CONTINUING CONNECTED TRANSACTIONS. MASTER AGREEMENT
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. Date: 15 November 2013 Parties: (1) TZCI
CONTINUING CONNECTED TRANSACTIONS. FRAMEWORK AGREEMENT
CONTINUING CONNECTED TRANSACTIONS. Top Frontier is the ultimate holding company of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company and thus Neptunia is a connected person of the Company. Accordingly, the licensing arrangement under the Neptunia Sub-licence Agreement constitutes a continuing connected transaction for the Company. The Group has also entered into other licence/sub-licence agreements with certain other members of the San Xxxxxx Group, including the Neptunia Sub-licence Agreement as well as the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement as detailed in the 2007 Announcement. 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 Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. The terms of all other trademark licensing and sub-licensing arrangements (including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) 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 remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL after certain internal reorganizations within the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2015 and the nine (9)-month period ended 30 September 2016, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$151,000 and HK$523,000 respectively. It is expected that the annual royalties payable by the Group under the Neptunia Sub-licence Agreement (as extended by the Extension Letter), when aggregated with other trademark licensing and sub-licensing arrangements with the San Xxxxxx Group, including the Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 2017. Accordingly, the transactions under the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are only subject to the reporting and announcement requirements and exempt from the independent sharehold...
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CONTINUING CONNECTED TRANSACTIONS. NEW TENANCY AGREEMENT 12 The New Tenancy Agreement 12 Annual Cap of the Continuing Connected Transactions contemplated under the New Tenancy Agreement 12
