PDF《中国东方集团控股有限公司》

(ii) the transactions under the Xinxuan Framework Agreement are on normal commercial terms or better;

(iii) the Board has approved the Xinxuan Framework Agreement;

and (iv) the Directors, including all the independent non-executive Directors, have confirmed that the terms of the Xinxuan Framework Agreement are fair and reasonable, and the transactions contemplated under Xinxuan Framework Agreement are on normal commercial terms or better, and in the ordinary and usual course of business of the Group, and in the interests of the Company and its shareholders as a whole, the Xinxuan Framework Agreement and the transactions contemplated thereunder is therefore subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders'

approval requirements under Chapter 14A of the Listing Rules. The Board (including independent non-executive Directors) are of the view that the Xinxuan Framework Agreement and the transactions contemplated thereunder are entered into in the ordinary and usual course of the business of the Group on normal commercial terms or better and have been negotiated on an arm'

s length basis between Jinxi Limited (and for and on behalf of its subsidiaries) and Xinxuan Coal (and for and on behalf of their subsidiaries) respectively and the terms thereof together with the Xinxuan Annual Cap are fair and reasonable and in the interest of the Company and its Shareholders as a whole. TRANSACTIONS UNDER THE XINXUAN FRAMEWORK AGREEMENT The Board hereby announces that on

30 September 2016, Jinxi Limited entered into the Xinxuan Framework Agreement with Xinxuan Coal a term of three years commencing on

30 September

2016 and expiring on

31 December 2018. Principal terms of the Xinxuan Framework Agreement Date of Agreement

30 September

2016 3 Parties (i) Jinxi Limited (as purchaser);

and (ii) Xinxuan Coal (as supplier) Subject Matter Jinxi Limited and/or its subsidiaries has agreed to purchase from Xinxuan Coal and/or its subsidiaries and Xinxuan Coal and/or its subsidiaries has agreed to sell to Jinxi Limited and/or its subsidiaries dolomite, iron powder, coke, lime and related products (the Specified Products ). Term From

30 September

2016 to

31 December

2018 Pricing Policy The prices of the Specified Products will be determined by reference to its prevailing market prices at the relevant time and on normal commercial terms or better and will not be higher than the prices of the Specified Products obtained from independent third parties by Jinxi Limited and or/its subsidiaries and will be settled in cash by the Group upon delivery. The management of the Group will review the aforesaid pricing policy on a regular basis and will separately negotiate with Xinxuan Coal on normal commercial terms or better on the price of the Specified Products pursuant to the regular review when the Group places order with Xinxuan Coal. In light of this, the Directors consider that the aforesaid method and procedures for determining the price for the purchase of the Specified Products can ensure that the transactions contemplated under the Xinxuan Framework Agreement will be conducted on normal commercial terms or better and not prejudicial to the interests of the Company and its Shareholders as a whole. Xinxuan Annual Cap for the transactions contemplated under the Xinxuan Framework Agreement It is expected that the Xinxuan Annual Cap for the transactions contemplated under the Xinxuan Framework Agreement for each of the three years ending