THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Inspur International Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser

A letter from the Board is set out on pages 4 to 14 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders is set out on pages 15 to 16 of this circular. A letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 28 of this circular.

A notice convening an Extraordinary General Meeting (“EGM”) of Inspur International Limited to be held at Meeting Room no. 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC on Friday, 8 May 2020 at 10:00 a.m. is set out on pages 36 to 37 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

16 April 2020

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter From the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter From the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter From the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

−i −

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“associate(s)”

has the meaning ascribed thereto under the Listing Rules

“Board”

the board of Directors

“Company”

Inspur International Limited (浪潮國際有限公司), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 596)

“connected person(s)”

has the meaning ascribed thereto under the Listing Rules

“controlling shareholder”

has the meaning ascribed thereto under the Listing Rules

“Deposit Services”

the deposit services to be provided by Inspur Finance to the Group under the Framework Financial Services Agreement

“Director(s)”

the director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be convened and held for approving, amongst other things, the Framework Financial Services Agreement (including the Proposed Annual Caps) and the transaction

“Framework Financial Services Agreement”

the agreement entered into between the Company and Inspur Finance on 27 February 2020, pursuant to which Inspur Finance will provide several categories of financial services to the Group

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”
“Independent Financial Adviser” or “Amasse Capital Limited”

an independent committee of the Board, comprising all of the independent non-executive Directors, established by the Company to advise the Independent Shareholders on the Framework Financial Services Agreement (including the Proposed Annual Caps) Amasse Capital Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activity under the SFO

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DEFINITIONS

“Inspur Finance” Inspur Group Finance Limited (浪潮集團財務有限公司*), a limited company incorporated in PRC and directly non-wholly owned by IPG “Independent Shareholders” Shareholders other than IPG and its associates, who are required under the Listing Rules to abstain from voting at the EGM “Independent Third Party” a third party who is independent of the Company and its connected persons “IPG” Inspur Group Limited (浪潮集團有限公司), which is a company incorporated in the PRC and through its wholly owned subsidiaries being the controlling shareholder of the Company, interested in approximately 54.58% of the existing issued ordinary shares of the Company

“Latest Practicable Date” 14 April 2020, being the latest practicable date prior to printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Loan Facility Services” the loan facility services to be provided by Inspur Finance to the Group under the Framework Financial Services Agreement
“Other Financial Services” other financial services such as adviser services, consulting services and agency services, etc. to be provided by Inspur Finance to the Group under the Framework Financial Services Agreement
“PRC” or “China” the People’s Republic of China

“Proposed Annual Caps” the proposed annual caps for the three years ending 31 December 2022 for Deposit Services “RMB” Renminbi, the lawful currency of PRC “Settlement Services” The settling related services to be provided by Inspur Finance to the Group under the Framework Financial Services Agreement “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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DEFINITIONS

“Share(s)”	ordinary shares	of HK$0.01 each in the share	of HK$0.01 each in the share	of HK$0.01 each in the share	capital	of
	the Company
“Shareholder(s)”	holder(s) of the	Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the meaning	ascribed	to it	under the Listing Rules
“US$”	United States	Dollars,	the	lawful currency	of	the
	United States
“%”	per cent

The English translation of certain Chinese names or words in this circular is included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

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LETTER FROM THE BOARD

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

Executive Directors :

Mr. Wang Xingshan (Chairman) Mr. Lee Eric Kong (Chief Executive Officer) Mr. Jin Xiaozhou, Joe

Non-executive Director :

Registered office : Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Mr. Dong Hailong

Independent non-executive Directors :

Ms. Zhang Ruijun Mr. Wong Lit Chor, Alexis Mr. Ding Xiangqian

Head office and principal place of business in Hong Kong : Flat B & C, 30/F. Tower A, Billion Centre 1 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

16 April 2020

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

BACKGROUD

Reference is made to the announcement of the Company dated 9 May 2017 in relation to, inter alia , the establishment of Inspur Finance. As at the Latest Practicable Date, Inspur Finance is duly established and existing in Shandong province, PRC and is principally engaged in providing financial services business in PRC.

On 27 February 2020, the Company entered into the Framework Financial Services Agreement with Inspur Finance, pursuant to which Inspur Finance agrees to provide several categories of financial services including Deposit Services, Loan Facility Services, Settlement Services, and Other Financial Services on a non-exclusive basis to the Group for a term of three years ending on 31 December 2022.

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LETTER FROM THE BOARD

MAJOR TERMS OF THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

Date:

27 February 2020 (after trading hours)

Parties:

(a) the Company; and
(b) Inspur Finance

Under the Framework Financial Services Agreement, Inspur Finance will provide Deposit Services, Loan Facility Services, Settlement Services, and Other Financial Services to the Group. The Framework Financial Services Agreement will come into effect upon all necessary consent and approval having been obtained by the parties (including the independent shareholders’ approval of the Company at the EGM).

Deposit Services

The Company will open a deposit account in Inspur Finance and place time deposit or demand deposit into the account. The deposit interest rates offered by Inspur Finance to the Group shall be benchmarked against the deposit interest rates promulgated by the People’s Bank of China from time to time and the deposit interest rates offered by six major cooperative commercial banks of the Group, namely Industrial and Commercial Bank of China, China Construction Bank, Bank of Communication, Agricultural Bank of China, Bank of China and China Merchants Bank (the “ Comparable Banks ”) in the same period and of the same type. The finance department of the Group will review and compare the deposit interest rates offered by the People’s Bank of China and the Comparable Banks and then report to Chief Financial Officer of the Company in a quarterly manner, and the Company will negotiate with Inspur Finance to determine the deposit interest rates at a level not lower than the highest among these benchmark deposit interest rates.

The deposit interest rates offered by Inspur Finance is expected to be in the range of 1.43% to 3.85% per annum for fixed deposit and 1.50% to 1.61% per annum for agreed deposit, the level of which is in line with the existing deposit interest rates offered by other PRC commercial banks.

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LETTER FROM THE BOARD

Proposed Annual Caps

The proposed annual caps in respect of the maximum daily deposit balance (including any interest accrued therefrom) with Inspur Finance under the Deposit Services is as follows:

Period	Deposit amount *(RMB)*
From the effective date of the Framework Financial	500,000,000
Services Agreement to 31 December 2020
From 1 January 2021 to 31 December 2021	500,000,000
From 1 January 2022 to 31 December 2022	500,000,000

By the Latest Practicable Date, the Group had not engaged Inspur Finance for providing any kind of financial services. Therefore, there were no relevant historical transaction figures to be disclosed or made reference to.

