PDF《吉利汽车控股有限公司》

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吉利汽车控股有限公司 GEELY AUTOMOBILE HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 175) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE YW ACQUISITION Financial Adviser to Geely Automobile Holdings Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE YW ACQUISITION On

29 April

2019 (after trading hours), Zhejiang Powertrain, an indirect 99.1% owned subsidiary of the Company, entered into the YW Acquisition Agreement with Yiwu Engines, pursuant to which Zhejiang Powertrain conditionally agreed to acquire, and Yiwu Engines conditionally agreed to sell, the entire registered capital of the YW Target, for a cash consideration of RMB322,205,872. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Yiwu Engines is wholly owned by Zhejiang Geely. Zhejiang Geely is owned (i) as to 71.05% by Geely Holding, which in turn is ultimately wholly owned by Mr. Li and his associates, and (ii) as to 28.95% by other Mr. Li'

s interested entities. As such, Yiwu Engines is an associate of Mr. Li and a connected person of the Company. Accordingly, the transaction contemplated under the YW Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. -

1 - One or more of the applicable percentage ratios in respect of the YW Acquisition are more than 0.1% but less than 5%. However, as one or more of the applicable percentage ratios of the YW Acquisition, when aggregated with the previous acquisitions of the Group with the Geely Holding Group within one year pursuant to Rule 14A.81 of the Listing Rules as a whole are over 5%, the YW Acquisition is subject to the reporting, announcement and the Independent Shareholders'

approval requirements under Chapter 14A of the Listing Rules. Furthermore, as one or more of the applicable percentage ratios of the YW Acquisition, when aggregated with the previous acquisitions of the Group with the Geely Holding Group within one year pursuant to Rule 14.22 of the Listing Rules as a whole are more than 5% but less than 25%, the YW Acquisition also constitutes a discloseable transaction of the Company under Chapter

14 of the Listing Rules. GENERAL The Independent Board Committee has been formed to advise the Independent Shareholders with respect to the YW Acquisition, and the Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders on whether the terms of the YW Acquisition are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. A circular containing, among other things, (i) further information about the YW Acquisition;

(ii) the recommendation of the Independent Board Committee in respect of the YW Acquisition;

(iii) the advice of the Independent Financial Adviser on the YW Acquisition;

and (iv) other information as required under the Listing Rules together with the notice of the EGM, will be despatched to the Shareholders on or before

22 May 2019. Completion of the YW Acquisition is subject to the satisfaction of the conditions precedent under the YW Acquisition Agreement, and therefore, may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE YW ACQUISITION Principal terms of the YW Acquisition Agreement are set out below: Date