annum on their capital contributions; (ii) (iii) thereafter, 20% of the total distribution will be made to the General Partners; and thereafter, the remaining will be distributed to all the partners in proportion to their respective capital contribution to the Partnership. Management of the Partnership The Partnership will be managed by the Executive Partner, which is a wholly owned subsidiary of the Company. In general, the Executive Partner acting as manager will be entitled to receive a management fee of 1% per annum of the total capital contribution to the Partnership for the first year and 0.75% per 3
annum of the total capital contribution to the Partnership for the second to fifth years in respect of the provision of management and other services during the term of the Partnership. REASONS FOR AND BENEFITS OF ENTERING INTO THE LIMITED PARTNERSHIP AGREEMENT Establishment of the Partnership is in line with the Group s macro asset management strategy. The Board considers that the investment under the Partnership and entering into of the Limited Partnership Agreement with Sunlife Everbright will provide the Group with an opportunity to develop and expand its asset management businesses and investment portfolio. In light of the foregoing, the Directors (including the independent non-executive Directors) believe that the terms of the Limited Partnership Agreement are made on an arm s length basis and on normal commercial terms, and are made in the ordinary and usual course of business of the Group and are fair and reasonable, and in the interest of the Company and the shareholders of the Company as a whole. IMPLICATIONS UNDER THE LISTING RULES As at the date hereof, CE Group, through its wholly owned subsidiary CE Hong Kong, is interested in approximately 49.74% of the total issued share capital of the Company and is a controlling shareholder of the Company. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, CE Group is interested in 50% of the equity interest of Sunlife Everbright and therefore Sunlife Everbright is an associate of CE Group under the Listing Rules. Accordingly, Sunlife Everbright is a connected person of the Company pursuant to the Listing Rules and the entering into of the Limited Partnership Agreement constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Limited Partnership Agreement are more than 0.1% but less than 5%, the transactions contemplated under the Limited Partnership Agreement will be subject to the reporting and announcement requirements but exempt from the independent shareholders approval as set out in Chapter 14A of the Listing Rules. None of the Directors have any material interest in the Limited Partnership Agreement. However, in view of good corporate governance practices, Mr. Tang Shuangning and Dr. Liu Jun, each of them being both a Director of the Company and a director of Sunlife Everbright, had abstained from voting on the relevant Board resolution approving the transactions contemplated under the Limited Partnership Agreement. 4
GENERAL The Company, through its subsidiaries (including CEL Yixing, CEL Huiling and CEL Guangyu) and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund management and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing. To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, Sunlife Everbright is a life insurance company in the PRC. It offers a wide range of individual products including life and health insurance, wealth accumulation, savings and annuities. It also offers plans for groups, including group life and health insurance, income replacement products and group administrative service. DEFINITIONS Unless the context otherwise requires, the terms used in this announcement shall have the following meanings: associate Board CE Group CE Hong Kong Company connected person controlling shareholder has the meaning ascribed to it under the Listing Rules the board of Directors 中 國 光 大 集 團 股 份 公 司 (China Everbright Group Ltd.*), a joint stock company incorporated under the laws of the PRC holding 100% equity interest in CE Hong Kong China Everbright Holdings Company Limited, a company incorporated under the laws of Hong Kong with limited liability and an indirect controlling shareholder of the Company China Everbright Limited, a company incorporated under the laws of Hong Kong with limited liability and whose shares are listed on the Stock Exchange has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules 5
Directors CEL Guangyu CEL Huiling CEL Yixing Executive Partner General Partners Group Hong Kong Independent Third Party(ies) Limited Partner(s) the directors of the Company 光 控 廣 域 投 資 ( 上 海 ) 合 夥 企 業 ( 有 限 合 夥 ) (Everbright Guangyu Investment (Shanghai) Partnership (Limited Partnership)*), a company incorporated under the laws of the PRC and a non-wholly owned subsidiary of the Company in which approximately 66.6% equity interest is held by the Company as at the date hereof 光 控 滙 領 投 資 ( 上 海 ) 有 限 公 司 (Everbright Huiling Investment (Shanghai) Company Limited*), a company incorporated under the laws of the PRC and a wholly owned subsidiary of the Company 宜 興 光 控 投 資 有 限 公 司 (Yixing Everbright Investment Company Limited*), a company incorporated under the laws of the PRC and a wholly owned subsidiary of the Company CEL Yixing CEL Yixing and CEL Huiling the Company and its subsidiaries the Hong Kong Special Administrative Region of the People's Republic of China party(ies) who is/are independent of the Company and its connected persons partner(s) to the Partnership with limited liability in proportion to their respective capital contribution under the Limited Partnership Agreement Limited Partnership Agreement the limited partnership agreement dated 17 June 2015 between, among others, CEL Yixing and CEL Huiling as the General Partners, CEL Guangyu and Sunlife Everbright as the Limited Partners for the purpose of the establishment of the Partnership 6
Listing Rules Partnership PRC RMB Stock Exchange Sunlife Everbright the Rules Governing the Listing of Securities on the Stock Exchange 上 海 安 帝 投 資 中 心 ( 有 限 合 夥 ) (Shanghai An Di Investment Centre (Limited Partnership)*), a limited partnership established under the laws of the PRC the People's Republic of China Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited 光 大 永 明 人 壽 保 險 有 限 公 司 (Sun Life Everbright Life Insurance Company Limited*), a company incorporated under the laws of the PRC By order of the Board China Everbright Limited Chan Ming Kin Desmond Company Secretary Hong Kong, 17 June 2015. *Name translated for reference purpose only in this announcement. The exchange rates adopted in this announcement for illustration purposes only is HK$1.25 = RMB1.00. As at the date of this announcement, the directors of the Company are: Executive Directors Mr. Tang Shuangning (Chairman) Dr. Liu Jun (Deputy Chairman) Mr. Chen Shuang (Chief Executive Officer) Mr. Tang Chi Chun, Richard Mr. Jiang Yuanzhi Independent Non-executive Directors Mr. Seto Gin Chung, John Dr. Lin Zhijun Dr. Chung Shui Ming, Timpson Non-executive Director Mr. Wang Weimin 7