Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Stock Code: 1443)

CONTINUING CONNECTED TRANSACTIONS

2020 CONNECTED TENANCY FRAMEWORK AGREEMENT

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

Reference is made to the circular of the Company dated 28 February 2017 in relation to the 2017 Connected Tenancy Framework Agreement entered into between the Company and Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung, Mr. CN Yeung and Mr. Leung and the circulars of the Company dated 13 July 2018, 26 July 2018 and 8 May 2019 in relation to the supplemental agreements of the 2017 Connected Tenancy Framework Agreement. Pursuant to the 2017 Connected Tenancy Framework Agreement, the parties agreed to (a) renew the existing connected leases; and (b) enter into the new connected leases, at the material time, with a term not passing beyond the expiry date of the 2017 Connected Tenancy Framework Agreement. The 2017 Connected Tenancy Framework Agreement, as amended and supplemented, was initially approved by an ordinary resolution of the Independent Shareholders at the extraordinary general meeting of the Company held on 21 March 2017.

THE 2020 CONNECTED TENANCY FRAMEWORK AGREEMENT

The term of the 2017 Connected Tenancy Framework Agreement and the connected tenancy agreements contemplated thereunder will collectively expire on 31 March 2020, except for Premises 1 where the subsisting connected tenancy agreement covers the lease period from 1 August 2017 to 31 July 2020. The Board wishes to announce that on 9 December 2019 after trading hours, the Company and Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung, Mr. CN Yeung and Mr. Leung renewed the 2017 Connected Tenancy Framework Agreement for a term of three years from 1 April 2020 to 31 March 2023 by entering into the 2020 Connected Tenancy Framework Agreement.

- 1 -

The 2020 Connected Tenancy Framework Agreement is subject to the approval of the Independent Shareholders. Upon the approval of 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, relevant members of the Group and relevant members of Connected Landlord Entities shall further enter into a separate 2020 Connected Tenancy Agreement for each of the transactions contemplated under the 2020 Connected Tenancy Framework Agreement.

LISTING RULES IMPLICATIONS

Given that (i) Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, being the executive Directors, are connected persons of the Company; and (ii) Mr. CN Yeung and the Connected Landlord Entities are associates of connected persons of the Company and are therefore connected persons of the Company pursuant to Rule 14A.07 of the Listing Rules, the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios for the Right-of-use Asset Caps is more than 5%, the entering into of the 2020 Connected Tenancy Framework Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps will be subject to the notification, announcement, annual review, circular (including independent financial advice) and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Apart from the monthly rent payable to the Connected Landlord Entities, the relevant member of the Group shall also be responsible for paying, among others, the Service Charges. In particular, the monthly payment of Service Charges to the landlord of Premises 1 and 35 also constitutes a continuing connected transaction for the Company. As one or more of the applicable percentage ratios for the Service Charges Caps is more than 0.1% but less than 5%, the Service Charges for Premises 1 and 35 and Service Charges Caps will be subject to the notification, announcement and annual review but exempted from circular (including independent financial advice) and Independent Shareholders' approval requirements Chapter 14A of the Listing Rules.

An extraordinary general meeting will be convened, during which an ordinary resolution(s) will be proposed to the Independent Shareholders to consider and if appropriate, approve the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps. Any vote of the Independent Shareholders at the extraordinary general meeting will be taken by poll.

- 2 -

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise and give recommendation to the Independent Shareholders on the entering into of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps. Octal Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

For the purpose of seeking the approval of the Independent Shareholders, a circular containing, inter alia, (i) details of the transactions contemplated under the 2020 Connected Tenancy Framework Agreement; (ii) a letter from the Independent Board Committee; (iii) a letter of advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable, but in any event not later than 31 December 2019.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

BACKGROUND INFORMATION

Reference is made to the circular of the Company dated 28 February 2017 in relation to the 2017 Connected Tenancy Framework Agreement entered into between the Company and Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung, Mr. CN Yeung and Mr. Leung and the circulars of the Company dated 13 July 2018, 26 July 2018 and 8 May 2019 in relation to the supplemental agreements of the 2017 Connected Tenancy Framework Agreement. Pursuant to the 2017 Connected Tenancy Framework Agreement, the parties agreed to (a) renew the existing connected leases; and (b) enter into the new connected leases, at the material time, with a term not passing beyond the expiry date of the 2017 Connected Tenancy Framework Agreement. The 2017 Connected Tenancy Framework Agreement, as amended and supplemented, was initially approved by an ordinary resolution of the Independent Shareholders at the extraordinary general meeting of the Company held on 21 March 2017.

The term of the 2017 Connected Tenancy Framework Agreement and the connected tenancy agreements contemplated thereunder will collectively expire on 31 March 2020, except for Premises 1 where the subsisting connected tenancy agreement covers the lease period from 1 August 2017 to 31 July 2020. The Board wishes to announce that on 9 December 2019 after trading hours, the Company and Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung, Mr. CN Yeung and Mr. Leung renewed the 2017 Connected Tenancy Framework Agreement for a term of three years from 1 April 2020 to 31 March 2023 by entering into the 2020 Connected Tenancy Framework Agreement.

