Examples of Recreation Centre in a sentence
Accordingly, Xx. Xxx Xxxxxx has abstained from voting on the Board resolution in relation to the transaction contemplated under the Renewal Recreation Centre Agreement.
For each of the three years ended 31 December 2012, 31 December 2013 and 31 December 2014, the total sum of service fee paid by the Group to Fuzhou 851 under the Existing Recreation Centre Agreement amounted to RMB6,341,000, RMB6,125,000 and RMB5,000,000 respectively (equivalent to approximately HK$8,020,000, HK$7,750,000 and HK$6,330,000).
Since the nature of the transaction contemplated under the Tenancy Agreement (being leasing of premises) is different from the transaction contemplated under the Renewal Recreation Centre Agreements (being provision of the Services), the transactions contemplated under the Tenancy Agreement and the Renewal Recreation Centre Agreement will not be aggregated and Rule 14A.81 of the Listing Rules will not apply.
Except for Xx. Xxx Xxxxxx, no Directors have a material interest in the transaction contemplated under the Renewal Recreation Centre Agreement.
Based on the provision of variety of recreational facilities with larger recreational area, the service fee charged by Fuzhou 851 under the Renewal Recreation Centre Agreement is fair and reasonable; and the terms of the Renewal Recreation Centre Agreement are on normal commercial terms after arm’s length negotiations.
Given that the transaction amounts under the Renewal Recreation Centre Agreements on annual basis fall within the threshold prescribed in Rule 14A.76(2) of the Listing Rules, the entering into the Renewal Recreation Centre Agreement is only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules and is exempt from the independent shareholders’ approval requirement.
The terms of the Renewal Recreation Centre Agreement were determined after arm’s length negotiations between the parties and with reference to (i) the service fee charged of comparable services; and (ii) the previous service fee paid by the Group under the Existing Recreation Centre Agreement.
Based on the above reasons, the Directors (including the independent non-executive Directors) consider that the Renewal Recreation Centre Agreement was entered into in the ordinary and usual course of business of the Group and on normal commercial terms (or terms no less favourable to the Group than terms available to independent third parties) and is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The transaction contemplated under the Renewal Recreation Centre Agreement constitutes continuing connected transaction on the part of the Company under Chapter 14A the Listing Rules.
The Aggregate Annual Cap for the Renewal Recreation Centre Agreement based on the total annual service fee payable under the Renewal Recreation Centre Agreement for each of the financial years ending 31 December 2015, 2016 and 2017 will not exceed RMB7,000,000 (equivalent to approximately HK$8,860,000).