SUMMARY We entered into Share Subscription Agreements with each of the Strategic Shareholders in June 2014 and the closing of the transactions contemplate there under were completed in August 2014, and the registration of the shareholding changes with the administration of industry and commerce was completed in October 2014. In addition, in order to support business development and enhance corporate governance standards of the Company, we also entered into Strategic Cooperation Agreements and/or MOU with each of the Strategic Investors and established strategic cooperation with them in June 2014. STRATEGIC INVESTMENT Share Subscription The table below sets out the basic information of the strategic investments. China Life Group (1) Warburg Fosun Pincus (2) CSI (3) Khazanah (4) CICC (5) COFCO (6) International (7) Goldman Sachs (8) Date of the Share Subscription Agreements June 30, 2014 June 27, 2014 June 27, 2014 June 27, 2014 June 27, 2014 June 27, 2014 June 27, 2014 June 27, 2014 Number of Shares subscribed 1,150,000,000 2,060,000,000 790,000,000 755,000,000 750,000,000 708,000,000 500,000,000 147,000,000 Subscription amount (RMB) 2,438,000,000 4,367,200,000 1,674,800,000 1,600,600,000 1,590,000,000 1,500,960,000 1,060,000,000 311,640,000 Closing date ( Closing Date ) August 29, 2014 Basis of considerations Price per Share [REDACTED] (9) Use of proceeds The relevant consideration was determined on an arm s length basis with reference to the business valuation of the Company. RMB 2.12 per Share [REDACTED] The proceeds from the investment from the Strategic Investors totaled RMB14,540 million (converted at the exchange rate as of the date of capital verification), of which, RMB1,500 million, RMB1,000 million and RMB1,000 million were used as capital contribution to Huarong Financial Leasing, Huarong Trust and Huarong Securities, respectively. The remaining proceeds were used to promote the development of distressed asset management business. The above proceeds have been almost used up. Shareholding in the Company immediately prior to the [REDACTED] 5.05% (10) 6.30% 2.42% 2.31% 2.29% 2.16% 1.53% 0.45% Shareholding in the Company immediately after the [REDACTED] (11) Strategic effect on the Company [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Our capital strength and corporate governance have been enhanced by learning from their successful experience, allowing us to expand our business network. (1) Prior to the signing of China Life Group Share Subscription Agreement, China Life Group had been a Shareholder of the Company, holding 500,000,000 Shares in the Company. (2) Warburg Pincus holds Shares through Warburg Pincus Financial International. (3) CSI holds Shares through its wholly-owned subsidiary, CSI AMC. (4) Khazanah holds Shares through its wholly-owned subsidiary, Pantai Juara Investments. (5) CICC holds Shares through its affiliate, CICC Strategic Investment. (6) COFCO holds Shares through its wholly-owned subsidiary, COFCO (HK). (7) Fosun International holds Shares through its subsidiary, Fidelidade. (8) Goldman Sachs holds Shares through its wholly-owned subsidiary, Goldman Sachs SSG. (9) [REDACTED] (10) Taking into account the Shares held by China Life Group in the Company before the settlement date, China Life Group holds a total of 5.05% equity interest in the Company. (11) Shareholding proportion is determined based on [REDACTED] 178
OUR China Life Group China Life Group, headquartered in Beijing, is a large state-owned financial and insurance company whose entire equity interest is controlled by the MOF. China Life Group and its subsidiaries constitute the largest state-owned financial and insurance group in China. Its business scope includes life insurance, property and casualty insurance, endowment insurance, asset management, alternative investment, overseas business and e-commerce. It is also one of the largest institutional investors in China s capital markets. It has been selected as one of the Fortune Global 500 companies and one of the World s Top 500 Brands for years. Warburg Pincus Warburg Pincus is a global private equity investment firm focused on growth investing. Founded in 1966, Warburg Pincus has raised 14 private equity funds. The firm has more than US$35 billion of assets under its management, and invests in various industries all over the world. Partnering with entrepreneurs and management teams, Warburg Pincus helps companies formulate strategy, conceptualize and implement financing structures and recruit talented executives. The firm is headquartered in New York with offices in Amsterdam, Beijing, Frankfurt, Hong Kong, London, Luxembourg, Mauritius, Mumbai, San Francisco, São Paulo and Shanghai. Warburg Pincus is the manager of Warburg Pincus International. Warburg Pincus Financial International is a company established and existing under the laws of the Republic of Mauritius. It is a wholly-owned subsidiary of Warburg Pincus International. CSI CSI is a wholly-owned subsidiary of CITIC Securities Co., Ltd. It mainly engages in investment banking, securities brokerage, futures brokerage and asset management through its subsidiaries. Incorporated in Hong Kong, CSI acts as an overseas platform of CITIC Securities Co., Ltd. for expanding business into global financial markets. With its knowledge and expertise on the Chinese and international capital markets, CSI provides a wide range of financial products and services for its domestic and international customers. CSI AMC is a company established and existing under the laws of Hong Kong. It is a whollyowned subsidiary of CSI. Khazanah Khazanah is the strategic investment fund of the Government of Malaysia entrusted to hold and manage the commercial assets of the Government and to undertake strategic investments. Khazanah is involved in various sectors such as power, telecommunications, financial institutions, healthcare, aviation, infrastructure, leisure & tourism, property, creative & media, education, and innovation & technology. Pantai Juara Investments is an investment-holding entity incorporated under the Labuan Companies Act 1990, laws of Malaysia and is a wholly-owned subsidiary of Khazanah. 179