The cash and cash equivalent of the Group for the financial year ended 31 December 2017 and 31 December 2018 and six months ended 30 June 2019 amounted to HK$1,391,022,000, HK$865,181,000 and HK$758,172,000 respectively. The net cash flow generated from operating activities of the Group is expected to grow in the coming three years as the business scale of management software, cloud services, and internet of things will continue to expand, which will increase the demand for deposit services.

(i) Cash and cash equivalent of the Group : the cash and cash equivalent of the Group decreased by approximately 37.8% from approximately HK$1,391,022,000 for the year ended 31 December 2017 to HK$865,181,000 for the year ended 31 December 2018. The level of cash and cash equivalent of the Group during the period remains higher than the Proposed Annual Caps;
(ii) Net cash generated from operating activities : the Group’s net cash generated from operating activities increased by approximately 237% from approximately HK$77,010,000 for the year ended 31 December 2017 to approximately HK$259,862,000 for the year ended 31 December 2018;
(iii) Historical deposit interest rates : it is anticipated that the interest income generated under the Deposit Services would increase as compared to that generated from other commercial banks in PRC, which attracts the Group into depositing more cash with Inspur Finance; and
(iv) Expected cash flow : it is anticipated that the cash flow movement of the Group for the three years ending 31 December 2022 will be increased having considered the business operations needs and expected development of the Group.

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LETTER FROM THE BOARD

Having considered the above factors, the Group will deposit a portion of its cash balance with Inspur Finance with a view to safeguard risk management and liquidity management practices yet maximizing the benefit from higher deposit interest rates. The Board is of the view that the Proposed Annual Caps would be sufficient to meet its business needs. The Board is also of the view that the way the Proposed Annual Caps is determined and the level of which to be fair and reasonable.

Loan Facility Services

Inspur Finance will provide Loan Facility Services to the Group from time to time under the Framework Financial Services Agreement. The aggregate outstanding amount under the Loan Facility Services shall not be more than RMB500,000,000 and the interest rates shall not be higher than those for the major PRC commercial banks at the same period. Since the loan facility to be provided by Inspur Finance to the Company are on normal commercial terms which are similar to or even more favourable than those offered by other major commercial banks in the PRC, and that no security over the assets of the Company will be granted in respect of the loan services, the loan services are exempt under Rule 14A.90 of the Listing Rules from all reporting, announcement and independent shareholders’ approval requirements.

The Directors (including the independent non-executive Directors) consider that the Loan Facility Services to be provided under the Framework Financial Services Agreement are fair and reasonable and in the interests of the Shareholders as a whole.

Settlement Services

Inspur Finance shall, at the request of the Group, provide payment, settlement, collection, transfer, remittance and other related services to the Group. It is agreed that the range of fees charged by Inspur Finance on the Settlement Services will be free of charge for the three years ending 31 December 2022, which is much favourable than the rates offered by the People’s Bank of China and other PRC commercial banks.

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the settlement fees payable by the Group to Inspur Finance for the provision of the Settlement Services under the Framework Financial Services Agreement will fall within the de minimis threshold of less than 0.1% as stipulated under Rule 14A.76(1) of the Listing Rules. The Company will comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules if the fees payable by the Group to Inspur Finance for the provision of the Settlement Services under the Framework Financial Services Agreement exceed the relevant de minimis threshold.

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LETTER FROM THE BOARD

Other Financial Services

Apart from the Deposit Services, Loan Facility Services, and Settlement Services, Inspur Finance shall from time to time, at the request of the Group, provide other financial services (other than the Deposit Services, the Loan Facility Services and the Settlement Services) including financial advisory and consulting services, credit authentication, agency and entrust investment which are fall within the business scope of Inspur Finance. The service fees to be charged by Inspur Finance shall not be higher than (i) the charging rate for the similar other financial services published by the People’s Bank of China at the same period; or (ii) the charge fees of most PRC commercial banks for providing similar financial services at the same period.

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the fees payable by the Group to Inspur Finance for the provision of the Other Financial Services under the Framework Financial Services Agreement will fall within the de minimis threshold of less than 0.1% as stipulated under Rule 14A.76(1) of the Listing Rules. The Company will comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules if the fees payable by the Group to Inspur Finance for the provision of Other Financial Services under the Framework Financial Services Agreement exceed the relevant de minimis threshold.

It is expected that the range of service fees charged by Inspur Finance on the Other Financial Services will be in line with the rates offered by the People’s Bank of China and other PRC commercial banks. The aggregate service fees charged by Inspur Finance under the Other Financial Services shall be not more than RMB2,000,000 per year.

The Board is of the view that the Settlement Services and the Other Financial Services shall not be aggregated on the basis that although both of Settlement Services and the Other Financial Services involve payment from the Group to Inspur Finance, the nature of services provided under the Settlement Services and the Other Financial Services are in substance different from each other. The Settlement Services involve clearing and settlement of receivables and payables with third party through Inspur Finance whereas the Other Financial Services involve rendering of advisory and financial services other than placing deposit, providing loan facility and settlement services.

Internal Control on Pricing

The Company has adopted the following monitoring and internal control measures to monitor the pricing standard and ensure the terms of the Framework Financial Services Agreement are fair and reasonable:

1. Day-to-day management by the finance department of the Company : The finance department of the Company is responsible for the day-to-day management of the financial services contemplated under the Framework Financial Services Agreement, including but not limited to:

a. preparing, adjusting and disseminating of budget for the financial services;

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LETTER FROM THE BOARD

b. supervising, reviewing and assessing the pricing standard, execution and implementation of the financial services;
c. monitoring the balance of the deposits placed with Inspur Finance on a daily basis to ensure the maximum daily deposit balance will not exceed the Proposed Annual Caps. The Company will put into place a threshold reporting system under which Inspur Finance will be required to alert the finance department of the Company upon the amount of bank deposit reaching the threshold of RMB1,000,000 or its multiple. In the event that the finance department anticipates that the balance of the deposits placed with Inspur Finance will exceed the Proposed Annual Caps, the Group will not deposit further amount with Inspur Finance.

2. Annual review by the independent non-executive Directors: The independent non-executive Directors of the Company will carry out annual review on the Framework Financial Services Agreemnet the transactions thereunder, and confirm that such transactions are (a) entered into in the ordinary course of business of the Group; (b) on normal commercial terms or better; and (c) the terms that are fair and reasonable, and in the interests of the shareholders as a whole.

