09:16 GREAT WALL AUTO<02333> - Announcement (3) Consideration Maximum RMB64 million, being the cap amount for the year ending 31 December 2005, has been determined by taking into account the nature and quantity of automobile components that may be required by Tianqi Meiya and the estimated aggregate amount of all transactions contemplated between the Company and Tianqi Meiya for the year 2005. The substantial increase in the cap as compared against the actual amount is based on the purchase plan of Tianqi Meiya as supplied by Tianqi Meiya. The Company understands that Tianqi Meiya has based its estimation on its forecast of the market demand for the year ending 31 December 2005. Tianqi Meiya has always paid for its orders by cheque upon delivery and will continue to do so. No framework agreement was entered into for the years ended 31 December 2002 and 2003. As announced by the Company on 7 June 2004, Tianqi Meiya and the Company entered into a similar framework agreement for the year ended 31 December 2004 on 7 June 2004 with a maximum cap set at RMB90 million. There were no transactions between the Company and Tianqi Meiya for the years ended 31 December 2002 and 2003. Transactions between Tianqi Meiya and the Company commenced in January 2004 and the aggregate transaction amount between the Company and Tianqi Meiya for the year ended 31 December 2004 was RMB13,250,000, being 0.42% of the turnover of the Company. The aggregate amount of transactions between Tianqi Meiya and the Company since 1 January 2005 constitute de minimis transactions as each of the applicable percentage ratios (other than the profits ratio) is on an annual basis less than 0.1%. BAODING TAI HANG AGREEMENT On 27 May 2005, the Company and Baoding Tai Hang entered into the Baoding Tai Hang Agreement. Parties The Company and its subsidiaries (as the consumer) and Baoding Tai Hang (as the service provider). Relationship Baoding Tai Hang is a company wholly-controlled by * (Mr. Wei Jian Jun) who is a director of the Company through other companies controlled by him. As such Baoding Tai Hang is a connected person (as defined under the Listing Rules) of the Company. Terms The Company and its subsidiaries, on one part, and Baoding Tai Hang, on the other part, entered into the Baoding Tai Hang Agreement to set out the principal terms for the provision of buildings construction services by Baoding Tai Hang to the Company and its subsidiaries. The construction fees payable by the Company and its subsidiaries to Baoding Tai Hang shall not be more than the price that the Company and its subsidiaries will be charged for similar services provided by Independent Third Parties. The particulars of each transaction contemplated under the Baoding Tai Hang Agreement such as specifications, selection of building materials, price, quality, warranties and payment will be determined by the parties based on the principles set out in the Baoding Tai Hang Agreement. The aggregate value of all transactions under this Baoding Tai Hang Agreement for the year ending 31 December 2005 is not to exceed the maximum cap stated below. The Baoding Tai Hang Agreement will expire on 31 December 2005 (subject to renewal by agreement of the parties). Consideration Maximum RMB25 million, being the cap amount for the year ending 31 December 2005, has been determined by taking into account the size and scale of the estimated facility and auxiliary facilities required to be built in accordance with the business development plan of the Company for the year ending 31 December 2005. The estimated cap has been determined by taking into account the size and scale of the estimated facility and auxiliary facilities required to be built in accordance with the business development plan of the Company for the year ending 31 December 2005. The Company has always paid for Baoding Tai Hang's construction