Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. TANRICH FINANCIAL HOLDINGS LIMITED 敦沛金融控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 812) PROPOSED CHANGE OF COMPANY NAME, APPOINTMENT AND RESIGNATION OF DIRECTORS, CHANGE OF CHAIRMAN, RESIGNATION OF DEPUTY CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CHANGE IN COMPOSITION OF THE BOARD COMMITTEES AND CHANGE OF AUTHORISED REPRESENTATIVES PROPOSED CHANGE OF COMPANY NAME The Board proposes to change the name of the Company from “Tanrich Financial Holdings Limited ( 敦沛金融控股有限公司* )” to “Southwest Securities International Securities Limited( 西證國際 證券股份有限公司* )”. The proposed Change of Company Name is subject to the fulfilment of the conditions set out in the paragraphs headed “Conditions for the Change of Company Name” in this announcement. APPOINTMENT AND RESIGNATION OF DIRECTORS With effect from the close of the Offers at 4:00 p.m. on 27 January 2015, (1) Mr. Wang has been appointed as the executive Director, the chairman of the Board, the chairman of the Nomination Committee and Executive Committee, and the Authorised Representative; (2) Mr. Luo has been appointed as the executive Director, a member of the Remuneration Committee and Executive Committee, and the Authorised Representative; (3) Mr. Zhang has been appointed as the executive Director and a member of the Executive Committee; * For identification purpose only 1 (4) Professor Wu has been appointed as the independent non-executive Director, the chairman of Remuneration Committee, a member of the Audit Committee and the Nomination Committee; (5) Mr. Meng has been appointed as the independent non-executive Director, the chairman of the Audit Committee, a member of the Remuneration Committee and Nomination Committee; (6) Dr. Yip, Mr. Kwok, Mr. Tsunoyama, Ms. Wong and Mr. Lin have resigned as executive Directors; and (7) Mr. Ma and Mr. Yu have resigned as independent non-executive Directors. CHANGE OF CHAIRMAN AND RESIGNATION OF DEPUTY CHAIRMAN AND CEO With effect from the close of the Offers at 4:00 p.m. on 27 January 2015, (1) Dr. Yip has ceased to be the chairman of the Company; (2) Mr. Wang has been appointed as the chairman of the Company; and (3) Mr. Kwok has ceased to be the Deputy Chairman and CEO of the Company. CHANGE IN COMPOSITION OF THE BOARD COMMITTEES With effect from 4:00 p.m. on 27 January 2015, the composition of the Board committees has been changed as follows:– (i) Audit Committee (1) Mr. Ma has resigned as the chairman of the Audit Committee; (2) Mr. Yu has resigned as members of the Audit Committee; (3) Mr. Meng has been appointed as the chairman of the Audit Committee; (4) Professor Wu has been appointed as a member of the Audit Committee; and (5) Mr. Lam would remain as a member of the Audit Committee. (ii) Nomination Committee (1) Dr. Yip has resigned as the chairman of the Nomination Committee; (2) Mr. Ma, Mr. Yu, and Ms. Wong have resigned as members of the Nomination Committee; 2 (3) Mr. Wang has been appointed as the chairman of the Nomination Committee; (4) Mr. Meng and Professor Wu have been appointed as members of the Nomination Committee; and (5) Mr. Lam would remain as a member of the Nomination Committee. (iii) Remuneration Committee (1) Mr. Yu has resigned as the chairman of the Remuneration Committee; (2) Mr. Ma, Mr. Tsunoyama and Ms. Wong have resigned as members of the Remuneration Committee; (3) Professor Wu has been appointed as the chairman of the Remuneration Committee; (4) Mr. Luo and Mr. Meng have been appointed as members of the Remuneration Committee; and (5) Mr. Lam would remain as a member of the Remuneration Committee. (iv) Executive Committee (1) Ms. Tam, Carrie Kar Bo, Mr. Lin and Ms. Wong have resigned as members of the Executive Committee; (2) Mr. Wang has been appointed as the chairman of the Executive Committee; and (3) Mr. Luo and Mr. Zhang have been appointed as members of the Executive Committee. CHANGE OF AUTHORISED REPRESENTATIVES (1) Mr. Kwok and Miss Fung have ceased to be Authorised Representatives; and (2) Mr. Luo and Mr. Wang have been appointed as Authorised Representatives. Reference is made to the announcement of Tanrich Financial Holdings Limited (“Tanrich” or the “Company”, together with its subsidiaries, the “Group”) dated 27 January 2015 (the “Announcement”). Unless otherwise defined, terms used herein have the same meanings as defined in the Announcement. PROPOSED CHANGE OF COMPANY NAME The board (the “Board”) of directors (the “Directors”) of the Company proposes to change the name of the Company from “Tanrich Financial Holdings Limited( 敦沛金融控股有限公司* )” to “Southwest Securities International Securities Limited( 西 證 國 際 證 券 股 份 有 限 公 司* )” (the “ Change of Company Name”). 