3. Annual review and confirmation by the auditor: The auditor of the Company will review the continuing connected transactions of the Company annually and confirms to the Board that nothing has come to its attention that causes it to believe that such transactions (a) have not been approved by the Board; (b) were not, in all material respects, in accordance with the pricing policies provided in the agreements governing such transactions; (c) were not entered into, in all material respects, in accordance with the agreements governing such transactions; and (d) have exceeded the applicable respective proposed annual caps.

By adopting the policy set out above, the Company will ensure that (i) the interest rate payable for the Company’s deposits shall not be lower than the highest deposit interest rates offered by the People’s Bank of China and the Comparable Banks in the same period and of the same type; and (ii) the interest rates for Loan Facililty Services and the fees for the Settlement Services and Other Financial Services to be charged by Inspur Finance shall not be higher than those charged by the People’s Bank of China and other commercial banks for providing comparable services in the PRC; and (iii) the financial transactions under the Framework Financial Services Agreement are conducted on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Reasons for and Benefits of Entering into the Framework Financial Services Agreement

Before entering into the Framework Financial Services Agreement, the Board has considered the reasons and benefits including the following:

The interest rates on deposits and loans under the Deposit Services and Loan Facility Services, and the service fees for Settlement Services and the Other Financial Services to be offered by Inspur Finance to the Group will be equal to or more favourable than those offered by other independent commercial banks in the PRC in respect of comparable services.

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LETTER FROM THE BOARD

The Company is expected to benefit from Inspur Finance’s better understanding of the operations of the Group which will allow more expedient and efficient services than those rendered by other PRC independent commercial banks. For example, in the event that the Company considers that it is necessary to obtain loans from Inspur Finance in view of its actual business and financial needs, it is expected that the time required for the examination and approval of such loans will be shorter than that required by other independent commercial banks.
By entering into the Framework Financial Services Agreement, the Company will be able to centralise its control and management over its financial resources, and therefore improve the utilisation and efficiency of fund usage. It can also accelerate the turnover of funds and reduce transaction costs and expenses, thereby further enhancing the amount and efficiency of funds utilisation.

The entering into the Framework Financial Services Agreement may seem to confine the Company’s options of financial service providers. However, the cooperation between the Company and Inspur Finance under the Framework Financial Services Agreement is on non-exclusive basis with no restrictions on the Company’s options to engage other financial service providers. Inspur Finance will be engaged when the interest rates offered or the service fees charged by Inspur Finance are equivalent to or not less favorable than those offered by the People’s Bank of China, the Comparable Banks or other commercial banks in PRC. The Company may still engage other financial service providers where the board and the management see fit. Therefore, the entering into the Framework Financial Services Agreement indeed allow the Company to access to one additional financial service provider and encourage other financial service providers to offer more competitive terms to the Group.

In view of the above, the Directors (including the independent non-executive Directors after taking into account the advice from the Independent Financial Adviser in respect of the Deposit Services) are of the view that the terms of the Framework Financial Services Agreement (including the Proposed Annual Caps) are fair and reasonable and the Framework Financial Services Agreement is entered into on normal commercial terms, and on terms no less favourable than those available from independent third parties under the prevailing local market conditions, in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole. None of the Directors has a material interest in the transactions under the Framework Financial Services Agreement or, is required to abstain from voting on the board resolution for considering and approving the Framework Financial Services Agreement and the transactions contemplated thereunder.

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LETTER FROM THE BOARD

INFORMATION OF THE PARTIES

The Group is principally engaged in the provision for software development, cloud services and Internet of Things (IoT).

IPG is an investment holding company established in the PRC. IPG is principally engaged in software development and supply of integrated services, including system integration, cloud media platform, integrated IT solutions for government and large-scale corporations. IPG, through its wholly owned subsidiaries, is interested in approximately 54.58% of the issued ordinary share capital of the Company as at the Latest Practicable Date and is therefore a controlling shareholder and a connected person of the Company.

Inspur Finance is a limited company incorporated in PRC and is principally engaged in providing financial services business in PRC. As at the Latest Practicable Date, 20% of share equity of Inspur Finance is indirectly held by the Company and 60% of the share equity is directly held by IPG, the remaining 20% share equity is held by Inspur Software Co., Ltd. (浪潮軟件股份有限公司) (“ Inspur Software* ”). Inspur Software is a company established in the PRC and is listed on Shanghai Stock Exchange of stock code 600756. It is principally engaged in communication business, business of developing, manufacturing and marketing the technology of computer software and hardware, business of communication and consulting of computer network engineering technology and technical training, and import and export business (within the authorised scope). As at the Latest Practicable Date, IPG is holding approximately 19.09% share equity of Inspur Software and is controlling the majority of the board of directors of Inspur Software. Therefore, Inspur Software is considered as an associate of IPG.

LISTING RULES IMPLICATIONS OF THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

As at the Latest Practicable Date, IPG is a controlling shareholder of the Company holding 621,679,686 Shares, being approximately 54.58% of the issued share capital of the Company, and thus a connected person of the Company for the purposes of the Listing Rules. As at the Latest Practicable Date, IPG is directly holding 60% of the share equity of Inspur Finance, and therefore Inspur Finance is a direct subsidiary of IPG and an associate of IPG under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Framework Financial Services Agreement will constitute continuing connected transactions for the Company pursuant to Chapter 14A of the Listing Rules.

Deposit Services

The transactions under the Deposit Services will constitute financial assistance to be provided by the Group to a connected person. As one or more of the applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) in respect of the Deposit Service exceed 5%, the Deposit Services and the transactions contemplated thereunder (including the Proposed Annual Caps) are subject to the reporting, announcement, annual review, and independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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LETTER FROM THE BOARD

Loan Facility Services

The transactions under the Loan Facility Services will constitute financial assistance to be received by the Group from a connected person. As the Loan Facility Services is conducted on normal commercial terms or better and it is not secured by the assets of the Group, the transactions under the Loan Facility Services is fully exempt from independent shareholders’ approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules;

Settlement Services

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the fees payable by the Company to Inspur Finance in respect of the provision of Settlement Services under the Framework Financial Services Agreement will fall within the de minimis threshold of less than 0.1% as stipulated under Rule 14A.76(1) of the Listing Rules and therefore is fully exempt from independent shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules.

