CONTINUING CONNECTED TRANSACTION. The Board announces that on 26th September, 2016, the New Licence Agreement was entered into between HNHKL, an indirect wholly-owned subsidiary company of the Company, as grantor and PWCL as licensee regarding the renewal of the licensing of a sales corner in the PP Xxxxxx Xxxxxxx Store by the Group to PWCL. As PWCL is an associate of Xxx Xxxxxxx Xxxx, a Director and substantial shareholder of the Company, PWCL is therefore a connected person of the Company for the purpose of the Listing Rules. Accordingly, the New Licence Agreement constitutes a Continuing Connected Transaction of the Company under Chapter 14A of the Listing Rules. Given that the maximum annual cap receivable by the Group under the New Licence Agreement is more than 0.1 per cent. but less than 5 per cent. of each of the applicable percentage ratios of the Company, the New Licence Agreement is subject to announcement, annual reporting and annual review requirements under Rule 14A.35, Rule 14A.49 and Rules 14A.55 to 14A.59 of the Listing Rules respectively and is exempt from the circular and Independent Shareholders’ approval requirements under the Listing Rules. The Board announces that on 26th September, 2016, the New Licence Agreement was entered into between HNHKL, an indirect wholly-owned subsidiary company of the Company, as grantor and PWCL as licensee regarding the renewal of the licensing of a sales corner in the PP Xxxxxx Xxxxxxx Store by the Group to PWCL for a further period of one year commencing from 7th October, 2016 and expiring on 6th October, 2017 (both days inclusive) which will supersede the existing licence agreement dated 24th September, 2013 (“the Existing Licence Agreement”) upon its expiry on 6th October, 2016 as detailed below :- Grantor: HNHKL Licensee: PWCL Premises: A sales corner in the PP Xxxxxx Xxxxxxx Store Lettable Area: About 4,095 sq. ft. Period: One year commencing from 7th October, 2016 and expiring on 6th October, 2017 (both days inclusive) Licence Fee: Monthly licence fee payment of HK$1,375,000, to be paid in cash within 20 days from the end of each month in arrears. This licence fee was derived in accordance with the prevailing market rental within the PP Xxxxxx Xxxxxxx Store, the size and location of the sales corner within the PP Xxxxxx Xxxxxxx Store, the prestige of the relevant brand and its products and the prevailing as well as the expected market conditions PWCL has been the licensee of the above premises since 7th October, 2011. The details ...
CONTINUING CONNECTED TRANSACTION. TENANCY AGREEMENT On 15 September 2021, SCL as landlord entered into the Tenancy Agreement with TDS as tenant in relation to the tenancy of the Property. SCL is a wholly-owned subsidiary of East-Asia. East-Asia is indirectly wholly-owned by the Xxxxxx Family Trust which indirectly holds 54.49% of the shares of the Company in issue. As such, each of East-Asia and SCL is a connected person of the Company under the Listing Rules. Accordingly, the transaction contemplated under the Tenancy Agreement constitutes continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transaction contemplated under the Tenancy Agreement is required to be aggregated with the existing transactions with East-Asia Group (which are also continuing connected transactions for the Company). As all applicable percentage ratios (other than the profits ratio) in respect of the aggregate annual fees to the transactions with East-Asia Group for the year ending 31 March 2022 are less than 5% but the aggregate annual fees are more than HK$3,000,000, the transactions with East-Asia Group and the aggregate annual fees for the year ending 31 March 2022 are subject to the announcement, annual review and reporting requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pursuant to HKFRS 16 “Leases”, the Company will recognise leases that having a lease term of 12 months or less as short-term leases. Accordingly, the rental payment to be made by the Group under the Tenancy Agreement will be recognised as expenses in the consolidated statement of profit or loss of the Group. On 15 September 2021, SCL as landlord entered into the Tenancy Agreement with TDS as tenant in relation to the tenancy of the Property. TENANCY AGREEMENT The principal terms of the Tenancy Agreement are set out below:- Landlord : SCL Tenant : TDS Property : Portion A of Ground Floor, Cheong K. Building, 00-00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx Usage : Shop Area : 152 square feet Term : from 16 September 2021 to 31 March 2022 (both days inclusive) Rent : HK$72,000 per month (all fees exclusive) REVISED ANNUAL CAP FOR TRANSACTIONS WITH EAST-ASIA GROUP Reference is made to the announcements of the Company dated 1 April 2021, 26 April 2021 and 18 May 2021 in relation to the continuing connected transactions of the Company. The annual cap for the transactions with East-Asia Group was HK$17...