CICC Established in July 1995, CICC is the first sino-foreign joint venture investment bank in China serving as a strategic cooperation among prestigious Chinese and international financial institutions and companies. CICC strives to provide investment banking services of high quality to domestic and overseas institutions and individual customers. Its business covers various areas including securities research, issue and underwriting of equity and debt instruments, financial advisory services in relation to mergers and acquisitions, securities sales and trading, proprietary trading of securities, asset management and fortune management. CICC Strategic Investment is a specialized investment company controlled by CICC. COFCO COFCO is one of the SOEs under the supervision of the SASAC. COFCO owns eight listed companies, among which five are Hong Kong listed companies, including China Foods Limited (stock code: 00506), China Agri-Industries Holdings Limited (stock code: 00606), China Mengniu Dairy Company Limited (stock code: 02319), CPMC Holdings Limited (stock code: 00906) and Joy City Property Limited (stock code: 00207), and three are companies listed in Mainland China, including COFCO Tunhe (600737.SH), COFCO Property (000031.SZ) and COFCO Biochemical (000930.SZ). Attributed to its good operational results, COFCO has been continuously listed as one of the Global 500 companies by Fortune, an American magazine, and ranked the first among the top 100 enterprises of China s food industry. COFCO (HK) is a company established and existing under the laws of Hong Kong. It is a wholly-owned subsidiary of COFCO. Fosun International Fosun International (stock code: 00656), was listed on the Main Board of the Hong Kong Stock Exchange on July 16, 2007. Fosun has been persistently taking roots in China and investing in China s growth fundamentals. It has been actively implementing its investment model of Combining China s Growth Momentum with Global Resources. Fosun is dedicated to making a major stride towards becoming a world-class investment group underpinned by the twin drivers of insurance-oriented comprehensive financial capability and global industrial integration capability taking roots in China. Today, Fosun s businesses include two major parts, integrated finance and industrial operations. Fidelidade is a company established and existing under the laws of Portugal. As of June 2015, Fosun International holds 85% equity interest in Fidelidade. Fidelidade was established in 1835 and is the leading life and non-life insurance market operator in Portugal with a long history. Fidelidade has Portugal s largest market share across the areas of life and non-life insurance products, and covers most of the main individual products, with diversified and exclusive distribution platforms, as well as product brand highly recognized by the market. Goldman Sachs Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a series of financial services to diversified clients in various areas that includes 180
corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, Goldman Sachs is headquartered in New York and maintains offices in all major financial centers around the world. Goldman Sachs SSG is a company established and existing under the laws of the state of Delaware, the United States, and is a wholly-owned subsidiary of Goldman Sachs. Rights and Obligations of the Strategic Shareholders According to the Share Subscription Agreements, the rights and obligations of the Strategic Shareholders include the following: Dividends According to the Share Subscription Agreements, the Company shall use commercially reasonable efforts to procure that the aggregate amount of all dividends declared by the Company in respect of the period between July 1, 2014 and December 31, 2014 and each subsequent financial year ending seven months prior to the initial closing of the initial public offering ( IPO ) shall not be less than 15% of the net profit of the Company for such fiscal year or period as set forth in the audited parent company s statement of income of the Company for such fiscal year (or, 25% to 30%, if deemed by the Company to be in the best interest of both the Company and the shareholders of the Company). Anti-Dilution Right In connection with issue of any new ordinary Shares or securities convertible into additional ordinary Shares ( Additional Shares ) by the Company (except certain particular issues) prior to the IPO, the Strategic Shareholders shall be entitled to purchase a certain number of Additional Shares so that the proportion of the total ordinary Shares held by the Strategic Shareholders as against all ordinary Shares of the Company in issue is no less than relevant proportions immediately prior to the completion of the issues of Additional Shares by the Company. No More Favorable Terms Except pursuant to certain particular issues, the Company undertakes that it will not issue or agree to issue any ordinary Shares to any parties other than the Strategic Shareholders on terms more favorable than the terms on which any ordinary Shares were issued to Strategic Shareholders pursuant to the Strategic Investment Agreements prior to the IPO. Right to Nominate Directors According to the relevant Share Subscription Agreements, China Life Group and Warburg Pincus Financial International shall be entitled to nominate one Director, respectively. If the total number of Shares in the Company owned by China Life Group and Warburg Pincus Financial International are equal to or below 5% of the total outstanding Shares in the Company, respectively, China Life Group and Warburg Pincus Financial International shall procure their nominated Directors to resign and waive all of their rights and privileges as member of the Board at the earlier of the next annual general meeting of the Company or the expiry of the tenure of the Director(s). The rights of China Life Group and Warburg Pincus Financial International under the relevant Share Subscription Agreements to nominate Directors and the obligation of the Company to elect Directors shall terminate upon the listing of the Company on an eligible stock exchange (including the Hong Kong Stock Exchange). 181
