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. Materials Supply Framework Agreement MATERIALS SUPPLY FRAMEWORK AGREEMENT The Company announces that, on 5 August 2020, Shengmu High-tech (a wholly-owned subsidiary of the Company) entered into the Materials Supply Framework Agreement with Aiyangniu Technology in relation to the supply of materials by Aiyangniu Technology to Shengmu High-tech for a term of three years commencing from 5 August 2020 to 31 December 2022. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Shengmu High-tech is an indirectly wholly-owned subsidiary of the Company; and approximately 73.66% equity interest in Aiyangniu Technology is held by Inner Mongolia Mengniu, which in turn is a wholly-owned subsidiary of China Mengniu. As at the date of this announcement, China Mengniu indirectly holds approximately 17.80% equity interest in the Company and hence is a substantial shareholder of the Company. As a result, China Mengniu is a connected person of the Company, Aiyangniu Technology is an associate of China Mengniu and therefore also a connected person of the Company. Accordingly, the entering into of the Materials Supply Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios under the Listing Rules in respect of the highest proposed annual caps under the Materials Supply Framework Agreement exceed 0.1% but all are less than 5%, the entering into of the Materials Supply Framework Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under the Listing Rules. The Company announces that, on 5 August 2020, Shengmu High-tech (a wholly-owned subsidiary of the Company) entered into the Materials Supply Framework Agreement with Aiyangniu Technology in relation to the supply of materials by Aiyangniu Technology to Shengmu High-tech for a term of three years commencing from 5 August 2020 to 31 December 2022.
CONTINUING CONNECTED TRANSACTION. TENANCY AGREEMENT On 3 August 2020, CKK Central Kitchen as tenant entered into the Tenancy Agreement with CKK Properties as landlord in relation to the tenancy of the Property. CKK Central Kitchen is an indirect wholly-owned subsidiary of Sun Asia. Sun Asia is indirectly owned by the Xxxxxx Brothers who are the beneficiary of the Xxxxxx Family Trust which indirectly holds 54.49% of the shares of the Company in issue. As such, each of CKK Central Kitchen and Sun Asia is a connected person of the Company under the Listing Rules. Accordingly, the Tenancy Agreement constitutes continuing connected transaction for the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transaction contemplated under the Tenancy Agreement is required to be aggregated with the transactions under the Existing Transactions with Sun 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 fee for the transactions under the Tenancy Agreement and the Existing Transactions with Sun Asia Group for the year ended 31 March 2021 are less than 5% but aggregate annual fee is more than HK$3,000,000, the aggregate annual fee and the transactions under the Tenancy Agreement and the Existing Transactions with Sun Asia Group 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. On 3 August 2020, CKK Central Kitchen as tenant entered into the Tenancy Agreement with CKK Properties as landlord in relation to the tenancy of the Property. TENANCY AGREEMENT The principal terms of the Tenancy Agreement are set out below:- Landlord : CKK Properties Tenant : CKK Central Kitchen Property : Portion A of Xxxx 000, 0/X, Xxxxx Xxxxx, 88 Lei Muk Road, Xxxx Xxxxx, New Territories, Hong Kong Usage : Food factory Area : 1,570 square metres Term : 3 August 2020 to 31 March 2021 (both dates inclusive) Rent : HK$15,700 per month (all fees exclusive) Deposit : HK$47,100 Rent Free Period : 3 August 2020 to 31 August 2020 (both dates inclusive) REVISED AGGREGATE ANNUAL CAP FOR TENANCY AGREEMENT AND EXISTING TRANSACTIONS WITH SUN ASIA GROUP Reference is made to the announcement of the Company dated 31 March 2020 in relation to the continuing connected transactions of the Company. The annual cap for the Existing Transactions with Sun Asia Group was HK$3,225,000 for t...
CONTINUING CONNECTED TRANSACTION. ZOUPING STEAM SUPPLY AGREEMENT Reference is made to the Announcement of the Company dated 16 December 2019 in respect of, among others, the New Steam Supply Agreement and the Annual Caps. Unless otherwise defined in this announcement, terms defined in the Announcement shall have the same meaning when used herein.
CONTINUING CONNECTED TRANSACTION. On 18 December 2015, Xxxx Xxx Xxx Group and Shanghai Xxxx Xxx Xxx entered into the Supplemental Lease Agreement in relation to the Renewed Yingkou Lease Agreement to downward adjust the rates for determining the rent payable by Shanghai Xxxx Xxx Xxx for the Restaurant Lease and to grant to Shanghai Xxxx Xxx Xxx two options of renewal of the Restaurant Lease for two consecutive terms of three years each.
CONTINUING CONNECTED TRANSACTION. THE MASTER AGREEMENT On 4 June 2008, the Company (as seller) entered into the Master Agreement with YRS (as buyer) in relation to the sale of the Products (which include the Equipment and the Turnkey Projects) by the Company to YRS for the two years ending 31 December 2009. Pursuant to the Master Agreement, the Directors expected that the Annual Caps for the Transaction for the two years ending 31 December 2009 will be approximately RMB589 million and approximately RMB1,028 million respectively.