3 Conditions for the Change of Company Name The proposed Change of Company Name is subject to (i) the passing of a special resolution by shareholders of the Company (the “Shareholders”) approving the Change of Company Name at the forthcoming special general meeting of the Company (the “Special General Meeting”); and (ii) the Registrar of Companies in Bermuda approving the Change of Company Name. Subject to the satisfaction of the above conditions, the new name of the Company will take effect from the date of entry of the new name of the Company on the register maintained by the Registrar of Companies in Bermuda. The Company will carry out all necessary registration and/or filing procedures with the Registrar of Companies in Bermuda and the Companies Registry in Hong Kong. Reasons for the Change of Company Name The Directors consider that the Change of Company Name will provide the Company with a new corporate image and will reflect the Company’s relationship with its new controlling Shareholder, Southwest Securities Co., Ltd. (“SWSC”) and its related group members, upon closing of the Offers. The Directors believe that the Change of Company Name will benefit the Company’s future business development and is in the interests of the Company and the Shareholders as a whole. Effects of the Change of Company Name The Change of Company Name will not affect any rights of the Shareholders. Once the Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company and the shares of the Company will be traded on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in the new name of the Company. However, all the existing share certificates in issue bearing the present name of the Company will, after the proposed Change of Company Name having become effective, continue to be evidence of title to such shares and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates for new certificates bearing the new name of the Company. APPOINTMENT OF DIRECTORS The Board is pleased to announce that with effect from the close of the Offers at 4:00 p.m. on 27 January 2015: (1) Mr. Wang Zhixian( 王致賢)(“Mr. Wang”) has been appointed as the executive Director, the chairman of the Board, the chairman of the nomination committee of the Company (“Nomination Committee”), the chairman of the executive committee of the Company (“Executive Committee”), and the authorised representative of the Company (“Authorised Representative”). (2) Mr. Luo Yi( 羅 毅)(“Mr. Luo”) has been appointed as the executive Director, a member of the remuneration committee of the Company (“Remuneration Committee”) and the Executive Committee, and the Authorised Representative. 4 (3) Mr. Zhang Yi( 張弋)(“Mr. Zhang”) has been appointed as the executive Director and a member of the Executive Committee. (4) Professor Wu Jun( 吳軍)(“Professor Wu”) has been appointed as the independent non-executive Director, the chairman of Remuneration Committee, a member of the audit committee of the Company (“Audit Committee”) and the Nomination Committee. (5) Mr. Meng Gaoyuan( 蒙高原)(“Mr. Meng”) has been appointed as the independent non-executive Director, the chairman of the Audit Committee, a member of the Remuneration Committee and Nomination Committee. (6) Dr. Yip Man Fan (“Dr. Yip”), Mr. Kwok Kam Hoi (“Mr. Kwok”), Mr. Tsunoyama Toru (“Mr. Tsunoyama”), Ms. Wong, Vicky Lai Ping (“Ms. Wong”) and Mr. Lin Peng (“Mr. Lin”) have resigned as executive Directors. (7) Mr. Ma, Andrew Chiu Cheung (“Mr. Ma”) and Mr. Yu King Tin (“Mr. Yu”) have resigned as independent non-executive Directors. The biographical details of the above appointed Directors are as follows: EXECUTIVE DIRECTORS Mr. Wang Zhixian Mr. Wang Zhixian( 王致賢), aged 35, has been appointed as the executive Director, the chairman of the Board, the chairman of the Nomination Committee and the Executive Committee, and the Authorised Representative. Mr. Wang