Shares Transfer Restrictions The transfer by the Strategic Shareholders of their Shares shall be subject to the following restrictions: (i) Except for permitted transfers, the Strategic Shareholders shall not transfer their Shares to any person until but excluding the third anniversary of the closing date (the Lock-up Period ); (ii) The Strategic Shareholders shall not transfer or dispose of the relevant securities to any major direct competitors of the Company. However, if the Strategic Shareholders or the placing agent or a broker assisting the Strategic Shareholders in the sale cannot determine or control the capacity of the purchaser, the provisions hereof shall not restrict the Strategic Shareholders in selling any ordinary shares to the purchaser except when the Strategic Shareholders, above placing agent or other agent actually know that the purchaser is a major direct competitor or its agent. Upon listing of the ordinary Shares of the Company on one or more eligible stock exchanges, the Restricted Strategic Shareholders shall, and the Parent Companies of the Restricted Strategic Shareholders shall procure the relevant Restricted Strategic Shareholders to, send notices to the Company in advance before transferring the Shares held by them. Company s Right of First Offer If an IPO of the Company is completed before the end of the Lock-up Period and the Strategic Shareholders desire to transfer the Shares held by them to any third party to the extent permissible under the Share Subscription Agreements, they shall make an offer in writing to the Company. If the Company fails to reply in writing or refuse to repurchase the Shares within the prescribed period, the Strategic Shareholders may transfer such Shares to any other proposed transferees with terms and conditions no more favorable than those set out in the offer within a certain period after making the offer or the receipt of the offer by the Company. The Strategic Shareholders shall conduct the above procedures again before completing any share transfers in the following cases: (1) certain particular Strategic Shareholders fail to complete the transfer of such Shares to the proposed transferees during the above period; and (2) the consequent selling terms of such certain particular Strategic Shareholders are more favorable than the original ones. Conversion of Shares of Strategic Shareholders If the Company seeks to conduct a public offering of ordinary shares outside the PRC, Warburg Pincus Financial International, CSI AMC, Pantai Juara Investments, CICC Strategic Investment, Fidelidade and Goldman Sachs SSG can convert all or any part of the Shares held by them into foreign shares listed outside the PRC, subject to relevant regulatory approvals. Termination of Rights According to the Share Subscription Agreements, if any rights of the Strategic Shareholders and their parent companies conflict with the applicable laws or the listing rules of any eligible stock exchanges, or may result in the violation of relevant laws or any applicable listing rules of eligible stock exchanges by the Company, such rights shall be terminated immediately upon the listing of the Company on such eligible stock exchange. In accordance with Guidance Letter HKEx-GL43-12, all the special rights of the Strategic Shareholders described above shall terminate on the [REDACTED]. 182
Based on relevant arrangements in the above Share Subscription Agreements and as the transactions related to the Share Subscription Agreements have been completed at least 28 complete days before the Company s [REDACTED] to the Hong Kong Stock Exchange, the Joint Sponsors consider that the relevant transactions meet the requirements of the Interim Guidance on Pre-IPO Investments, Guidance Letter HKEx-GL43-12 and Guidance Letter HKEx-GL44-12. STRATEGIC COOPERATION While we signed the Share Subscription Agreements with the Strategic Shareholders, we also entered into separate Strategic Cooperation Agreements and/or MOU with each Strategic Investor and established strategic cooperation with them. According to the Strategic Cooperation Agreements and/or MOU and in order to more effectively advance the strategic cooperation, we established the Guidance Committee, the Liaison Office and working teams during the term of the agreements. The Guidance Committee will determine the specific contents of the strategic cooperation and discuss and review the overall strategy and target of the strategic cooperation. The Liaison Office will prepare the partnership plan, implement the resolutions of the Guidance Committee and assist in the coordination among the working teams. The working teams will prepare the partnership framework, manage the implementation and progress of the partnership and submit a report on the implementation to the Guidance Committee. Scope of Cooperation with Strategic Investors Corporate Strategy and Governance According to the Strategic Cooperation Agreements and/or MOU, where applicable and practicable, the Strategic Investors will offer necessary consultancy and advisory services in the development of strategies based on the requirements of the