0175 Geely Automobile Holdings Limited Annual Report 2011

Annual Report 2011Geely Automobile Holdings LimitedBased on the work performed, the auditors of the Company have confirmed that the aforesaid continuingconnected transactions (a) have been approved by the board of directors of the Company; (b) have beenentered into in accordance with the terms of the relevant agreements governing the transactions; and (c)had been determined to be RMB17,676.227 million for sales of CKDs and sedan tool kits which did notexceed the annual cap of RMB34,132.674 million for sales of CKDs and sedan tool kits for the year ended31 December 2011 as approved by the Stock Exchange and the Independent Shareholders.• Sales of CBUs, automobile parts and components; and provision of process manufacturing servicesfrom Geely Holding Group to the GroupPursuant to the Services Agreement dated 27 November 2009, Geely Holding Group agreed to sell tothe Group the complete buildup units (CBUs), automobile parts and components; and provide processmanufacturing process to the Group in accordance with the product and service specifications set out inthe Services Agreement.The aforesaid continuing connected transactions have been reviewed by the independent non-executivedirectors of the Company. The independent non-executive directors confirmed that the aforesaid connectedtransactions were entered into (a) in the ordinary and usual course of business of the Group; (b) eitheron normal commercial terms or on terms no less favourable to the Group than terms available to or fromindependent third parties; (c) in accordance with the relevant agreements governing them on terms thatare fair and reasonable and in the interests of the shareholders of the Company as a whole; and (d) hadbeen determined to be RMB24,439.474 million for purchases of CBUs, automobile parts and componentsand provision of process manufacturing services which did not exceed the annual cap of RMB48,781.702million for purchases of CBUs, automobile parts and components and provision of process manufacturingservices for the year ended 31 December 2011 as approved by the Stock Exchange and the IndependentShareholders.Based on the work performed, the auditors of the Company have confirmed that the aforesaid continuingconnected transactions (a) have been approved by the board of directors of the Company; (b) have beenentered into in accordance with the terms of the relevant agreements governing the transactions; and (c) hadbeen determined to be RMB24,439.474 million for purchases of CBUs, automobile parts and componentsand provision of process manufacturing services which did not exceed the annual cap of RMB48,781.702million for purchases of CBUs, automobile parts and components and provision of process manufacturingservices for the year ended 31 December 2011 as approved by the Stock Exchange and the IndependentShareholders.3. Loan Guarantee Agreement between the Company and Geely HoldingPursuant to the Loan Guarantee Agreement dated 27 November 2009, Geely Automobile Holdings Limited (the“Company”) and its subsidiaries (collectively, the “Group”) agrees to provide guarantees (including the pledge ofcertain lands, buildings and facilities of the subsidiaries) on loans obtained or to be obtained by the Zhejiang GeelyHolding Group Company Limited (“Geely Holding”) and its subsidiaries (collectively, the “Geely Holding Group”)on behalf of the Group’s subsidiaries in relation to the manufacture and research and development of sedans ofthe Group.The aforesaid continuing connected transactions have been reviewed by the independent non-executive directorsof the Company. The independent non-executive directors confirmed that the aforesaid connected transactionswere entered into (a) in the ordinary and usual course of business of the Group; (b) either on normal commercialterms or on terms no less favourable to the Group than terms available to or from independent third parties; (c)in accordance with the relevant agreements governing them on terms that are fair and reasonable and in theinterests of the shareholders of the Company as a whole; and (d) had been determined to be RMB493.6 millionwhich, did not exceed the annual cap of RMB900 million for the year ended 31 December 2011 as approved bythe Stock Exchange and the Independent Shareholders.47