graduated from 重慶師範學院 (Chongqing Normal University*) in the People’s Republic of China (“PRC”) with a Bachelor of Arts degree majoring in journalism in July 2001. He obtained a master of Arts degree majoring in management from 重慶大學 (Chongqing University*) in the PRC in June 2006. Mr. Wang has been a supervisor of Yinhua Fund Management Co., Ltd( 銀華基金管理有限公司)since 30 October 2013. He has also been the office supervisor of SWSC since May 2013. Save as disclosed above, Mr. Wang did not hold any position in Tanrich or any of its subsidiaries, nor directorship in any listed public companies in Hong Kong or overseas during the past three years and does not have any other major appointments or professional qualifications. Save as disclosed above, he does not have any other relationship with any directors, senior management or substantial or controlling shareholders of Tanrich. 5 Mr. Wang will enter into a director’s service agreement with Tanrich, subject to retirement by rotation and re-election in accordance with the Bye-Laws of Tanrich. In accordance with the Bye-Laws of Tanrich, Mr. Wang shall be eligible for re-election at the forthcoming general meeting. Mr. Wang’s director’s fee will be determined with reference to, among others, his experiences and responsibilities and the prevailing market conditions. As at the date of this announcement, Mr. Wang does not have, and is not deemed to have, any interest in the shares, underlying shares or debentures of the Tanrich within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Hong Kong law (the “SFO”)) and save as disclosed above, he is not aware of any other matters that need to be brought to the attention of the holders of the securities of Tanrich. There is no other information in relation to Mr. Wang that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”). Mr. Luo Yi Mr. Luo Yi( 羅 毅), aged 34, has been appointed as the executive Director, a member of the Remuneration Committee and the Executive Committee, and the Authorised Representative. Mr. Luo graduated from Carleton University in Canada, with a Bachelor of Arts degree majoring in Economics in June 2004. He obtained a master of Arts degree from the University of Hong Kong in December 2006. Mr. Luo served in GF Capital (Hong Kong) Limited consecutively as the assistant manager (from June 2007) and manager from April 2009 to September 2012. He had also served in China Merchants Securities (HK) Co., Ltd from September 2009 to January 2013 and his last title was director of the Investment Banking Department. Save as disclosed above, Mr. Luo did not hold any position in Tanrich or any of its subsidiaries, nor directorship in any listed public companies in Hong Kong or overseas during the past three years and does not have any other major appointments or professional qualifications. Save as disclosed above, he does not have any other relationship with any other directors, senior management or substantial or controlling shareholders of Tanrich. Mr. Luo will enter into a director’s service agreement with Tanrich, subject to retirement by rotation and re-election in accordance with the Bye-Laws of Tanrich. In accordance with the Bye-Laws of Tanrich, Mr. Luo shall be eligible for re-election at the forthcoming general meeting. Mr. Luo ’s director’s remuneration will be determined with reference to, among others, his experiences and responsibilities and the prevailing market conditions. As at the date of this announcement, Mr. Luo does not have, and is not deemed to have, any interest in the shares, underlying shares or debentures of the Tanrich within the meaning of Part XV of the SFO and save as disclosed above, he is not aware of any other matters that need to be brought to the attention of the holders of the securities of Tanrich. There is no other information in relation to Mr. Luo that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules. 6 Mr. Zhang Yi Mr. Zhang Yi( 張弋), aged 40, has been appointed as the executive Director and a member of the Executive Committee. Mr. Zhang graduated from the 機 電 與 控 制 工 程 學 院 (College of Mechatronics and Control Engineering*) of 深圳大學 (Shenzhen University*) in the PRC majoring in Mechanic Manufacturing & Automation in July 1996. Mr. Zhang has been a general manager of the department of stock