Other Financial Services

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) of the fees payable by the Company to Inspur Finance in respect of the provision of Other Financial Services under the Framework Financial Services Agreement will fall within the de minimis threshold of less than 0.1% as stipulated under Rule 14A.76(1) of the Listing Rules and therefore is fully exempt from independent shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Hong Kong Listing Rules.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Director has a material interest in the transactions contemplated under the Framework Financial Services Agreement and there are no common directors between the Company and IPG. Meanwhile, no Director has any interests in IPG which would lead to any material interest of such Director in the transactions contemplated under the Framework Financial Services Agreement. Therefore, no Director was required to abstain from voting on the Board resolutions of the Company approving the Framework Financial Services Agreement and the transactions contemplated thereunder.

EGM

Set out on pages 36 to 37 of this circular is a notice convening the EGM which will be held at Meeting Room no. 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC at 10:00 a.m. on Friday, 8 May 2020 for the purpose of considering and, if thought fit, approving the Framework Financial Services Agreement.

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps). Since the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) and the transactions contemplated thereunder are subject to the Independent Shareholders’ approval as required under Chapter 14A of the Listing Rules,

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LETTER FROM THE BOARD

IPG and its associates shall abstain from voting on the relevant resolutions. There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon IPG (including its associates); and (ii) no obligation or entitlement of IPG (including its associates) as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

For the purpose of determining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 5 May 2020 to Friday, 8 May 2020, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. (Hong Kong time) on Monday, 4 May 2020.

A form of proxy for the EGM is enclosed. Whether or not you wish to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Company’s articles of association, a resolution put to the vote of a general meeting of the Company shall be decided by way of a poll. After the EGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

RECOMMENDATIONS

Amasse Capital Limited has been appointed as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders to advise them on the terms of the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps). The Independent Board Committee, comprising all the independent non-executive Directors, has been established by the Company to advise the Independent Shareholders as to whether the terms of the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) and the transactions contemplated thereunder are fair and reasonable and whether such transactions are in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote.

The text of the letters from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 28 of this circular and the text of the letters from the Independent Board Committee to the Independent Shareholders is set out on pages 15 to 16 of this circular.

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LETTER FROM THE BOARD

The Independent Board Committee, having taken into account the advice of Amasse Capital Limited, is of the opinion that the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) was entered into upon normal commercial terms following arm’s length negotiations between the parties thereto, and that the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) were agreed on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole. The Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at EGM.

The Directors (including the independent non-executive Directors whose view is expressed in the letter from the Independent Board Committee set out on pages 15 to 16 of this circular) are of the view that the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) was entered into on normal commercial terms and in the ordinary and usual course of business of the Group, and the terms of the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully For and on behalf of the Board of Inspur International Limited Mr. Wang Xingshan Chairman

−14 −

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

16 April 2020

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

We refer to the circular dated 16 April 2020 issued by the Company (the “ Circular ”), of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider whether the terms of the Framework Financial Services Agreement (including the Proposed Annual Caps for the three years ending 31 December 2022) are fair and reasonable and whether the transactions are in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote. Amasse Capital Limited has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 14 of the Circular, and the letter from Amasse Capital Limited to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the Framework Financial Services Agreement, as set out on pages 17 to 28 of the Circular.

Having taken into account of the advice of Amasse Capital Limited, we consider that the Framework Financial Services Agreement was entered into upon normal commercial terms following arm’s length negotiations between the parties thereto, and that the terms of the Framework Financial Services Agreement (including the Proposed Annual Caps) were agreed on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. We consider that the entering into the Framework Financial Services Agreement is in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole.

−15 −

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Framework Financial Services Agreement, the transactions contemplated thereunder and the Proposed Annual Caps.

Yours faithfully,

the Independent Board Committee

Zhang Ruijun

Independent

non-executive Director

Wong Lit Chor, Alexis

Independent non-executive Director

Ding Xiangqian

Independent non-executive Director

−16 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser prepared for the purpose of incorporation in this circular.

==> picture [57 x 32] intentionally omitted <==

16 April 2020

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps), details of which are set out in the letter from the Board (the “Letter from the Board” ) contained in the circular of the Company dated 16 April 2020 (the “Circular” ), of which this letter forms a part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

−17 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Since the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) and the transactions contemplated thereunder are subject to the Independent Shareholders’ approval as required under Chapter 14A of the Listing Rules, IPG and its associates shall abstain from voting on the relevant resolutions. There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon IPG (including its associates); and (ii) no obligation or entitlement of IPG (including its associates) as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

The Independent Board Committee, comprising all of the independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the Deposit Services under the Framework Financial Services Agreement (including the Proposed Annual Caps) are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. We have been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect, and such appointment has been approved by the Independent Board Committee.

−18 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have acted as the independent financial adviser to the independent board committee and the independent shareholders of the Company for the following transactions (the “Previous Appointments ”):

Date of the relevant circular and Nature of the transaction our letter of advice 25 June 2018 (i) Major and connected transaction; and (ii) continuing connected transactions 28 November 2019 Continuing connected transactions

With regard to our independence from the Company, it is noted that (i) apart from normal professional fees paid or payable to us in connection with the Previous Appointments as well as the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence; (ii) we have maintained our independence from the Company during the Previous Appointments; (iii) the service fees received separately or aggregately from the Previous Appointments and the current appointment do not constitute a significant portion of our total revenue, and (iv) our independence from the Company has not been compromised because of the Previous Appointments. Accordingly, we consider that the Previous Appointments would not affect our independence, and that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors and/or the management of the Company (the “ Management ”). We have reviewed information on the Company, including but not limited to, (i) the announcement of the Company dated 27 February 2020, (ii) annual report of the Company for the year ended 31 December 2018 and interim report of the Company for the six months ended 30 June 2019 (the “2019 Interim Report ”), and (iii) other information contained in the Circular. We have assumed that all information and representations that have been provided by the Management, for which the Directors are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the representation and

−19 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

confirmation of the Management that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Deposit Services under the Framework Financial Services Agreement and the Proposed Annual Caps thereunder. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular or the Circular as a whole misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Management, nor have we conducted any independent in-depth investigation into the business and affairs of any members of the Group, the counter party(ies) to the Framework Financial Services Agreement or their respective subsidiaries or associates. We also have not considered any taxation implication on the Group or the Shareholders as a result of the Deposit Services under the Framework Financial Services Agreement and the Proposed Annual Caps thereunder. We have not carried out any feasibility study on the past, and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group. Our opinion has been formed on the assumption that any analysis, estimation, anticipation, condition and assumption provided by the Group are feasible and sustainable. Our opinion shall not be construed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Group.

Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. We expressly disclaims any liability and/or any loss arising from or in reliance upon the whole or any part of the contents of this letter.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

−20 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion, we have taken into consideration the following principal factors and reasons:

1. INFORMATION OF THE GROUP

As stated in the Letter from the Board, the Group is principally engaged in the provision for software development, cloud services and Internet of Things (IoT).

Set out below is a summary of the financial information of the Group as extracted from the interim report of the Company for the six months ended 30 June 2018, the 2019 Interim Report and the final results announcement of the Company for the year ended 31 December 2019, details of which are as follows:

	For the year ended	For the year ended	For the	six months
	31 December		ended	30 June
	2019	2018	2019	2018
	HK$’000	HK$’000	HK$’000	HK$’000
				(restated)
	(audited)	(audited)	(unaudited)	(unaudited)
Revenue	2,897,694	2,442,616	1,391,174	1,115,311
Gross Profit	1,034,556	938,764	513,160	408,356
Profit before taxation	192,834	363,119	113,321	153,496
Profit for the year/the period attributable
to owners of the Company	203,059	324,030	113,236	135,491
	As at 31	December	As at	30 June
	2019	2018	2019	2018
	HK$’000	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(unaudited)	(unaudited)
Bank balances and cash	807,125	865,181	758,172	1,239,273
Total assets	4,057,848	3,681,696	3,771,019	3,116,825
Total equity	2,078,145	2,053,097	2,204,997	2,152,125

−21 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For the six months ended 30 June 2019

Revenue for the six months ended 30 June 2019 was approximately HK$1,391.2 million when compared to a revenue of approximately HK$1,115.3 million for the corresponding period in 2018 representing an increase of approximately 24.7%. The revenue from cloud services for the period was approximately HK$160.6 million (2018 restated: approximately HK$78.6 million), representing an increase of approximately 104.4% comparatively. The revenue from management software for the period was approximately HK$1,043.5 million (2018 restated: approximately HK$900.3 million), representing an increase of approximately 15.9% as compared with last same period. The revenue from the Internet of things was approximately HK$187.1 million (2018 restated: approximately HK$136.4 million), representing an increase of approximately 37.2% as compared year-on-year. Revenue from cloud services weighted approximately 11.5% of total revenue and was the new growth driven.

Profit attributable to owners of the Company for six months ended 30 June 2019 was approximately HK$113.2 million when compared to a profit attributable to owners of the Company for the corresponding period in 2018 of HK$135.5 million, representing a decrease of approximately 16.4%. The main reasons were that (i) during the six months ended 30 June 2019, the share of profit from an associate was approximately HK$23.2 million (2018: approximately HK$61.4 million) and represented a decrease of approximately 62% compared with last same period and (ii) segment profit from operation business was increased which set-off part of the reduction.

Bank balances and cash as at 30 June 2019 amounted to approximately HK$758.2 million, which represented a decrease of approximately 38.8% as compared to approximately HK$1,239.3 million as at 30 June 2018, and represented approximately 20.1% of the total assets of the Group at the same date.

The total equity of the Group as at 30 June 2019 amounted to approximately HK$2,205.0 million, which represented an increase of approximately 2.5% as compared to approximately HK$2,152.1 million as at 30 June 2018.

For the year ended 31 December 2019

Revenue for the year ended 31 December 2019 was approximately HK$2,897.7 million when compared to a revenue of approximately HK$2,442.6 million for the corresponding period in 2018, representing an increase of approximately 18.6%. The revenue of cloud service business was approximately HK$387.9 million (2018: approximately HK$ 185.1 million), recorded approximately 109.6% growth compared with last corresponding period, the revenue of cloud service business weighted 13.4% of total revenue and became new growth driven and main growth comes from big enterprises’ market. The revenue of management software for the year was approximately HK$1,969.1 million (2018: approximately HK$1,922.5 million), representing an increase of approximately 2.4% and the revenue of the Internet of things (IoT) was approximately HK$540.7 million (2018: approximately HK$335.1 million), representing an increase of 61.3% as compared with last year, growth mainly from the increasing orders from telecom clients and large SOE.

−22 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Profit attributable to owners of the Company for the year ended 31 December 2019 was approximately HK$203.1 million when compared to a profit attributable to owners of the Company for the corresponding period in 2018 of approximately HK$324.0 million, representing a decrease of approximately 37.3%. The main reasons were that (i) share of profit of associates and a joint venture was approximately HK$45.4 million (2018: approximately HK$148.4 million) and reduced 69.4% compared with the last year; and (ii) the group kept promoting the cloud service business transformation, however operating loss of this segment increased comparatively.

Bank balances and cash as at 31 December 2019 amounted to approximately HK$807.1 million, which represented a decrease of approximately 6.7% as compared to approximately HK$865.2 million as at 31 December 2018, and represented approximately 19.9% of the total assets of the Group at the same date.

The total equity of the Group as at 31 December 2019 amounted to approximately HK$2,078.1 million, which represented an increase of approximately 1.2% as compared to approximately HK$2,053.1 million as at 31 December 2018.

2. INFORMATION OF IPG AND INSPUR FINANCE

Inspur Finance is a limited company incorporated in PRC and is principally engaged in providing financial services business in PRC. As at the Latest Practicable Date, 20% of share equity of Inspur Finance is indirectly held by the Company and 60% of the share equity is directly held by IPG, the remaining 20% share equity is held by Inspur Software Co., Ltd. (浪潮軟件股份有限公司) ( “Inspur Software”* ). Inspur Software is a company established in the PRC and is listed on Shanghai Stock Exchange of stock code 600756. It is principally engaged in communication business, business of developing, manufacturing and marketing the technology of computer software and hardware, business of communication and consulting of computer network engineering technology and technical training, and import and export business (within the authorised scope). As at the Latest Practicable Date, IPG is holding approximately 19.09% share equity of Inspur Software and is controlling the majority of the board of directors of Inspur Software. Therefore, Inspur Software is considered as an associate of IPG.

3. MAJOR TERMS OF THE DEPOSIT SERVICES

Major terms of the Deposit Services as extracted from the Framework Financial Services Agreement are as follows:

Date:

27 February 2020 (after trading hours)

−23 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Parties:

(a) the Company; and
(b) Inspur Finance

Under the Framework Financial Services Agreement, Inspur Finance will provide Deposit Services, Loan Facility Services, Settlement Services, and Other Financial Services to the Group. The Framework Financial Services Agreement will come into effect upon all necessary consent and approval having been obtained by the parties (including the Independent Shareholders’ approval of the Company at the EGM).