Company, share their strategic management experiences in strategic planning, objective segmentation, execution optimization and monitoring implementation with the Company, provide strategic support in the Company s establishment of corporate governance, management structure and business processes, major business industries, risks and internal control management, businesses and human resources as well as other businesses, provide advice to the Company on corporate governance matters and/or assist the Company in establishing and improving the investor relations management team, website, information management and database. In addition, according to the Warburg Strategic Cooperation Agreement, upon the agreement with the Company, Warburg Pincus can, through its wholly-owned subsidiary or its designated related parties, appoint one special strategic consultant to the Chairman during the term of the agreement and offer the Chairman consultancy services in relation to the strategic planning, overall operation and business plans of the Company. Supervision and Business Processes According to the Strategic Cooperation Agreements and/or MOU, where applicable and practicable, the Strategic Investors will share their experiences in the establishment and management of the organizational structure across businesses, regions and departments, assist the Company in optimizing the Group s management and control system, improving the organizational structure and strengthening the management of business chains based on the standard for listed companies. They will share their experiences in the design of business processes and make recommendations to optimize and restructure the business processes of the Company. They will share their financial management and 183
control experience with the Company and offer the Company necessary consultancy and advice on the improvement of the financial management and control system; and/or they will also share client management experience as well as provide the Company with suggestions on the establishment and optimization of the client management system. Key Areas of Business Cooperation 1 According to the Strategic Cooperation Agreements and/or MOU and subject to further terms to be agreed between the Company and each of the Strategic Investors from time to time as contemplated under the Strategic Cooperation Agreements and/or MOU, the Strategic Investors shall provide strategic assistance in certain cooperation areas in accordance with their respective areas of expertise and Strategic Cooperation Agreements and/or MOU, as applicable to each Strategic Investor: Distressed Asset Management Business Warburg Pincus Financial International and Goldman Sachs SSG will, where applicable and practicable, explore cooperation with the Company in the domestic and overseas distressed assets businesses and FI Distressed Assets businesses including discussing the joint establishment of a distressed asset management plan in potentially feasible ways to conduct business cooperation in the acquisition, management, operation and entrusted disposal of distressed assets and share their knowledge about the development of new financial products and strategies with the Company. They will share their experiences in product designs, investment strategies, investment processes, and capital utilization under their asset management business to improve the asset management ability of the Company. They will share their experiences in credit management, investment portfolio management and assets securitization to improve the Company s skills and capability in providing distressed asset management. They will actively participate in the reform and reorganization of SOEs within the PRC through private equity investment and comprehensive financing support. Investment and Financing Business The Strategic Investors will, where applicable and practicable, cooperate with the Company in one or more of the following areas in accordance with their respective Strategic Cooperation Agreements and/or MOU entered into with the Company: Š Š Š conducting business cooperation and sharing experiences in fund-raising, selection of projects, due diligence, decision-making and execution of projects and post-investment management to assist the Company in improving the equities investment decision-making system and the investment business pricing system and assisting the Company in establishing a systematical valuation system; sharing investment and management experiences in reorganizations, M&A financing, structural financing, leverage buyouts and mezzanine investment and financing; sharing experiences in the design, terms and arrangement, pricing, risks management and control of structural products; 1 There may be differences in the forms of cooperation between the Company and each of the Strategic Investors in the same area of business. For the avoidance of any doubt, the description of the cooperation in each area of business by the Strategic Investors is a combined summary of the cooperation between the Company and such Strategic Investors and does not mean each of such Strategic Investors will conduct all forms of cooperation mentioned therein in such line of business. 184