exchange of 西南證券深圳蛇口後海路 證券營業部 (SWSC’s branch in Shenzhen Shekou Hou Hai Road*), as well as the vice general manager of the department of strategic development of SWSC since November 2010. Save as disclosed above, Mr. Zhang did not hold any position in Tanrich or any of its subsidiaries, nor directorship in any listed public companies in Hong Kong or overseas during the past three years and does not have any other major appointments or professional qualifications. Save as disclosed above, he does not have any other relationship with any other directors, senior management or substantial or controlling shareholders of Tanrich. Mr. Zhang will enter into a director’s service agreement with Tanrich, subject to retirement by rotation and re-election in accordance with the Bye-Laws of Tanrich. In accordance with the Bye-Laws of Tanrich, Mr. Zhang shall be eligible for re-election at the forthcoming general meeting. Mr. Zhang’s director’s fee will be determined with reference to, among others, his experiences and responsibilities and the prevailing market conditions. As at the date of this announcement, Mr. Zhang does not have, and is not deemed to have, any interest in the shares, underlying shares or debentures of the Tanrich within the meaning of Part XV of the SFO and save as disclosed above, he is not aware of any other matters that need to be brought to the attention of the holders of the securities of Tanrich. There is no other information in relation to Mr. Zhang that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules. INDEPENDENT NON-EXECUTIVE DIRECTORS Professor Wu Jun Professor Wu Jun( 吳軍), aged 61, has been appointed as the independent non-executive Director and the chairman of the Remuneration Committee and a member of the Nomination Committee and the Audit Committee. 7 Professor Wu, has been appointed as an independent director of SWSC since 16 March 2009 to present. He is also a professor in and a tutor of the Doctor of Philosophy students in 對外經濟貿易 大學 (University of International Business and Economics*) (“UIBE”). He was also appointed as an independent director in 深圳市深信泰豐( 集團)股份有限公司(Shenzhen Shenxin Taifeng Group Co. Ltd*), whose shares are listed on the Main Board of Shenzhen Stock Exchange (Stock code: 000034) from June 2008 to June 2014 and 浙江紹興瑞豐農村商業銀行股份有限公司 (Zhejiang Shaoxing Ruifeng Rural Commercial Bank*) from January 2011 to April 2014. Professor Wu graduated from 雲南 財貿學院 (Yunnan Finance Institution*) in July 1981 majoring in Finance, and finished his doctorate in currency and banking in 中國人民銀行總行金融研究所 (The Financial Research Institute of People’s Bank of China*) in 1995. Professor Wu has extensive knowledge in economics and finance, and has strong organizational skill. He has been engaged in teaching and research in finance 雲南財貿學院 (Yunnan Finance Institution*), 中國金融學院 (China Finance College*) and UIBE for 34 years. He is strong at the research skill in finance theory, its revolution and application. Save as disclosed above, Professor Wu does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and he did not have other major appointments and professional qualifications. Save as disclosed above, Professor Wu does not have any other relationship with any other directors, senior management, substantial shareholders and controlling shareholders of the Company. Professor Wu will enter into a director’s service agreement with Tanrich, subject to retirement by rotation and re-election in accordance with the Bye-Laws of Tanrich. In accordance with the Bye-Laws of Tanrich, Professor Wu shall be eligible for re-election at the forthcoming general meeting. Professor Wu’s director’s fee will be determined with reference to, among others, his roles and responsibility with the Group and the prevailing market conditions. Save for the said director’s fee, Professor Wu will not be entitled to any other emolument for holding his office as an independent non-executive director of the Company. As at the date of this announcement, Professor Wu does not have, and is not deemed to have, any interest in the shares, underlying shares or debentures of the Tanrich within the meaning of Part XV of the SFO and save as disclosed above, he is not aware of any other matters that need to be brought to the attention of the holders of the securities of Tanrich. Save as disclosed above, there is no other information in relation to Professor Wu should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules. Mr. Meng Gaoyuan Mr. Meng Gaoyuan( 蒙高原), aged 43, has been appointed as the independent non-executive Director, the chairman of Audit Committee, a member of the Remuneration Committee and the Nomination Committee. 