Pursuant to the 2020 Connected Tenancy Framework Agreement, the parties agreed to (a) renew the existing connected leases that are subsisting as at the date of this announcement, where applicable; (b) enter into the new connected leases that are ascertainable at the date of this announcement; and (c) enter into connected leases from time to time with a term not passing beyond the expiry date of the

- 3 -

2020 Connected Tenancy Framework Agreement, on normal commercial terms based on prevailing market rentals. The 2020 Connected Tenancy Framework Agreement is subject to the approval of the Independent Shareholders. Upon the approval of 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, relevant members of the Group and relevant members of Connected Landlord Entities shall further enter into a separate 2020 Connected Tenancy Agreement for each of the transactions contemplated under the 2020 Connected Tenancy Framework Agreement.

THE 2020 CONNECTED TENANCY FRAMEWORK AGREEMENT AND THE 2020 CONNECTED TENANCY AGREEMENTS

Principal terms of the 2020 Connected Tenancy Framework Agreement

The following sets forth a summary of the principal terms of the 2020 Connected Tenancy Framework Agreement:

Date

:

9 December 2019

Parties

:

(a)

The Company;

(b)

Mr. Yeung, an executive Director, the chairman, the chief

executive officer and one of the Controlling Shareholders;

(c)

Mr. YC Yeung, an executive Director and one of the

Controlling Shareholders;

(d)

Mr. YK Yeung, an executive Director and one of the

Controlling Shareholders;

(e)

Mr. CN Yeung, the son of Mr. YC Yeung; and

(f)

Mr. Leung, an executive Director.

- 4 -

Agreement to enter into the 2020 Connected Tenancy Agreements

Term

Conditions

  • The parties to the 2020 Connected Tenancy Framework Agreement agreed that relevant members of the Group and the Connected Landlord Entities shall, subject to the approval of 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, further enter into the 2020 Connected Tenancy Agreements to
    1. renew the existing connected leases that are subsisting as at the date of this announcement, where applicable; (b) enter into the new connected leases that are ascertainable at the date of this announcement; and (c) enter into connected leases from time to time with a term not passing beyond the expiry date of the 2020 Connected Tenancy Framework Agreement, on normal commercial terms based on prevailing market rentals. The details of the connected leases that are ascertainable at the date of this announcement are summarised in the table headed "The Premises" below.

The parties agree that all the 2020 Connected Tenancy Agreements shall be, among others, (a) in writing and set forth the terms and conditions on which the lease shall be undertaken; (b) reflect the then prevailing market rates and no less favourable than the terms and conditions offered by an independent third party (as defined in the Listing Rules); (c) have a fixed term period not exceeding three years and with a term not passing beyond the expiry date of the 2020 Connected Tenancy Framework Agreement; and (d) given that there are many detailed terms in the 2020 Connected Tenancy Agreements, for prudence sake, in the event of any conflict between the terms of the 2020 Connected Tenancy Framework Agreement and the terms of the 2020 Connected Tenancy Agreements, the terms of the 2020 Connected Tenancy Framework Agreement shall prevail.

The expected principal terms of the 2020 Connected Tenancy Agreements are summarised in the table headed "Principal terms of the 2020 Connected Tenancy Agreements" below.

  • The 2020 Connected Tenancy Framework Agreement has a term of three years commencing from 1 April 2020 to 31 March 2023 (both days inclusive).
  • The passing by the Independent Shareholders at the extraordinary general meeting of an ordinary resolution by way of poll approving the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps.

- 5 -

Principal terms of the 2020 Connected Tenancy Agreements

The following sets forth a summary of the expected principal terms of each of the 2020 Connected Tenancy Agreements:

Parties

: (a)

Relevant member of the Group; and

(b)

Relevant member of the Connected Landlord Entities

Term

: The terms of the 2020 Connected Tenancy Agreements that are

ascertainable as at the date of this announcement are 36 months

as set forth in the table headed "The Premises" below during

the three-year term of 2020 Connected Tenancy Framework

Agreement.

Rent and other outgoing

: Relevant member of the Group shall pay the monthly rent as set

forth in the 2020 Connected Tenancy Agreements (exclusive of the

Government rent, the Government rates and the Service Charges)

in advance without deduction or set off on the first day of each

calendar month. Relevant member of the Group shall deposit with

the relevant member of the Connected Landlord Entities sums

equivalent to two times of the monthly rental as deposits for each

of the 2020 Connected Tenancy Agreements.

Relevant member of the Group shall also be responsible for

paying:

(i)

all the Government rent, taxes and outgoings of a recurring

nature imposed on the leased premises or the owner or

occupier of the leased premises by the Government;

(ii)

rates charged on the leased premises as assessed by the

Government quarterly in advance which shall be payable

on the first day of the months of January, April, July and

October, provided that the first payment shall be paid on

the commencement of the relevant 2020 Connected Tenancy

Agreement; and

(iii)

the Service Charges and charges for utilities (i.e. the

transmission of sewage, water, electricity, gas, and

telecommunications) at the leased premises.

