CONTINUING CONNECTED TRANSACTIONS. Renewed Supply Agreement Reference is made to the disclosure in the Prospectus in respect of the continuing connected transactions in relation to the Supply Agreement pursuant to which the Group agreed to supply tissue paper products (including toilet paper rolls and jumbo rolls) to SCA HA for a term of three years commencing on 1 January 2007 until 31 December 2009. During the finalisation of the audited financial statements of the Company for the year ended 31 December 2009, it came to the attention of the Board that although the Supply Agreement expired on 31 December 2009, the Group had continued to supply tissue paper products to SCA HA during the first quarter of year 2010. The total amount paid by SCA HA to the Group for the Products during the first quarter of year 2010 was approximately HK$4,338,328. These transactions constituted continuing connected transactions under Rule 14A.14 of the Listing Rules and had exceeded the de minimis threshold set forth in Rule 14A.33(3) of the Listing Rules and are subject to the reporting and announcement requirements and exempt from the requirement of obtaining the independent shareholders’ approval pursuant to Rule 14A.34 of the Listing Rules. On 30 April 2010, the Group and SCA HA entered into the Renewed Supply Agreement for a further term of 3 years commencing from 1 January 2010 and expiring on 31 December 2012. The Directors consider that the Renewed Supply Agreement and the transactions contemplated thereunder were entered into in the ordinary and usual course of the business of the Group, and have been negotiated on an arm’s length basis between the parties on normal commercial terms. The Directors believe that the terms of the Renewed Supply Agreement (including the Annual Caps) are fair and reasonable and are in the interests of the Company and its shareholders as a whole. Listing Rules Implications SCA HA comprises subsidiaries of SCA and SCA is a substantial shareholder of the Company. As a result, SCA HA is a connected person of the Company as defined under the Listing Rules. The transactions under the Renewed Supply Agreement are of a continuing nature and will constitute continuing connected transactions of the Group under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios (other than the profits ratio) calculated with reference to each of the Annual Caps for the Renewed Supply Agreement is less than 2.5%, the continuing connected transactions contemplated under the ...
CONTINUING CONNECTED TRANSACTIONS. On 26th October 2018, the Company and Teamsun, a controlling shareholder and a connected person of the Company, entered into the Supply Agreement in relation to: (i) sale and purchase of Products between ASH Group and Teamsun Group; and (ii) provision or sharing of ASH Services and Teamsun Services. Both ASH Group and Teamsun Group are reputable information technology infrastructure, solution and services providers, and have well established distribution channels and networks in the Greater China region and the PRC respectively. The entering into of the Supply Agreement will enhance the efficiency and sales capabilities of ASH Group’s existing distribution channels and networks by sharing the business know-how between ASH Group and Teamsun Group. In addition, the Directors believe that the cooperation between ASH Group and Teamsun Group will allow the realisation of substantial synergies in terms of, among others, convenience, support and marketing of ASH Group Products and services. The Supply Agreement constitutes continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts payable by ASH Group to Teamsun Group in relation to the ASH Regulated Transactions under the Supply Agreement (including the Product Price for Teamsun Group Products and the Teamsun Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the ASH Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement. As all of the relevant percentage ratios in respect of the aggregate annual caps for the amounts receivable by ASH Group from Teamsun Group in relation to the Teamsun Regulated Transactions under the Supply Agreement (including the Product Price for ASH Group Products and the ASH Service Fee) exceed 0.1% but all of such applicable percentage ratios are less than 5%, the Teamsun Regulated Transactions under the Supply Agreement and the relevant annual caps are subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules, but are exempt from the independent Shareholders’ approval requirement.
CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through, among others, SMBIL, holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company. Accordingly, SMBIL is a connected person of the Company under the Listing Rules, and the licensing arrangement under the New SMBIL-SMBHK Trademark Licence Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group aside from the New SMBIL-SMBHK Trademark Licence Agreement, which include the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement. For the purpose of complying with the continuing connected transactions requirements under Chapter 14A of the Listing Rules, transactions with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements (including the New SMBIL-SMBHK Trademark Licence Agreement, the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements under the San Xxxxxx Group Licensing Arrangements and the aggregate annual cap of less than HK$10 million for the San Xxxxxx Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx Group Licensing Arrangements shall remain unchanged. It is expected that the annual royalties payable by the Group under the New SMBIL-SMBHK Trademark Licence Agreement, when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group under the San Xxxxxx Group Licensing Arrangements, including the SMBIL Sub-licence Agreement and the SMBIL-SMGB Trademark Licence Agreement, shall be less than HK$10 million for each of the financial years during the remaining terms of the relevant license/sub-license agreements. Accordingly, the transactions under the New SMBIL-SMBHK Trademark Licence Agreement are only subject to the reporting and announcement requirements and exempt from the independent shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and SMBIL. Xx. Xxxxx X. Ang abstained from voting on the Board resolution to approve the entering into of the New SMBIL-SMBHK Trademark Licence Agreement and the transactions contemplated under the New SMBIL-SMBHK...
CONTINUING CONNECTED TRANSACTIONS. On 15 November 2013, the Company and TZCI entered into the TZCI Supply Agreement, pursuant to which TZCI Group will supply the TZCI Materials to the Group for a term of three financial years ending 31 December 2016. On15 November 2013, the Company and TFS entered into the TFS Supply Agreement, pursuant to which TFS will supply the TFS Products to the Group for a term of three financial years ending 31 December 2016. As both TZCI and TFS are majority owned by Messrs. Xxx Xxx-Xxxx and Xxx Xxxx-Xxxxx, both being executive Directors, and their associates, each of TZCI and TFS are connected persons of the Company for the purpose of the Listing Rules. Accordingly, the TZCI Supply Agreement and the TFS Supply Agreement will constitute continuing connected transactions for the Company under the Listing Rules. As the aggregate annual transaction amount in respect of the TZCI Supply Agreement and the TFS Supply Agreement is expected to exceed 5% of the applicable ratios, the TZCI Supply Agreement and the TFS Supply Agreement will be subject to the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. An Independent Board Committee will be established to advise the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the TZCI Supply Agreement and the TFS Supply Agreement. A circular containing, among other things, (i) further details about the TZCI Supply Agreement and the TFS Supply Agreement, (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) the recommendation from the Independent Board Committee to the Independent Shareholders, together with (iv) the notice of the EGM will be dispatched to the Shareholders on or before 6 December 2013. The TZCI Supply Agreement Date: 15 November 2013 Parties: (1) TZCI
CONTINUING CONNECTED TRANSACTIONS. The Board announces that, on 18th May, 2012, the Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries may, during the Term, acquire the Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company HWL Date: 18th May, 2012 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the entering into of separate contracts in a form and on terms to be agreed between members of the Group and the relevant parties, which would be independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. The consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be settled in accordance with the terms of the Connected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, they would have been determined by the relevant issuers of the Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be subject to limitations (i) and (ii) as more particularly set out below. The transactions contemplated under the Master Agreement are subject to the following limitations:
CONTINUING CONNECTED TRANSACTIONS. As at the date of this announcement, Golden Toy and Kong Fai hold approximately 8.91% and 65.85% of the issued share capital of the Company respectively. The entire issued share capital of each of Golden Toy and Kong Fai is beneficially owned by two discretionary trusts the objects of which include members of the Cheng Family. As all members of the Cheng Family are executive Directors, Hover City and Sky Global being direct and indirect wholly-owned subsidiaries of Golden Toy are associates of such persons and are connected persons of the Company under the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company. As each of the relevant percentage ratios with respect to the aggregate sum of the annual rentals under the Tenancy Agreements is less than 5%, the Transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
CONTINUING CONNECTED TRANSACTIONS. On 1 November 2016, the Company and the CRC entered into the Comprehensive Services Framework Agreement to set out a framework for the mutual provision of services between the Group and the CRC Group. The principal terms of the Comprehensive Services Framework Agreement are set out in the section headed “Comprehensive Services Framework Agreement”. The Company estimates that, pursuant to the Comprehensive Services Framework Agreement: • the Proposed Annual Caps for the railway transportation services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB4,974.63 million, RMB5,476.78 million and RMB6,050.97 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the Group by the CRC Group for the three financial years ending 31 December 2019 will be RMB2,450.10 million, RMB2,946.43 million and RMB3,576.22 million, respectively; • the Proposed Annual Caps for the railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB5,713.13 million, RMB6,570.09 million and RMB7,555.61 million, respectively; • the Proposed Annual Caps for the railway related and miscellaneous services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB743.67 million, RMB790.84 million and RMB843.37 million, respectively; and • the Proposed Annual Caps for the special entrusted railway transportation services provided to the CRC Group by the Group for the three financial years ending 31 December 2019 will be RMB3,012.00 million, RMB3,193.68 million and RMB4,314.00 million, respectively. The Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps will be subject to approval by the Independent Shareholders in the EGM by way of poll where GRGC and its associates will abstain from voting. An Independent Board Committee has been established to advise the Independent Shareholders in relation to the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps. An IFA has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard. A circular containing (a) further details of the Continuing Connected Transactions, the Comprehensive Services Framework Agreement and the Proposed Annual Caps; (b) a letter from the ...
