In this document, unless the context otherwise requires, the following expressions have the following meanings: Articles or Articles of Association the amended and restated articles of association of our Company (as amended from time to time), adopted on [22 June 2018] with effect from the, a summary of which is set out in Appendix III to this document associate(s) has the same meaning as defined in the GEM Listing Rules Board the board of Directors Business Day or business day any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong are generally open for normal banking business BVI the British Virgin Islands Capitalisation Issue the issue of Shares made upon capitalisation of certain sums standing to the credit of the share premium account of our Company as referred to in the paragraph headed A. Further information about our Company 4. Resolutions in writing of our sole Shareholder passed on [22 June 2018] under the section headed Statutory and general information in Appendix IV to this document 11
Chairman close associate(s) Companies Law or Cayman Companies Law Companies Ordinance chairman of our Board has the meaning ascribed to it under the GEM Listing Rules the Companies Law (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Companies (WUMP) Ordinance the Companies (winding up and miscellaneous provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Company Metropolis Capital Holdings Limited, a company incorporated in the Cayman Islands on 29 June 2017 as an exempted company with limited liability under the Companies Law connected person(s) Controlling Shareholder(s) Deed of Indemnity has the same meaning as defined in the GEM Listing Rules has the meaning ascribed to it in the GEM Listing Rules and unless the context requires otherwise, collectively refers to View Art and Mr. Chau David the deed of indemnity dated [22 June 2018] and entered into between our Controlling Shareholders and our Company (for itself and for the benefit of our subsidiaries), particulars of which are set out in the paragraph headed F. Other information 1. Tax and other indemnity under the section headed Statutory and general information in Appendix IV to this document 12
Deed of Non-competition Director(s) the deed of non-competition dated [22 June 2018] and executed by our Controlling Shareholders in favour of our Company, particulars of which are set out in the paragraph headed Deed of Non-competition under the section headed Relationship with Controlling Shareholders in this document the director(s) of our Company E-Leasing System an enterprise resource planning (ERP) information technology system used by our Company to control the overall vehicle finance lease operation GEM GEM Listing Rules GEM operated by the Stock Exchange the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time Group, our Group, we, our and us Heading Century or Industry Expert our Company and our subsidiaries at the relevant time or, where the context so required, in respect of the period before our Company became the holding company of our present subsidiaries, the present subsidiaries of our Company and the businesses carried on by such subsidiaries or (as the case may be) their predecessors Beijing Heading Century Consulting Co. Ltd* ( ), an Independent Third Party 13
HK$ and cents Hong Kong Hong Kong dollars and cents respectively, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC IAS IASB IFRS Independent Third Party(ies) Industry Report Latest Practicable Date International Accounting Standards International Accounting Standards Board International Financial Reporting Standards an individual(s) or a company(ies) who or which is/are independent of and not connected with (within the meaning of the GEM Listing Rules) our Company or its connected persons an industry research report issued by Heading Century as commissioned by the Company as referred in the section headed Industry overview in this document 14 March 2018, being the latest practicable date prior to the printing of this document for ascertaining certain information contained in this document Listing Division Main Board Memorandum of Association the listing division of the Stock Exchange the main board operated by the Stock Exchange the amended and restated memorandum of association of our Company (as amended from time to time), adopted on [22 June 2018] with effect from the, a summary of which is set out in Appendix III to this document 14
Metropolis Asia Metropolis Asia Ltd., a limited liability company incorporated in the BVI on 25 May 2009 and a direct wholly-owned subsidiary of our Company Metropolis Hong Kong Metropolis International Investment Holding (Hong Kong) Company Limited ( ( ) ), a limited liability company incorporated in Hong Kong on 18 June 2009 and an indirect whollyowned subsidiary of our Company Metropolis Leasing MOFCOM Mr. Chau David Ms. Chau On NPC Metropolis International Leasing Co., Ltd.* ( ), a limited liability company established in the PRC on 20 October 2009 and an indirect whollyowned subsidiary of our Company Ministry of Commerce of the PRC ( ) Mr. Chau David (alias Mr. Chow Tai Lik) ( ), our Chairman, chief executive officer, executive Director and one of our Controlling Shareholders Ms. Chau On ( ), our non-executive Director and the mother of Mr. Chau David National People s Congress of the PRC ( ) 15
PBOC People s Bank of China ( ) PRC or China PRC Legal Advisers the People s Republic of China and for the purposes of this document, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan DeHeng Law Offices (Shenzhen), the legal advisers of our Company as to PRC law 16
Reorganisation RMB SAFE SFC the reorganisation arrangements undergone by our Group in preparation for the, which is more particularly described in the section headed History, reorganisation and corporate structure in this document Renminbi, the lawful currency of the PRC the State Administration of Foreign Exchange of the PRC ( ) the Securities and Futures Commission of Hong Kong 17
SFO Share(s) the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time ordinary share(s) having a par value of HK$0.01 each in the share capital of our Company Shareholder(s) Share Option Scheme SME holder(s) of the Shares the share option scheme conditionally adopted by our Company on [22 June 2018], the principal terms of which are summarised in the paragraph headed E. Share Option Scheme under the section headed Statutory and general information in Appendix IV to this document small and medium-sized enterprise Sole Sponsor Stock Exchange subsidiary(ies) Substantial Shareholder(s) Octal Capital Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, appointed as the sponsor to the The Stock Exchange of Hong Kong Limited has the meaning ascribed thereto under the Listing Rules has the meaning ascribed thereto under the Listing Rules and, in the context of our Company, refers to the entities disclosed in the section headed Substantial shareholders in this document or, where the context so requires, any one of them Takeovers Code the Codes on Takeovers and Mergers and Share Repurchases issued by the SFC, as amended, supplemented or otherwise modified from time to time Track Record Period collectively, the years ended 31 December 2016 and 2017 18
US$ or U.S. dollar United States dollar, the lawful currency of the United States of America View Art View Art Investment Limited, a limited liability company incorporated in the on 28 September 2007 and wholly owned by Mr. Chau David and one of our Controlling Shareholders Xinren Leasing Xinren Finance Leasing (Shanghai) Co., Ltd.* ( ( ) ), a limited liability company established in the PRC on 16 June 2014, an indirect wholly-owned subsidiary of our Company prior to its deregistration on 30 October 2017 Xin You Xin You (Cangzhou) Real Estate Development Co., Ltd* ( ( ) ), a company established in the PRC on 13 August 2010, indirectly owned as to 20% and 80% by Ms. Chau On and Mr. Chow Chuen Chung, the father of Mr. Chau David, the legal representative and chairman of the board of which as at the Latest Practicable Date is Mr. Chau David, and the vice chairman of the board of which is Ms. Chau On % per cent * For identification purposes only Certain amounts and percentage figures included in this document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. Unless otherwise specified, all times refer to Hong Kong time and references to years in this document are to calendar years. 19