Š Š strengthening cooperation in equities investment funds and equities investment plans as well as consolidate and expand the cooperation in the capital market; and/or sharing resources of mature projects in the following areas: ecological agriculture, efficient agriculture, extensive agriculture, urbanization construction, scarce resources and other industries, and actively cooperate in projects through investment, joint investment and other ways. Asset Management Business China Life Group, Warburg Pincus Financial International, CSI and CICC will, where applicable and practicable, conduct cooperation with the Company regarding financial innovation in the acquisition, management, operation and entrusted disposal of FI Distressed Assets and other distressed assets; share and exchange the experiences with the Company in product designs, investment strategies, investment processes, capital utilization, investment risks control and marketing of products for the asset management business; deepen the asset management business through cooperation with the Company and the joint platform of the Company to assist the Company in further expanding assets acquisitions, management and disposals as well as other existing businesses, share the due diligence and assets pricing technologies as well as clients information and market consultancy with the Company and recommend quality targets for assets acquisition to the Company. They will also share their experiences in the private equity investment funds management, mutual funds management business and the financial management industry with the Company. Financial Services Business Warburg Pincus Financial International will, where practicable, cooperate with the Company in the consumer finance industry and share international experience in the consumer finance area in various means to assist the Company in developing specialty and training talents in the consumer finance area. Meanwhile, it will explore the overall business cooperation with the Company in areas such as consumer, auto and internet finance, including negotiation on the establishment of joint consumer finance companies, auto finance companies, auto rental companies or internet finance companies, subject to the applicable laws, regulations and policies. COFCO will, where practicable, conduct overall cooperation with the Company in equities investments, bridge financing, distressed asset management and real estate finance in developing into a food and oil products enterprise covering the full industrial chain. It will share its experience in the operation of supply chain finance, agricultural finance and special financial business and jointly develop innovative products to provide clients with all-dimensional financial services. International Business Warburg Pincus Financial International will, where practicable, help the Company in expanding overseas financial markets and provide advice on the issue of bonds, establishment of funds, capital raising, post-investment management and investment exit to the Company and its overseas subsidiaries. They will share suitable resources in the M&A business with the Company and assist the Company in expanding the assets acquisition and business cooperation opportunities in emerging and mature markets as well as offer consultancy and advice on conducting international businesses. 185
Pantai Juara Investments will, where practicable, assist the Company to expand its international businesses and advise the Company on the Company s international businesses and overseas expansion plans. Where practicable and relevant, it may recommend premium overseas investment projects to the Company to expand its clients channel and seek suitable targets for merger and acquisition in order for the Company to enter into new business service areas, and proactively assist the Company to develop new business models. Investment Banking Business CICC, Goldman Sachs SSG and CSI, will, where applicable and practicable, provide assistance to the Company in the investment banking business, including domestic and overseas sponsorship, underwriting of stocks and bonds, M&A and reorganizations and private equity investments and share their business experiences and professional skills. They will provide the Company with services related to cross-border M&A transactions of the Company based on its development demands of the Company. They will provide strategic assistance in restructuring of enterprises, listing and refinancing after listing and share business experiences in bond financing for enterprises and conduct business cooperation to provide support for the future financing plans of the Company. Insurance Business China Life Group will, where practicable, conduct cooperation with the Company in the insurance business, including conducting in-depth research on the application of insurance capital and achieving the reasonable investment and effective application of insurance capital through asset management plans, trusts and other ways, and will cooperate in developing innovative financial products. They will conduct in-depth research on cooperation in the assets insurance industry and cooperate in products and services in the vehicle renting and insurance sectors, and actively recommend clients with business demands to each other. They will also establish cooperation models in insurance agency businesses and other key business industries. It will share extensive client resources accumulated in the industry and assist the Company in exploring new client resources as well as actively recommend clients with demands in securities, futures, funds and trust business to the Company. Other Businesses In addition, each Strategic Investor will, where applicable and practicable, cooperate with the Company in commercial property investments, hotel operations, property development, project engineering, securities and futures, funds, trusts and other business areas based on their own business advantages. Risk Management and Internal Control The Strategic Investors will, where applicable and practicable, share their advanced experience in risk management with the Company, assist the Company regarding the establishment of a comprehensive risk management program that matches the Company s characteristics and management requirements on a group company and assist the Company to design the risk management system, processes, risk management appraisal indicators and risk management information system. They will, where applicable and practicable, share their experiences in internal controls with the Company and offer necessary consultancy and advice in establishing a complete internal controls system, including but not limited to optimization of the internal auditing system and compliance 186