CONTINUING CONNECTED TRANSACTION. THE AGREEMENT On 3 December 2021, the Company entered into the Agreement with Yunnan Baiyao Group, a substantial shareholder of the Company, pursuant to which the Company agreed to provide the New Sublease and Office Services to Yunnan Baiyao Group for a term commencing from 1 December 2021 to 5 May 2022 at a monthly rent of HK$362,736. LISTING RULES IMPLICATIONS As Yunnan Baiyao Group is the substantial shareholder of the Company, Yunnan Baiyao Group is a connected person of the Company. Accordingly, the Agreement constitutes a continuing connected transaction on the part of the Company under Chapter 14A of the Listing Rules. As all of the relevant percentage ratios (other than the profits ratio) under Chapter 14A of the Listing Rules for the transactions contemplated under the Agreement and the Sublease and Office Services, when aggregated, are, on an annual basis, less than 5%, the Agreement and the Sublease and Office Services are subject to the reporting, annual review and announcement requirements but are exempt from the independent Shareholders’ approval requirement pursuant to Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 19 November 2021 in relation to the continuing connected transaction of the Company not previously disclosed. Since 2019, the Group agreed to provide the Sublease and Office Services to Yunnan Baiyao Group. The Relevant Expenses for the years ended 31 March 2020 and 31 March 2021 and period from 1 April 2021 to 30 November 2021 amounted to approximately HK$10.4 million, HK$5.1 million and HK$2.9 million, respectively. On 3 December 2021, the Company entered into the Agreement with Yunnan Baiyao Group, a substantial shareholder of the Company, pursuant to which the Company agreed to provide the New Sublease and Office Services to Yunnan Baiyao Group for a term commencing from 1 December 2021 to 5 May 2022 at a monthly rent of HK$362,736. THE AGREEMENT Date: 3 December 2021 Parties: (i) The Company (ii) Yunnan Baiyao Group Yunnan Baiyao Group is the substantial shareholder of the Company and its principal businesses include pharmaceutical products, health products, Chinese medicine resources and pharmaceutical logistics. Subject matter Pursuant to the Agreement, the Company has agreed to provide the New Sublease and Office Services to Yunnan Baiyao Group for a term commencing from 1 December 2021 to 5 May 2022 at a monthly rent of HK$362,736. Pursuant to the Agreement, Yunnan Baiyao Gro...
CONTINUING CONNECTED TRANSACTION. THE SUPPLY AGREEMENT The Company is pleased to announce that, on 29th December 2017, RT Mart China (an indirect non-wholly owned subsidiary of the Company) and Tmall Supply (an indirect wholly-owned subsidiary of Taobao China) entered into the Supply Agreement, pursuant to which RT Mart China agreed to purchase and Tmall Supply agreed to supply the Relevant Products to RT Mart China. The Supply Agreement has a term commencing from 31 December 2017 and ending on 31 December 2018. IMPLICATIONS UNDER THE LISTING RULES Taobao China holds approximately 20.98% of the total issued Shares of the Company as at the date of this announcement and is therefore a substantial shareholder and a connected person of the Company under the Listing Rules. Accordingly, Tmall Supply, as an indirectly wholly owned subsidiary of Taobao China, is a connected person of the Company under the Listing Rules. The Supply Agreement and the transactions contemplated thereunder therefore constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios under the Listing Rules for the Proposed Annual Cap exceed 0.1% but not 5%, the Supply Agreement and the transactions contemplated thereunder are expected to be subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company is pleased to announce that, on 29th December 2017, RT Mart China (an indirect non-wholly owned subsidiary of the Company) and Tmall Supply (an indirect wholly-owned subsidiary of Taobao China) entered into the Supply Agreement, pursuant to which RT Mart China agreed to purchase and Tmall Supply agreed to supply the Relevant Products to RT Mart China. The Supply Agreement has a term commencing from 31 December 2017 and ending on 31 December 2018. THE SUPPLY AGREEMENT Date : 29th December 2017 Parties : (i) RT Mart China; and
CONTINUING CONNECTED TRANSACTION. The Board hereby announces that on 13 March 2024, the Company entered into the Trademark Licensing Agreement with Isuzu, pursuant to which Isuzu licensed and authorised the Company to use its trademarks for the purpose of manufacturing and sales of the Licensed Vehicles in the PRC. Trademark Licensing Agreement Principal terms of the Trademark Licensing Agreement are summarised below: Date: 13 March 2024 Parties: (i) the Company; and
CONTINUING CONNECTED TRANSACTION. On 26 April 2013, the Company and SGL entered into the New Framework Agreement of a term commencing from 26 April 2013 to 31 December 2015 for the provision of the Relevant Services to SGL Group by the Group. SGL is directly and indirectly controlled by Xx. Xxx and his spouse, Xx. Xxxxx Xxxxxxx. In this regard, each of SGL and its subsidiaries is a connected person of the Group under Rule 14A.11 of the Listing Rules. The provision of the Relevant Services under the New Framework Agreement constitutes continuing connected transaction of the Company under the Listing Rules. As the percentage ratios in respect of the transactions contemplated under the New Framework Agreement are, more than 0.1% but less than 5% on an annual basis, such transactions are subject to the reporting, annual review and announcement requirements, but exempt from the independent shareholders’ approval requirements under the Listing Rules.