CONTINUING CONNECTED TRANSACTIONS. RENEWAL OF LICENCE AGREEMENT Reference is made to the announcement of the Company dated 19 March 2015 in relation to the Existing Licence Agreement entered into between OPISL as licensee and OPMSL as licensor in respect of the Premises. * For identification purpose only The Board of the Company wishes to announce that on 3 March 2016, OPISL as licensee entered into a New Licence Agreement with OPMSL as licensor in respect of the same Premises effective upon expiry of the Existing Licence Agreement on 31 March 2016. Principal Terms of the New Licence Agreement The principal terms of the New Licence Agreement, among others, include: Licensor : Oriental Patron Management Services Limited, a connected person of the Company. Licensee : OP Investment Service Limited, a wholly-owned subsidiary of the Company. Premises : A portion of the whole of the 27th Floor, Two Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. Use of Premises : Office. Saleable Area of Premises : Approximately 3,206 square feet. Term : Eight months commencing from 1 April 2016 to 30 November 2016. Licence Fee : HK$458,458 per month (inclusive of government rent, rates, management fees, air-conditioning charges, electronic charges and all other outgoings) payable in arrears on the last day of each and every calendar month. Renewal Option : OPMSL and OPISL covenant and agree that OPISL shall have an option to extend the term of the New Licence Agreement for remaining period commencing upon expiry or termination of the Existing Tenancy Agreement to 31 March 2017 (“Extended Licence Term”) PROVIDED that OPMSL as tenant and an independent third party as landlord enter into the New Tenancy Agreement upon expiry or termination of the Existing Tenancy Agreement. Revised Licence Fee under the Extended Licence Term : The Revised Licence Fee payable under the Extended Licence Term shall approximate the saleable area of the Premises occupied by the Group and the licence fee per square feet chargeable by OPMSL on a monthly basis with reference to the rent and management fee per square feet in respect of the saleable area leased by OPMSL as tenant from an independent third party as landlord under the New Tenancy Agreement. The terms of the New Licence Agreement are the same as the Existing Licence Agreement in all material respects except that:
CONTINUING CONNECTED TRANSACTIONS. CAL, a wholly-owned subsidiary of the Company, and RWS has entered into the Second Supplemental Agreement on 31 December 2012 to extend the term of the Services Agreement for a further period of 3 years from 1 January 2013 to 31 December 2015. The transactions contemplated under the Amended Services Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. It is anticipated that, on an annual basis, all of the relevant percentage ratios in respect of the continuing connected transactions contemplated under the Amended Services Agreement will exceed 0.1%, but each of them will be less than 5%, such transactions will be subject to the reporting and announcement requirements of Rules 14A.45 to 14A.47 and also Rules 14A.37 to 14A.41 of the Listing Rules but exempted from the independent shareholders’ approval requirements.
CONTINUING CONNECTED TRANSACTIONS. THE FRAMEWORK AGREEMENT
