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DENWAY MOTORS LIMITED

駿威汽車有限公司
(incorporated in Hong Kong with limited liability)
Website: http://www.denway-motors.com
(Stock code: 203)
CONTINUING CONNECTED TRANSACTION
SUPPLY OF MOTOR VEHICLE PRODUCTS

On 29 January 2008, Guangzhou Honda No. Sales and Guangzhou GABC entered into
the Master Agreement in relation to the supply of Motor Vehicle Products.
Since GAC is the intermediate controlling shareholder of the Company and Guangzhou
GABC is the indirect non wholly-owned subsidiary of GAC, Guangzhou GABC is a
connected person of the Company under the Listing Rules. Accordingly, the Transaction
constitutes a continuing connected transaction for the Company pursuant to Rule 4A.34
of the Listing Rules. As the aggregate annual consideration to be received by the Group
under the Transaction does not exceed 2.5%, the Company is only subject to the reporting
and announcement requirements under Rules 4A.45 to 4A.47 of the Listing Rules and is
exempt from the independent shareholders’ approval requirements.
THE MASTER AGREEMENT

Date
29 January 2008
Parties
. Guangzhou Honda No. Sales; and
2. Guangzhou GABC
Duration
The Master Agreement is for a term from 29 January 2008 to 3 December 2008 unless either
party terminates the agreement by giving at least one month’s written notice to the other
party.

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Subject matter
Under the Master Agreement, Guangzhou Honda No. Sales agrees to supply and Guangzhou
GABC agrees to purchase Motor Vehicle Products during the term of the Master Agreement
pursuant to the particular terms and conditions of the relevant contract(s) to be entered into
from time to time.
The quantity and specification of Motor Vehicle Products to be supplied by Guangzhou
Honda No. Sales to Guangzhou GABC will be subject to agreement between the parties
from time to time. The unit price of the Motor Vehicle Products payable by Guangzhou
GABC to Guangzhou Honda No. Sales will be based on the unit price of the Motor Vehicle
Products offered to third party customers as stated on the price list of Guangzhou Honda
No. Sales. The consideration in respect of each transaction will be satisfied in cash in a
lump sum payment upon delivery of the Motor Vehicle Products
Annual Cap
The Company estimates that the annual cap amount of Motor Vehicle Products to be supplied
to Guangzhou GABC under the Master Agreement will be RMB4,500,000 (approximately
HK$5,76,000) for the financial year ending 3 December 2008. The annual cap is
determined with reference to the estimated number of Motor Vehicle Products to be supplied
by Guangzhou Honda No. Sales to Guangzhou GABC for the financial year ending 3
December 2008, the unit price of the Motor Vehicle Products offered to third party customers
of Guangzhou Honda No. Sales and the number of motor vehicles to be purchased for the
car leasing business of Guangzhou GABC.
REQUIREMENTS OF THE LISTING RULES

Since GAC is the intermediate controlling shareholder of the Company and Guangzhou GABC
is the indirect non wholly-owned subsidiary of GAC, Guangzhou GABC is a connected person
of the Company under the Listing Rules. Accordingly, the Transaction constitutes a continuing
connected transaction for the Company pursuant to Rule 4A.34 of the Listing Rules. As the
aggregate annual consideration to be received by the Group under the Transaction does not
exceed 2.5%, the Company is only subject to the reporting and announcement requirements
under Rules 4A.45 to 4A.47 of the Listing Rules and is exempt from the independent
shareholders’ approval requirements.
REASONS FOR AND BENEFITS OF THE MASTER AGREEMENT

The Transactions are expected to be of a recurrent nature and will occur on a regular and
continuing basis in the ordinary and usual course of business of the Group. The entering
into of the Master Agreement would enable the Group to regulate the supply of the Motor
Vehicle Products to Guangzhou GABC under a common framework agreement.
The Directors (including the independent non-executive Directors) consider that the terms of
the Master Agreement have been negotiated on an arm’s length basis, on normal commercial
terms, in the ordinary and usual course of business of the Company and the terms thereof
and the annual cap are fair and reasonable and are in the best interests of the Group and
the Shareholders as a whole.

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INFORMATION ON THE PARTIES

The Company is an investment holding company. The principal activities of the Group include
the manufacturing, assembly and trading of motor vehicles, the manufacturing and the trading
of automotive equipment and parts in the PRC and the manufacturing and trading of audio
equipment in Hong Kong.
Guangzhou Honda No. Sales is principally engaged in the trading of motor vehicles.
Guangzhou GABC is principally engaged in the sales of second hand motor vehicles and
parts of motor vehicles, lease of motor vehicles and provision of motor vehicles technology
consultation services.
DEFINITIONS

Unless the context otherwise requires, the following terms shall have the meanings set out
below:
“Company” Denway Motors Limited (駿威汽車有限公司 ), a company incorporated
in Hong Kong with limited liability and the issued shares of which
are listed on the main board of the Stock Exchange
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” director(s) of the Company
“GAC” 廣州汽車集團股份有限公司 (Guangzhou Automobile Group Co. Ltd.),
the intermediate controlling shareholder of the Company, which is
the holding company of China Lounge Investments Limited, the
immediate controlling shareholder of the Company
“Group” the Company and its subsidiaries
“Guangzhou GABC” 廣州廣汽商貿汽車服務有限公司 (Guangzhou GABC Automobile Services
Company Limited), a limited liability company incorporated in the
PRC and is indirectly non wholly-owned by GAC
“Guangzhou Honda
No. Sales”
廣州本田汽車第一銷售有限公司 (Guangzhou Honda Automobile No.
Sales Company Limited), a limited liability company incorporated in
the PRC and is owned as to 5% equity interest by the Company
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Master Agreement” the master agreement dated 29 January 2008 entered into between
Guangzhou Honda No. Sales and Guangzhou GABC
“Motor Vehicle
Products”
Accord, Fit, City, Odyssey and related accessories
“PRC” the People’s Republic of China
“Shareholders” the shareholders of the Company
“Stock Exchange”
Sales to Guangzhou GABC pursuant to the Master Agreement
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“RMB” Renminbi, the lawful currency of the PRC
Unless otherwise stated, the conversion of Renminbi into Hong Kong dollars is based on
the exchange rate of RMB0.9226 = HK$1. Such conversion should not be construed as a
representation that the amount in question has been, could have been or could be converted at
any particular rate at all.
As at the date of this announcement, the Directors are:
Executive Directors
Mr. ZHANG Fangyou, Mr. LU Zhifeng, Mr. YANG Dadong, Mr. ZENG Qinghong, Mr.
ZHANG Baoqing and Mr. FU Shoujie.
Independent non-executive Directors
Mr. CHEUNG Doi Shu, Mr. LEE Ka Lun and Mr. FUNG Ka Pun.
By order of the Board
Denway Motors Limited
Zhang Baoqing
Managing Director
Hong Kong, 30 January 2008
for identification purpose only