CONTINUING CONNECTED TRANSACTION. The Landlord is a wholly-owned subsidiary of COSCO Hong Kong. The Tenant is a wholly- owned subsidiary of the Company. COSCO is the controlling shareholder of both COSCO Hong Kong and the Company, controlling as at the date hereof 100% of the entire issued share capital of COSCO Hong Kong and approximately 50.96% of the entire issued share capital of the Company. Therefore, the transaction contemplated under the Tenancy Agreement constitutes a Continuing Connected Transaction of the Company under the Listing Rules. COSCO, COSCO Hong Kong and the Landlord are all connected persons of the Company under the definition of the Listing Rules. The term of the tenancy for the Properties is three years. As each of the percentage ratio (other than the profits ratio) in respect of the Tenancy Agreement falls below 2.5%, the Company is exempted from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. The Company is only obliged to comply with the reporting and announcement requirements under Chapter 14A of the Listing Rules in respect of the Tenancy Agreement.
CONTINUING CONNECTED TRANSACTION. On 15 May 2013, Xxxxxxx International entered into the New Technology Licence Agreement with NCLS, whereby Xxxxxxx International granted to NCLS an exclusive non-transferrable right to use the know-how and certain trade names, trademarks and copyrights of Xxxxxxx International, within the PRC, in respect of engineering, manufacture, construction, assembly and sale of products used in the liquid food industry within the PRC, and to render related technical and commercial services to NCLS, for a period commencing on 15 May 2013 up to and including 31 December 2014. The consideration payable by NCLS to Xxxxxxx International under the New Technology Licence Agreement comprises:
CONTINUING CONNECTED TRANSACTION. As at December 30, 2005 (the date of the Master Services Agreement), IBM was interested in approximately 10.95% (comprising ordinary voting shares only) of the total issued share capital (comprising ordinary voting shares only) of the Company and approximately 14.72% (comprising ordinary voting shares and non-voting shares) of the total issued share capital (comprising ordinary voting shares and non voting shares). Since IBM was interested in more than 10% of voting power at general meetings of the Company, IBM is a “substantial shareholder” of the Company and thus a connected person of the Company. Therefore, the entering into of the Master Services Agreement by Lenovo (Singapore) with IBM constitutes a continuing connected transaction for the Company. As the applicable percentage ratios for each of the Fee Cap and the Termination Fee Cap payable under the Master Services Agreement are less than 2.5%, the entering into of the Master Services Agreement is only subject to announcement and reporting requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and annual review requirements set out in Rules 14A.37 to 14A.40 of the Listing Rules, but is exempt from independent shareholders’ approval requirements. The Company shall re-comply with Rules 14A.35(3) and 14A.35(4) of the Listing Rules if:
CONTINUING CONNECTED TRANSACTION. Renewed Construction Materials Purchase Framework Agreement Reference is made to the announcement of the Company dated May 4, 2020 in relation to the existing construction materials purchase framework agreement entered into between the Company and Zhuozhou Tianbao Construction, which will expire on December 31, 2020. The Board is pleased to announce that, on December 30, 2020, the Company resolved to renew the existing construction materials purchase framework agreement and entered into the Renewed Construction Materials Purchase Framework Agreement with Zhuozhou Tianbao Construction, pursuant to which Zhuozhou Tianbao Construction agreed to provide construction materials, including but not limited to CL grid plates and weldmesh, to the Group according to the separate agreements in respect of the transactions to be entered into between the relevant member of the Group and Zhuozhou Tianbao Construction from time to time. The Company and Zhuozhou Tianbao Construction agreed that the Renewed Construction Materials Purchase Framework Agreement shall be effective from January 1, 2021 to December 31, 2021, and the maximum annual amount payable by the Group to Zhuozhou Tianbao Construction for the purchase of construction materials shall not exceed RMB8,282,000 (equivalent to approximately HK$9,856,000). The principal terms of the Renewed Construction Materials Purchase Framework Agreement are as follows: Date: December 30, 2020 Parties: (1) the Company; and (2) Zhuozhou Tianbao Construction Term: January 1, 2021 to December 31, 2021 (both days inclusive) Nature of transaction: Zhuozhou Tianbao Construction will provide construction materials (including but not limited to CL grid plates and weldmesh) to the Group. The Group has the right to determine the ultimate volume of construction materials purchased from Zhuozhou Tianbao Construction. Pricing basis: The Group will enter into separate agreement(s) with Zhuozhou Tianbao Construction in respect of its specific needs of construction materials. The amount payable by the Group under each separate agreement should be determined after arm’s length negotiations with respect to the Group’s specific needs of products, including the product quantity, type, unit price, quality, payment terms, delivery date and reliability of the products, with reference to the prevailing market prices, historical prices and the prices quoted by at least two other contemporaneous transactions with Independent Third Parties for products i...