Deposit Services

The Company will open a deposit account in Inspur Finance and place time deposit or demand deposit into the account. The deposit interest rates offered by Inspur Finance to the Group shall be benchmarked against the deposit interest rates promulgated by the People’s Bank of China from time to time and the deposit interest rates offered by six major cooperative commercial banks of the Group, namely Industrial and Commercial Bank of China, China Construction Bank, Bank of Communication, Agricultural Bank of China, Bank of China and China Merchants Bank (the “ Comparable Banks ”) in the same period and of the same type. We consider that such Comparable Banks are representative as they are the major commercial banks in the PRC. Furthermore, as advised by the Management, the finance department of the Group will review and compare the deposit interest rates offered by the People’s Bank of China and the Comparable Banks and then report to Chief Financial Officer of the Company in a quarterly manner, and the Company will negotiate with Inspur Finance to determine the deposit interest rates at a level not lower than the highest among these benchmark deposit interest rates.

We have enquired with the Management and are given to understand that the interest rates for deposits received by the Company during the twelve months ended 31 December 2019 from independent commercial banks in the PRC for its bank balance are approximately 0.30% to 1.61% per annum. The deposit interest rates offered by Inspur Finance is expected to be in the range of 1.43% to 3.85% per annum for fixed deposit and 1.50% to 1.61% per annum for agreed deposit, the level of which is in line with the existing deposit interest rates offered by other PRC commercial banks.

By adopting the pricing policy as stated above, the Company can ensure the deposit interest rates and terms will be equivalent to or higher than those interest rates and terms of the same type of deposit services for the same period provided by the independent commercial banks in the PRC. Based on the above, we consider the pricing policy is fair and reasonable, and can ensure the said terms for the Deposit Services are conducted on normal commercial terms or better, which is in the interests of the Company and the Independent Shareholders as a whole.

−24 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Proposed Annual Caps

The proposed annual caps in respect of the maximum daily deposit balance (including any interest accrued therefrom) with Inspur Finance under the Deposit Services is as follows:

	Deposit
Period	amount
	(RMB)
From the effective date of the Framework Financial
Services Agreement to 31 December 2020	500,000,000
From 1 January 2021 to 31 December 2021	500,000,000
From 1 January 2022 to 31 December 2022	500,000,000

As advised by the Management, as at the Latest Practicable Date, the Group had not engaged Inspur Finance for providing any kind of financial services. Therefore, there were no relevant historical transaction figures to be disclosed or made reference to.

In order to assess the fairness and reasonableness of the Proposed Annual Caps, we have reviewed the information provided by the Company and note that the available daily cash balance of the Group during the twelve months ended 31 December 2019 (excluding any cash and/or bank balances that are earmarked for specific development/operation purpose) had reached as high as approximately RMB960.3 million during the said period.

Furthermore, we have discussed with the Management in respect of the possible maximum deposits to be placed by the Group on any given day during the term of the Framework Financial Services Agreement, after having taken into account the Group’s development plan, expected cash flow, business operation and financial needs. We are given to understand that (i) the cash and cash equivalent of the Group decreased by approximately 37.8% from approximately HK$1,391,022,000 for the year ended 31 December 2017 to HK$865,181,000 for the year ended 31 December 2018, and the level of cash and cash equivalent of the Group during the period remains higher than the Proposed Annual Caps; (ii) the Group’s net cash generated from operating activities increased by approximately 237% from approximately HK$77,010,000 for the year ended 31 December 2017 to approximately HK$259,862,000 for the year ended 31 December 2018; (iii) the net cash flow generated from operating activities of the Group is expected to grow in the coming three years as the business scale of management software, cloud services, and internet of things will continue to expand; and (iv) as at the Latest Practicable Date, the Group had no material investment or development plan and expects that its business operation will remain stable. As further advised by the Management, the Group will deposit a portion of its cash balance with Inspur Finance with a view to safeguard risk management and liquidity management practices yet maximizing the benefit from higher deposit interest rates.

Taking into account the above factors as a whole, we are of the view that the Proposed Annual Caps are fair and reasonable.

−25 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

As stated in the Letter from the Board, before entering into the Framework Financial Services Agreement, the Board has considered the reasons and benefits, including (i) the interest rates on deposits under the Deposit Services to be offered by Inspur Finance to the Group will be equal to or more favourable than those offered by other independent commercial banks in the PRC in respect of comparable services; (ii) the Company is expected to benefit from Inspur Finance’s better understanding of the operations of the Group which will allow more expedient and efficient services than those rendered by other PRC independent commercial banks; and (iii) by entering into the Framework Financial Services Agreement, the Company will be able to centralise its control and management over its financial resources, and therefore improve the utilisation and efficiency of fund usage. It can also accelerate the turnover of funds and reduce transaction costs and expenses, thereby further enhancing the amount and efficiency of funds utilisation.

Furthermore, we note that the Deposit Services contemplated under the Framework Financial Services Agreement are conducted on a non-exclusive basis. The Company is not obliged to engage Inspur Finance for any particular services under the Framework Financial Services Agreement. Since the Company can deposit its money to and withdraw its money from Inspur Finance on a voluntary basis, the Company will not be restricted to approach or engage any independent commercial banks or financial institutions in the PRC for the Deposit Services if the relevant terms provided by such banks or financial institutions are more competitive and favourable than those provided by Inspur Finance. As such, the entering into the Framework Financial Services Agreement allows the Company to secure a stable source of financial services to place its deposits on terms no less favourable than those of independent commercial banks in the PRC.

Having considered the above reasons for and benefits, we concur with the Directors’ view that entering into the Framework Financial Services Agreement is in the interests of the Company and the Shareholders as a whole.

−26 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. INTERNAL CONTROL MEASURES

We have enquired with the Management and are given to understand that the Company has adopted the following monitoring and internal control measures to monitor the pricing standard and ensure the terms of the Framework Financial Services Agreement are fair and reasonable:

The finance department of the Company is responsible for the day-to-day management of the financial services contemplated under the Framework Financial Services Agreement, including but not limited to (a) preparing, adjusting and disseminating of budget for the financial services; (b) supervising, reviewing and assessing the pricing standard, execution and implementation of the financial services; and (c) monitoring the balance of the deposits placed with Inspur Finance on a daily basis to ensure the maximum daily deposit balance will not exceed the Proposed Annual Caps. The Company will put into place a threshold reporting system under which Inspur Finance will be required to alert the finance department of the Company upon the amount of bank deposit reaching the threshold of RMB1,000,000 or its multiple. In the event that the finance department anticipates that the balance of the deposits placed with Inspur Finance will exceed the Proposed Annual Caps, the Group will not deposit further amount with Inspur Finance.