8 Mr. Meng qualified as an accountant in the PRC since 1999. He also qualified as a certified public valuer and a land valuer since 1998 and 2006 respectively. Mr. Meng served in 重慶康華會計師事務所有限責任公司 (Chongqing Kanghua Certified Public Accountants*) consecutively as a department senior manager( 部門高級經理)and deputy general manager( 副總經理)since September 1998. Mr. Meng graduated from 江西財經學院 (Jiangxi University of Finance and Economics*) in the PRC with a Bachelor degree majoring in Finance, Accounting and Auditing in July 1994. He obtained a Master of Business Administration from 重慶理工大學 (Chongqing University of Technology*). Save as disclosed above, Mr. Meng does not hold any position in Tanrich or any of its subsidiaries, nor directorship in any listed public companies in Hong Kong or overseas during the past three years and does not have any other major appointments or professional qualifications. Save as disclosed above, Mr. Meng does not have any other relationship with any other directors, senior management, substantial shareholders and controlling shareholders of Tanrich. Mr. Meng will enter into a director’s service agreement with Tanrich, subject to retirement by rotation and re-election in accordance with the Bye-Laws of Tanrich. In accordance with the Bye-Laws of Tanrich, Mr. Meng shall be eligible for re-election at the forthcoming general meeting. Mr. Meng’s director’s fee will be determined with reference to, among others, his roles and responsibility with the Group and the prevailing market conditions. Save for the said director’s fee, Mr. Meng will not be entitled to any other emolument for holding his office as an independent non-executive director of the Company. As at the date of this announcement, Mr. Meng does not have, and is not deemed to have, any interest in the shares, underlying shares or debentures of the Tanrich within the meaning of Part XV of the SFO and save as disclosed above, he is not aware of any other matters that need to be brought to the attention of the holders of the securities of Tanrich. Save as disclosed above, there is no other information in relation to Mr. Meng should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules. RESIGNATION OF DIRECTORS With effect from the close of the Offers at 4:00 p.m. on 27 January 2015, (i) Dr. Yip, Mr. Kwok, Mr. Tsunoyama, Ms. Wong and Mr. Lin resigned respectively from his/her office of executive Director; and (ii) Mr. Ma and Mr. Yu resigned respectively from his office as an independent non-executive Director with immediate effect due to change in control in the Company as a result of the subscription of shares by SWSC. Each of Dr. Yip, Mr. Kwok, Mr. Tsunoyama, Ms. Wong, Mr. Lin, Mr. Ma and Mr. Yu has respectively confirmed that (i) he/she has no disagreement with the Board; and (ii) there is no matter relating to his/ her resignation that needs to be brought to the attention of the shareholders or the Stock Exchange. 9 The Board would like to express its gratitude to Dr. Yip, Mr. Kwok, Mr. Tsunoyama, Ms. Wong, Mr. Lin, Mr. Ma and Mr. Yu for their valuable efforts and contribution to the Company during their tenure of office. CHANGE OF CHAIRMAN, RESIGNATION OF DEPUTY CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CHANGE IN COMPOSITION OF THE BOARD COMMITTEES AND CHANGE OF THE AUTHORISED REPRESENTATIVES Change of Chairman With effect from the close of the Offers at 4:00 p.m. on 27 January 2015, Dr. Yip has ceased to be the chairman of the Company. Resignation of Deputy Chairman and Chief Executive Officer With effect from the close of the Offers at 4:00 p.m. on 27 January 2015, Mr. Kwok has ceased to be the deputy chairman and chief executive officer (“CEO”) of the Company. It is proposed that the Nomination Committee will meet in due course and, in accordance with its terms of reference, consider candidates and make recommendations to the Board on the appointment of a new CEO of the