Common use of REASONS FOR THE TRANSACTIONS Clause in Contracts

REASONS FOR THE TRANSACTIONS. The Group is the business arm of the San Xxxxxx Group responsible for the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and China. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantiality the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence Agreement. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-licence Agreement (as extended by the Extension Letter) are fair and reasonable, and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS SMC is the ultimate controlling shareholder 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 2012 and the 10-month period ended 31 October 2013, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$147,000 and HK$996,000 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 2014. 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 shareholders’ approval requirement under the Listing Rules.

REASONS FOR THE TRANSACTIONS. The Group is the business arm of the San Xxxxxx Group responsible for the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and China. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained been obtaining the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantiality the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group continue to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence Agreement. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-Sub- licence Agreement (as extended by the Extension Letter) are fair and reasonable, reasonable and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS SMC is the ultimate controlling shareholder 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 SMC 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 SMC Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx SMC Group Licensing Arrangements remain unchanged, save for the licensor under the Trademark Licensing Agreement which has changed from SMIL to SMBIL SBMIL after certain internal reorganizations within reoganisation the San Xxxxxx Group as disclosed in the Company’s announcement dated 1 April 2010. For the year ended 31 December 2012 2010 and the 10-month period ended 31 October 20132011, the aggregate royalties payable by the Group under the San Xxxxxx SMC Group Licensing Arrangements amounted to HK$147,000 HK$1,830,000 and HK$996,000 HK$1,496,000 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 20142012. 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 shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is a director of both the Company and Neptunia. As mentioned above, for the years ended 31 December 2009, 2010 and the 10-month period from 1 January 2011 to 31 October 2011, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to only approximately HK$75,000, HK$140,000 and HK$122,000 respectively. As the transaction amount under the Neptunia Sub-licence Agreement is not material to the operations of the Group, Neptunia and SMC and no Director has a material shareholding in Neptunia or its holding companies, the Company does not consider any Directors to have a material interest in the subject transaction under the Neptunia Sub-licence Agreement. None of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement. The entering into of the Extension Letter was unanimously approved by the Board.

REASONS FOR THE TRANSACTIONS. The Group is the principal business arm activities of the San Xxxxxx Group responsible for are the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and Chinaproducts. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantiality the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group continue to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence AgreementAgreement after resumption of the operations of the Company’s plant in Hong Kong, which is essential to the principal business of the Group. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-Sub- licence Agreement (as extended by the Extension Letter) are fair and reasonable, reasonable and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS SMC is the ultimate controlling shareholder of the Company and through Neptunia, it holds 245,720,800 Shares representing approximately 65.78% of the issued share capital of the Company Company. Neptunia is a wholly- owned subsidiary of SMC 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 As disclosed in the 2007 Announcement, 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 SMC Group Licensing Arrangements (including the SMIL Trademark Licensing Agreement, the Neptunia Sub-licence Agreement and the SMBIL Sub-licence Agreement) are aggregated as a series of transactions. At the time of the 2007 Announcement, the SMC Group Licensing Arrangements were subject to, and the Company has complied with, the reporting and announcement requirements under Chapter 14A of the Listing Rules. The terms of all other trademark licensing and sub-licensing arrangements (including the SMIL Trademark Licensing Agreement and the SMBIL Sub-licence Agreement) and the aggregate annual cap of less than HK$10 million for the San Xxxxxx SMC Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx SMC 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 2012 The Extension Letter was entered into at nil consideration and the 10-month period ended 31 October 2013, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$147,000 and HK$996,000 respectively. It 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 SMIL Trademark Licensing Agreement and the SMBIL Sub-licence Agreement, shall be less than HK$10 million for the year ending 31 December 20142010. 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 shareholders’ approval requirement under the Listing Rules.

REASONS FOR THE TRANSACTIONS. The Group is the principal business arm activities of the San Xxxxxx Group responsible for are the production and/or distribution of bottled, canned and draught beers and other beverage products mainly in Hong Kong, Macau and Chinaproducts. Most of the products of the Group are marketed under various brand names owned by various members of the San Xxxxxx Group, including those under the Neptunia Sub-licence Agreement. The “San Xxxxxx” and “Sun Lik” brand names are essential to the Group’s sales. Members of the San Xxxxxx Group are also selling their products in other parts of the world using, among others, the “San Xxxxxx” brand name. The Group has obtained the right to use these brand names owned by the San Xxxxxx Group through various licensing arrangements, including but not limited to, the Neptunia Sub-licence Agreement since 1979 as extended from time to time at substantiality the same terms. As disclosed above, the Extension Letter was entered into by the Company and Neptunia for the purpose of extending the term of the Neptunia Sub-licence Agreement and allowing the Group continue to continue the use of the relevant trademarks to distribute and sell its beer products in the relevant territories as specified in the Neptunia Sub-licence AgreementAgreement after resumption of the operations of the Company’s plant in Hong Kong, which is essential to the principal business of the Group. The Directors (including the independent non-executive Directors) consider the terms of the Neptunia Sub-Sub- licence Agreement (as extended by the Extension Letter) are fair and reasonable, reasonable and on normal commercial terms and that the transactions thereunder are in the ordinary and usual course of business of the Company and in the interests of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS SMC is the ultimate controlling shareholder 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 As disclosed in the 2007 Announcement, 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 SMC 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. At the time of the 2007 Announcement, the SMC Group Licensing Arrangements were subject to, and the Company has complied with, the reporting and announcement requirements under Chapter 14A of the Listing Rules. 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 SMC Group Licensing Arrangements during the remaining term of the agreements under the San Xxxxxx SMC 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 2012 The Extension Letter was entered into at nil consideration and the 10-month period ended 31 October 2013, the aggregate royalties payable by the Group under the San Xxxxxx Group Licensing Arrangements amounted to HK$147,000 and HK$996,000 respectively. It 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 20142011. 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 shareholders’ approval requirement under the Listing Rules. Xx. Xxxxxx Xxxxxxx X. Xxxxx is the common director of both the Company and Neptunia. As mentioned above, for the years ended 31 December 2008, 2009 and the 11-month period from 1 January 2010 to 30 November 2010, the royalties payable to Neptunia under the Neptunia Sub-licence Agreement amounted to approximately nil, HK$75,000 and HK$129,000 respectively. The Company is of the view that based on the historical transaction amount, the transactions pursuant to the Neptunia Sub-licence Agreement are not material to the operations of Neptunia and SMC and thus those Directors who are also directors of Neptunia, SMC and/or its subsidiaries (other than members of the Group) do not have a material interest in the Neptunia Sub-licence Agreement. Accordingly none of the Directors abstained from voting on the Board resolution to approve the entering into of the Extension Letter and the transactions contemplated under the Neptunia Sub-licence Agreement in compliance with Rule 14A.59 (18) of the Listing Rules. The resolution was unanimously passed in the Board meeting. Were the vote from Xx. Xxxxxx Xxxxxxx X. Xxxxx not counted, the resolution would still be unanimously passed.