10:07 INTL BK OF ASIA<00636> - Announcement (4) The Directors of the Company consider that entering into the Business Co-operation Agreements will give the Company and IBA Credit better access to Taiwanese individuals and corporate entities with business interests in Hong Kong and who require banking and financial related services in Hong Kong. Further, the Company's customers with business interests in Taiwan will, under the IBA/Taipei Fubon Business Co-operation Agreement, have greater access to Taiwanese banking and financial related services. This will also generate fee income for the Company. Therefore, the Directors consider it to be beneficial to the Company to enter into the Business Co-operation Agreements to which it is a party. The terms of the Business Co-operation Agreements have been reached after arms length negotiations between the parties thereto. The Directors of the Company (including the independent non-executive Directors) are of the view that the terms of the Business Co-operation Agreements are entered into in the ordinary and normal course of business of the Company, on normal commercial terms and that they are fair and reasonable and in the interests of the Company and the shareholders as a whole. 3. REQUIREMENTS OF THE LISTING RULES The Business Co-operation Agreements and the provision of the Services thereunder constitute continuing connected transactions of the Company under Rule 14A.14 of the Listing Rules. The Directors of the Company expect that the annual aggregate consideration payable by (a) the Company and IBA Credit to the Fubon Group and (b) Taipei Fubon to the Company, in respect of the Services under the Business Co-operation Agreements will exceed the threshold stipulated under Rule 14A.33(3) of the Listing Rules but will not exceed either (a) 25% of the applicable ratios under Rule 14.07 of the Listing Rules, or (b) HK$10,000,000, as set out in Rule 14A.34(2) of the Listing Rules. Accordingly, the above-mentioned transactions will be subject to the reporting and announcement requirements under Rules 14A.46 to 14A.47 of the Listing Rules but will not require approval by the independent shareholders of the Company. If the annual aggregate consideration payable by (a) the Company and IBA Credit to the Fubon Group and (b) Taipei Fubon to the Company, under the Business Co-operation Agreements should reach or exceed the thresholds set out in Rules 14A.34(2) of the Listing Rules, approval by the independent shareholders of the Company will be sought. This announcement is made for the purpose of, inter alia, satisfying the announcement requirements stipulated under Rule 14A.47 of the Listing Rules in respect of the Business Co-operation Agreements and the transactions contemplated thereunder. Further, the Directors of the Company expect that the annual aggregate consideration payable by (a) the Company and IBA Credit to the Fubon Group and (b) Taipei Fubon to the Company, under the Business Co-operation Agreements will not exceed 5% of the applicable ratios under Rule 14.07 of the Listing Rules. Therefore, the above-mentioned transactions will not be discloseable transactions (as defined in Rule 14.06(2) of the Listing Rules) for the purposes of Chapter 14 of the Listing Rules. Details of the Business Co-operation Agreements will be included in the annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules and the Company will also comply with Rules 14A.37 to 14A.40 of the Listing Rules.