Company. Change in Composition of the Board Committees With effect from 4:00 p.m. on 27 January 2015, the composition of the Board committees has been changed as follows:– (i) Audit Committee (1) Mr. Ma has resigned as chairman of the Audit Committee; (2) Mr. Yu has resigned as members of the Audit Committee; (3) Mr. Meng has been appointed as chairman of the Audit Committee; (4) Professor Wu has been appointed as a member of the Audit Committee; and (5) Mr. Lam Kwok Cheong (“Mr. Lam”) would remain as a member of the Audit Committee. Following the change of composition, the Audit Committee comprises, Mr. Meng, Professor Wu and Mr. Lam, with Mr. Meng as chairman of the Audit Committee. 10 (ii) Nomination Committee (1) Dr. Yip has resigned as chairman of the Nomination Committee; (2) Mr. Ma, Mr. Yu, and Ms. Wong have resigned as members of the Nomination Committee; (3) Mr. Wang has been appointed as chairman of the Nomination Committee; (4) Mr. Meng and Professor Wu have been appointed as members of the Nomination Committee; and (5) Mr. Lam would remain as a member of the Nomination Committee. Following the change of composition, the Nomination Committee comprises, Mr. Wang, Mr. Meng, Professor Wu, and Mr. Lam, with Mr. Wang as chairman of the Nomination Committee. (iii) Remuneration Committee (1) Mr. Yu has resigned as chairman of the Remuneration Committee; (2) Mr. Ma, Mr. Tsunoyama and Ms. Wong have resigned as members of the Remuneration Committee; (3) Professor Wu has been appointed as chairman of the Remuneration Committee; (4) Mr. Luo and Mr. Meng have been appointed as members of the Remuneration Committee; and (5) Mr. Lam would remain as a member of the Remuneration Committee. Following the change of composition, the Remuneration Committee comprises, Professor Wu, Mr. Luo, Mr. Meng and Mr. Lam, with Professor Wu as chairman of the Remuneration Committee. (iv) Executive Committee (1) Ms. Tam, Carrie Kar Bo, Mr. Lin and Ms. Wong have resigned as members of the Executive Committee. (2) Mr. Wang has been appointed as the chairman of the Executive Committee. (3) Mr. Luo and Mr. Zhang have been appointed as members of the Executive Committee. Following the change of composition, the Executive Committee comprises, Mr. Wang, Mr. Luo and Mr. Zhang, with Mr. Wang as chairman of the Executive Committee. 11 Change of Authorised Representatives With effect from 4:00 p.m. on 27 January 2015, each of Mr. Kwok and Miss Fung Suk Han (“Miss Fung”) has ceased to be an Authorised Representative for the purpose of Rule 3.05 of the Listing Rules. Mr. Wang and Mr. Luo have been appointed as Authorised Representatives with effect from 27 January 2015. GENERAL At the Special General Meeting to be convened and held, ordinary resolutions in relation to the re-election of Directors and a special resolution in relation to the proposed Change of Company Name will be proposed for the Shareholders to consider and, if thought fit, approve the proposed Change of Company Name and re-election of Directors. A circular containing, among other things, information relating to the proposed Change of Company Name and re-election of Directors together with a notice of the Special General Meeting, will be despatched to the Shareholders as soon as practicable. Further announcement(s) will be made by the Company to inform the Shareholders of the results of the Special General Meeting, the effective date of the Change of Company Name and the corresponding change of English and Chinese stock short names of the Company for trading of the shares on the Stock Exchange as and when appropriate. By order of the Board Wang Zhixian Chairman Hong Kong, 28 January 2015 As at the date of this announcement, the executive Directors are Mr. Wang Zhixian *, Mr. Luo Yi * and Mr. Zhang Yi *; and the independent non-executive Directors are Professor Wu Jun *, Mr. Meng Gaoyuan * and Mr. Lam Kwok Cheong. In case of any inconsistency, the English text of this announcement shall prevail over the Chinese text. * For Identification purpose only. The English translation of Chinese names of the PRC entities in this announcement, where indicated, is included for identification purpose only and is not the official English names for such PRC entities. 12
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