CONTINUING CONNECTED TRANSACTION. SALE AND PURCHASE FRAMEWORK AGREEMENT The 2018 Sale and Purchase Framework Agreement expired on 31 December 2020 and HYY, a wholly-owned subsidiary of the Company, and Sichuan Changhong wish to enter into an agreement to renew the principal terms of the 2018 Sale and Purchase Framework Agreement. As a result, the Board announces that on 28 January 2021, HYY and Sichuan Changhong entered into the Sale and Purchase Framework Agreement, pursuant to which, HYY and its associates intended to provide installation engineering services for air-conditioning appliance products to Sichuan Changhong and its associates, and Sichuan Changhong and its associates intended to sell air- conditioning appliance products to HYY and its associates, for a term commencing from the Effective Date to 31 December 2023. GEM LISTING RULES IMPLICATIONS As at the date of this announcement, Xxxx Xxxx Ground Source Heating Device Technology Co., Ltd. (宏源地能熱寶技術有限公司) is jointly invested by HYY and Sichuan Changhong, in particular, it is owned as to 51% by HYY and 49% by Sichuan Changhong. Under the definition of the GEM Listing Rules, Sichuan Changhong is a connected person of the Company at the subsidiary level. As such, the transaction contemplated under the Sale and Purchase Framework Agreement constitutes a continuing connected transaction of the Company under Chapter 20 of the GEM Listing Rules. Given that (i) Sichuan Changhong is a connected person of the Company at the subsidiary level;
CONTINUING CONNECTED TRANSACTION. TENANCY AGREEMENT On 6 July 2016, Harvest Top, a wholly-owned subsidiary of the Company, as tenant, has entered into the Tenancy Agreement with High Brand as landlord, in respect of the leasing of the Property. The principal terms of the Tenancy Agreement are set out below: Parties: High Brand as landlord and Harvest Top as tenant Property being leased: Unit 0000, 00xx Xxxxx, Xxxx Xxxxx, Xxxx Xxx Centre, No. 168- 000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx Term: 1 August 2016 to 31 July 2018 (both days inclusive) Monthly rental: HK$173,740 per month exclusive of rates, government rent, management fees, air-condition charge, water charge, electricity charge, gas charge and all other outgoings. The rental is payable in advance on the first day of each month. Deposit: HK$593,442 (representing three months’ rent and management fee and one quarter of government rates) and is payable upon signing of the Tenancy Agreement Proposed Annual Caps of the Tenancy Agreement Based on the monthly rental payable under the Tenancy Agreement, the proposed annual cap for each of the three years ending 30 June 2019 under the Tenancy Agreement is set out below: For the year ending 30 June 2017 For the year ending 30 June 2018 For the year ending 30 June 2019 HK$ HK$ HK$ Proposed annual cap amount 1,911,140 2,084,880 173,740 Condition The transactions contemplated under the Tenancy Agreement will be subject to the fulfillment of the following condition:
CONTINUING CONNECTED TRANSACTION. The principal activities of the Group are distribution and manufacturing of garments, leather goods and accessories, licensing of brand name, and property investment and development. The Leased Premises are held by the Group for the purpose of earning rental income. The Directors consider it is beneficial to the Group to renew the Existing Lease at market rate so that the Group can receive rental and building management fee income continuously without the interruption causing by the search of new tenants. The Directors (including the independent non-executive Directors) are of the view that the Continuing Connected Transaction has been conducted in the ordinary and usual course of business of the Group. The Directors (including the independent non-executive Directors) consider that the New Lease is entered into after arm’s length negotiations and on normal commercial terms, and the terms of the Continuing Connected Transaction under such agreement and the related annual caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. GWTCCL is principally engaged in operation of commercial club, information technology consulting and catering services. IMPLICATIONS UNDER THE LISTING RULES GWTCCL is indirectly owned as to 75% by Xx. Xxxxx, a son of Xx. Xxxxx Xxx Xxx (the Chairman of the Company) and Xxxxx Xxxx Xxx Xxxx (an executive Director of the Company), and a brother of Xx. Xxxxx Chi Xxxx, Xxxxx (the Deputy Chairman and Chief Executive Officer of the Company). Xx. Xxxxx is also a beneficiary of the Xx. Xxxxx Xxx Xxx’s family trust, the 62.42% controlling shareholder of the Company. Xx. Xxxxx is therefore a connected person to the Company under the Listing Rules and the entering into of the New Lease constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. One of the relevant applicable percentage ratios in respect of the annual consideration for the Continuing Connected Transaction is more than 0.1% and the annual consideration exceeds HK$1,000,000. However, as all the relevant applicable percentage ratios are less than 5%, the Continuing Connected Transaction is subject to the reporting, announcement and annual review requirements as set out in Chapter 14A of the Listing Rules, but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As family members of Xx. Xxxxx, Xx. Xxxxx Xxx Xxx, Xxxxx Xxxx Xxx Xxxx and Xx. Xxxxx Ch...
CONTINUING CONNECTED TRANSACTION. The Landlords are companies controlled by the estate of Xx. Xxxx Xxxx, a controlling shareholder of the Company holding 34.6% of the issued share capital of the Company. Therefore, the Landlords are connected persons by reason of them being associates of a connected person of the Company within the meaning of Rule 14A.11 of the Listing Rules. Accordingly, the Tenancy Agreement constitutes a continuing connected transaction for the Company under the Listing Rules. There are no agreements of the Company in the last 12 months besides the Tenancy Agreement and the Previous Tenancy Agreements which would require aggregation pursuant to Rule 14A.25 of the Listing Rules. Since the applicable percentage ratios (as defined in the Listing Rules) for the Tenancy Agreement and the Previous Tenancy Agreements (which are aggregated under Rule 14A.25 of the Listing Rules) are less than 2.5%, in accordance with Rule 14A.34 of the Listing Rules, the Tenancy Agreement is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent shareholders' approval requirements under Rule 14A.34 of the Listing Rules. Details of the Tenancy Agreements will be included in the annual report and accounts of the Company for each of the relevant financial years in accordance with Rule 14A.46 of the Listing Rules.