management system. They will, where applicable and practicable, also share their experiences in risk exposure management and overall limit management based on particular industries, products and clients, including restrictions of limit approval and controls over the approvals process, to provide consultancy and advice on the establishment of a regulatory compliance program on the policies, processes and risk measurement for connected transactions to the Company. Human Resources and Training Warburg Pincus Financial International, CSI, Pantai Juara Investments, CICC, Fosun International and/or Goldman Sachs SSG will, where applicable and practicable, maintain regular strategic interactions with the senior management of the Company, including but not limited to conducting visits between the management of both parties, holding regular forums on development strategies and businesses by the management of both parties and inviting the management of the Company to professional forums of constructive significance. Based on actual demands of the Company, both parties will cooperate in preparing detailed training plans and a regular training system to provide the staff of the Company at all levels with special training as well as training support by various means, including training classes, training lectures, discussions and communications, field trips and visits. Establishment of Information System China Life Group, Warburg Pincus Financial International, CSI, Pantai Juara Investments, CICC, COFCO and/or Fosun International will, where applicable and practicable, share their advanced experience in the management of information technology system and offer consultancy and suggestions to improve the Company s IT governance structure, including improving the function of the information technology system, providing the Company with strategic planning on the information technology system and consultancy services on the information technology system as well as preparing plans on the improvement of the information technology system. The above Strategic Investors will, where applicable and practicable, share their advanced experience in the back up recovery support system of financial enterprises with the Company, provide the Company with consultancy and advice on optimizing the management system and system establishment in key areas and help the Company boost the strength of the information technology supporting system, including advancing the integration of technology and business and establishing an infrastructure platform which provides comprehensive financial services to customers. Current Cooperation Progress As at the Latest Practicable Date, we have made substantive progresses with the Strategic Investors, including: Exchange Visits and Communications between Senior Management Since September 2014, the Chairman and other members of the senior management of the Company have held various meetings with the senior management of the Strategic Investors and exchanged their views on the macro economic conditions, industry prospects, the development strategies of their companies and other important issues. 187
Business Communication and Cooperation Relevant departments of the Company and its subsidiaries have held a number of meetings with the Strategic Investors and/or their subsidiaries or affiliates since 2014, regarding investment banking businesses, investment and financing businesses, international businesses and information technology and conducted cooperation in some areas. The Company has communicated with a Strategic Investor for many times on the application of insurance capital and has successfully conducted financing business with it. Several Strategic Investors have participated in the domestic and overseas financing activities of the Company as lead underwriters, bookrunners or investors. The International Business Department of the Company has communicated and negotiated with certain Strategic Investors for many times on cooperation projects of private equity funds and for a certain project, funds were already contributed. The Company has also proactively discussed with a Strategic Investor to establish a consumer finance company and a number of meetings with the Strategic Investor and relevant regulatory authorities and governmental departments were held. At the subsidiary level, the Strategic Investors have communicated with the subsidiaries of the Company, including Huarong Securities, Huarong Financial Leasing, Huarong Xiangjiang Bank, Huarong Yufu and Huarong Real Estate, regarding investment and financing businesses, investment banking business, and real estate business, and they have conducted successful cooperations in various business areas. Training In 2015, the Company has communicated with the Strategic Investors for many times on a number of training cooperation projects, and held various trainings through seminars, lectures and other ways in cooperation with certain Strategic Investors. Such trainings covered areas including corporate strategies, corporate governance and corporate management, with trainees including major officers, key business personnel and middle-level management of the Company. Cooperation on Information Technology The information technology department of the Company has exchanged ideas with a Strategic Investor on post-investment project management system, and corporate cooperative operation and management. In particular, it has communicated with a Strategic Investor on the introduction of corporate cooperative tools. 188