The independent non-executive Directors of the Company will carry out annual review on the Framework Financial Services Agreement the transactions thereunder, and confirm that such transactions are (a) entered into in the ordinary course of business of the Group; (b) on normal commercial terms or better; and (c) the terms that are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

The auditor of the Company will review the continuing connected transactions of the Company annually and confirms to the Board that nothing has come to its attention that causes it to believe that such transactions (a) have not been approved by the Board; (b) were not, in all material respects, in accordance with the pricing policies provided in the agreements governing such transactions; (c) were not entered into, in all material respects, in accordance with the agreements governing such transactions; and (d) have exceeded the applicable respective Proposed Annual Caps.

In light of the reporting requirements attached to the Deposit Services, in particular, (i) the restriction of the value of the Deposit Services by way of the Proposed Annual Caps; and (ii) the ongoing review by the independent non-executive Directors and the auditors of the Company of the terms and the Proposed Annual Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the Deposit Services and to ensure the Proposed Annual Caps will not be exceeded.

−27 −

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the principal factors and reasons above, we consider that the terms of the Deposit Services contemplated under the Framework Financial Services Agreement (including the Proposed Annual Caps thereunder) are fair and reasonable so far as the Independent Shareholders are concerned and that the Deposit Services contemplated under the Framework Financial Services Agreement (including the Proposed Deposit Cap thereunder) are entered into in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, we would advise the Independent Shareholders and the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution(s) to approve the Deposit Services under the Framework Financial Services Agreement at the EGM.

Yours faithfully, For and on behalf of Amasse Capital Limited Michael Lam Managing Director

Mr. Michael Lam is a licensed person registered with the Securities and Future Commission of Hong Kong and regards as a responsible officer of Amasse Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activity under the SFO and has over 20 years of experience in corporate finance industry.

−28 −

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests and short positions of the Directors and the chief executive of the Company in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “ Model Code ”) contained in the Listing Rules, were as follows:

(i) Long positions in Shares

				Percentage of
				issued share
				capital of the
Name	of Director	Type of interests	Number of Shares	Company
Dong	Hailong	Beneficial owner	4,000	0.00%

−29 −

GENERAL INFORMATION

APPENDIX

(ii) Long positions in underlying Shares of the Company

				Percentage
				of the issued
		Description		share capital
		of equity	Number of	of the
Name of Director	Type of interests	derivatives	underlying Shares	Company
Wang Xingshan	Beneficial owner	Share option	3,600,000 (note 2)	0.32%
Lee Eric Kong	Beneficial owner	Share option	3,000,000 (note 1)	0.26%
			2,800,000 (note 2)	0.25%
Jin Xiaozhou, Joe	Beneficial owner	Share option	825,000 (note 2)	0.07%
Wong Lit Chor,	Beneficial owner	Share option	200,000 (note 2)	0.02%
Alexis
Zhang Ruijun	Beneficial owner	Share option	200,000 (note 2)	0.02%
Ding Xiangqian	Beneficial owner	Share option	200,000 (note 2)	0.02%

Note 1: The share options were granted on 1 December 2017.

Note 2: The share options were granted on 16 October 2018.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code.

−30 −

GENERAL INFORMATION

APPENDIX

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Directors and the chief executive, as at the Latest Practicable Date, the following person (not being Director or chief executive of the Company) had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

(i) Long positions in Shares

			Approximate
		Number of	percentage
Name of Shareholders	Type of interests	Shares	of interests
Inspur Group Limited	Interest in a controlled	621,679,686	54.58%
(浪潮集團有限公司)	corporation (Note)
Inspur Overseas Investment	Beneficial owner (Note)	428,278,400	37.60%
Limited
Inspur Cloud Computing	Beneficial owner (Note)	193,401,286	16.98%
Investment Limited
Wang Yu Kun	Beneficial owner	64,896,000	5.69%

Note: Inspur Group Limited is taken to be interested in 621,679,686 shares due to its indirect 100% shareholdings in the issued share capital of Inspur Overseas Investment Limited and Inspur Cloud Computing Investment Limited.

−31 −

GENERAL INFORMATION

APPENDIX

(ii) Long positions in members of the Group

			Approximate
			percentage of
			shareholding in
			the members of
Name of shareholders	Types of Interest	Equity interest held	the Group
Wu Xi Yi Jie Xin Cheng	Beneficial owner	RMB200,000 in the registered capital	10%
Information Technology		of Wuxi Inspur Business
Company Limtied* (無錫		Technology Company Limited*
易捷信誠信息技術有限公		(無錫浪潮商服信息技術有限公司)
司)
Fang Wensheng	Beneficial owner	RMB345,000 in the registered capital	34.5%
		of Ji’nan Inspur Fangzhi
		Information Technology Company
		Limited*
		(濟南浪潮方智信息技術有限公司)
Bao Jianhua	Beneficial owner	RMB150,000 in the registered capital	15%
		of Ji’nan Inspur Fangzhi
		Information Technology Company
		Limited*
		(濟南浪潮方智信息技術有限公司)
Shanghai Huili Co. Ltd.*	Beneficial owner	RMB50,000 in the registered capital of	10%
(上海滙力有限公司)		Shanghai Guoqiang Genersoft
		Incorporation *(上海國強通用軟件有
		限公司)
Webgroup Co.	Beneficial owner	US$14,504 in the registered capital of	10.36%
		Langchao Gaoyou (Shanghai)
		Services Incorporation* (高優（上
		海）信息科技有限公司)
Zheng Jianyang	Beneficial owner	RMB3,868,500 in registered capital of	11.05%
		Shangdong Inspur Financial
		Software Information Company
		Limited* (山東浪潮金融軟件信息有
		限公司)
Ji’nan Shaoting Cloud	Beneficial owner	RMB5,680,000 in registered capital of	19.14%
Network Information		Shangdong Inspur Yiyun Online
Technology Company		Technology Company Limited*
Limited* (濟南紹廷雲網信		(山東浪潮易雲在線科技有限公司)
息技術有限公司)
Ji’nan Ronghui Yixiang	Beneficial owner	RMB5,320,000 in registered capital of	17.92%
Corporate Management		Shandong Inspur Yiyun Online
and Consultancy		Technology Company Limited*
Company Limited* (濟南		(山東浪潮易雲線上科技有限公司)
融匯易享企業管理諮詢有
限公司)
Odoo S.A	Beneficial owner	USD1,000,000 in registered capital of	20%
		Inspur Odoo (HK) Limited

English names are for identification purpose only

−32 −

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

As at the Latest Practicable Date, so far as known to the Directors, none of the Directors is a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ OTHER INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware of, none of them or their respective associates had any interest in a business which competes or may compete with the business of the Group or any other conflicts of interest with the Group.

As at the Latest Practicable Date, none of the Directors has any interest, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2019, being the date to which the latest published audited financial statements of the Company were made up.

There is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested and which is significant to the business of the Group.

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there was no litigation or claims of material importance known to the Directors to be pending or threatened by or against any member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Group (excluding contracts expiring or terminable by the employer within one year without payment of compensation other than statutory compensation).

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date to which the latest audited financial statements of the Company were made up.

−33 −

GENERAL INFORMATION

APPENDIX

7. EXPERT

Amasse Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they appear.

The following is the qualification of the expert who has provided its advice, which is contained in this circular:

Name

Qualification

Amasse Capital Limited a licensed corporation to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activity under the SFO

As at the Latest Practicable Date, Amasse Capital Limited was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up (i.e. 31 December 2019), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

8. MISCELLANEOUS

(a) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and the head office and principal place of business in Hong Kong of which is at Flats B & C, 30/F, Tower A, Billon Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon.
(b) The principal share registrar and transfer office of the Company is Royal Bank of Canada Trust Company (Cayman) Limited at 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands and the Hong Kong branch share registrar and transfer office of which is Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(c) Ms. Chan Wing and Mr. Zou Bo are joint company secretaries of the Company. Ms. Chan is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the Chinese Institute of Certified Public Accountants, and Mr. Zou is a non-practising member of the Chinese Institute of Certified Public Accountants and a member of the China Certified Tax Agents Association.
(d) The English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts in case of inconsistency.

−34 −

GENERAL INFORMATION

APPENDIX

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong from the date of this circular up to and including the date of the EGM:

(a) the Framework Financial Services Agreement;
(b) the letter from the Independent Board Committee, as set out on pages 15 to 16 of this circular;
(c) the letter from the Independent Financial Adviser, as set out on pages 17 to 28 of this circular;
(d) the written consent referred to in the section headed “Expert” of this Appendix; and
(e) this circular.

−35 −

NOTICE OF EGM

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Inspur International Limited (the “ Company ”) will be held at Meeting Room no. 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC, on Friday, 8 May 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as the ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

(a) the deposit services under the Framework Financial Services Agreement (as defined in the circular of the Company dated 16 April 2020 (the “Circular” )) (copy of the Framework Financial Services Agreement has been tabled at the meeting and marked “A” signed by the Chairman of the meeting for the purpose of identification) be and are hereby approved confirmed and ratified;
(b) the Proposed Annual Caps (as defined in the Circular) be and are hereby approved and confirmed; and
(c) and the Directors be and are hereby authorised to do all such acts and things as they consider necessary, desirable or expedient for the implementation of and giving effect to deposit services under the Framework Financial Services Agreement and the Proposed Annual Caps and all such acts and things the Directors have done are hereby approved, confirmed and ratified.”

By Order of the Board Inspur International Limited Mr. Wang Xingshan Chairman

Hong Kong, 16 April 2020

−36 −

NOTICE OF EGM

Registered office : Head office and principal place of Cricket Square business in Hong Kong : Hutchins Drive Flat B & C, 30/F. P.O. Box 2681 Tower A, Billion Centre Grand Cayman KY1-1111 1 Wang Kwong Road Cayman Islands Kowloon Bay Kowloon Hong Kong

Notes :

A form of proxy for use at the EGM or any adjournment thereof is enclosed.
A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
For the purpose of determining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 5 May 2020 to Friday, 8 May 2020, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. (Hong Kong time) on Monday, 4 May 2020.
In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
The voting on the resolution at the EGM will be conducted by way of a poll.

As at the date of this notice, the Board comprises Mr. Wang Xingshan, Mr. Lee Eric Kong and Mr. Jin Xiaozhou, Joe as executive Directors, Mr. Dong Hailong as non-executive Director, and Ms. Zhang Ruijun, Mr. Wong Lit Chor, Alexis and Mr. Ding Xiangqian as independent non-executive Directors.

−37 −

AI assistant

Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2020

49324_rns_2020-04-15_eb3fe031-657c-4f20-855d-262ff0fd4acb.pdf

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

To the Shareholders

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

BACKGROUD

MAJOR TERMS OF THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

Date:

Parties:

Deposit Services

Proposed Annual Caps

Loan Facility Services

Settlement Services

Other Financial Services

Internal Control on Pricing

Reasons for and Benefits of Entering into the Framework Financial Services Agreement

LETTER FROM THE BOARD

INFORMATION OF THE PARTIES

LISTING RULES IMPLICATIONS OF THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

Deposit Services

Loan Facility Services

Settlement Services

Other Financial Services

EGM

LETTER FROM THE BOARD

VOTING BY POLL

RECOMMENDATIONS

ADDITIONAL INFORMATION

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

CONTINUING CONNECTED TRANSACTION IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

Yours faithfully,

Zhang Ruijun

Wong Lit Chor, Alexis

Ding Xiangqian

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

INTRODUCTION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

1. INFORMATION OF THE GROUP

For the six months ended 30 June 2019

For the year ended 31 December 2019

2. INFORMATION OF IPG AND INSPUR FINANCE

3. MAJOR TERMS OF THE DEPOSIT SERVICES

Date:

Parties:

Deposit Services

Proposed Annual Caps

4. REASONS FOR AND BENEFITS OF ENTERING INTO THE FRAMEWORK FINANCIAL SERVICES AGREEMENT

5. INTERNAL CONTROL MEASURES

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Interests and short positions of the Directors and the chief executive of the Company in the securities of the Company and its associated corporations

(i) Long positions in Shares

APPENDIX

APPENDIX

3. DIRECTORS’ OTHER INTERESTS

4. LITIGATION

5. SERVICE CONTRACTS

6. MATERIAL ADVERSE CHANGE

7. EXPERT

Name

Qualification

8. MISCELLANEOUS

9. DOCUMENTS AVAILABLE FOR INSPECTION

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

“ THAT:

Notes :

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Inspur Digital Enterprise Technology Limited Proxy Solicitation & Information Statement 2020