- 6 -

The Premises

The following sets forth a summary of the landlords, tenants, location, monthly rental, term and use for each of the connected leases that are ascertainable at the date of this announcement pursuant to the 2020 Connected Tenancy Framework Agreement. The parties have agreed to, subject to the approval of the 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, enter into a separate 2020 Connected Tenancy Agreement for the connected lease of each of the leased premises:

The existing connected leases to be renewed

Monthly

Landlord

Tenant

Location

rental

Term

Use

(Note 1)

(Note 2)

1.

China Good

Centralink

The whole of Third floor of Hsin Kuang Centre, No.120

HK$1,300,000

1 April 2020 to

Restaurant

Corporation

International

Lung Cheung Road, Kowloon, erected on New

31 March

operation

Limited

Development

Kowloon Inland Lot No.5755, Hong Kong

2023 (Note 3)

Limited

2.

China Hall

Sino Rank

1-5/F, and parking spaces Nos. L3, L4, L8, L9, L10,

HK$960,000

1 April 2020 to

Central

Enterprises

Limited

P1, P2, P3, P6, P7 and P8 on G/F Sandoz Centre,

31 March

kitchen and

Limited

178-182 Texaco Road, Tsuen Wan, New Territories,

2023

logistics

Hong Kong

centre

3.

Sino Billion

China Mutual

Shop No. 91A on the G/F and 1/F, Shop No. 125B on 2/F,

HK$884,000

1 April 2020 to

Restaurant

Development

Development

portion 1 of shop No. 103A on 1/F and portion 1 of

31 March

operation

Limited

Limited

Shop No. 104A on 2/F, Nos. 69-119 Broadway, Mei

2023

Foo Sun Chuen, Kowloon, Hong Kong

4.

Central Base

Central King

Shop 201 on the Second Floor of Kings Wing Plaza 2,

HK$820,000

1 April 2020 to

Restaurant

Industrial

Development

No.1 On Kwan Street, Sha Tin, New Territories,

31 March

operation

Limited

Limited

Hong Kong

2023

5.

Excel Source

China Extreme

Portion of shop 1A on level 5 and the whole of Level 6,

HK$460,000

1 April 2020 to

Restaurant

Investment

Limited

The Commercial Block of Greenwood Terrace, 16

31 March

operation

Limited

Tai Man Street, Hong Kong

2023

6.

Sino Billion

Central

Portion of Unit No. G16 on G/F, Units Nos. B105,

HK$456,000

1 April 2020 to

Restaurant

Development

Champion

B106, B107, B108, B109, B110, B111, B112, B113,

31 March

operation

Limited

Limited

B114, B115, B116, B117, B118, B119, B120,

2023

B121, B122, B131, B132 and Coffee Shop "A" on

Basement 1/F, East Ocean Centre, No. 98 Granville

Road, Kowloon, Hong Kong

7.

China Spring

China Extreme

Shop A, G/F, Kwai Chung Car Park and Shopping

HK$397,000

1 April 2020 to

Restaurant

Development

Limited

Centre, 26-30 Wo Yi Hop Road, Kwai Chung, New

31 March

operation

Limited

Territories, Hong Kong

2023

8.

China Body Limited China Show

Portion of G/F of Elegant Garden, No. 409 Queen's

HK$270,000

1 April 2020 to

Restaurant

Industrial

Road West, Hong Kong

31 March

operation

Limited

2023

9.

China Hall

Central King

Restaurant A, 1/F, Tower 1 Enterprise Square, 9 Sheung

HK$380,000

1 April 2020 to

Restaurant

Enterprises

Development

Yuet Road, Kowloon, Hong Kong

31 March

operation

Limited

Limited

2023

10.

China Spring

China Show

Restaurant 5-6, G/F, restaurant 8, 1/F & portion of

HK$380,000

1 April 2020 to

Restaurant

Development

Industrial

Restaurant 7, 1/F together with Car Parking Spaces

31 March

operation

Limited

Limited

Nos. C106, C107 and C108 on 1/F, Canaryside, 8

2023

Shung Shun Street, Kowloon, Hong Kong

- 7 -

Landlord Tenant Location

Monthly

rental

Term

Use

(Note 1)

(Note 2)

11.

Excel Source

China Easy

Investment

Investment

Limited

Limited

12.

China Crown

China

Industrial

Professional

Limited

Asia Limited

13.

Central Big

China Show

Enterprises

Industrial

Limited

Limited

14.

China Hall

Central Group

Enterprises

(Hong Kong)

Limited

Limited

15.

China All

China Mutual

Enterprises

Development

Limited

Limited

16.

Sino Horse

China Harvest

Investment

(Hong Kong)

Limited

Limited

17. 廣州順隆投資有限 廣州加盈餐飲

公司

管理有限公

司安華匯分

公司

18.

China Spring

China Kings

Development

Development

Limited

Limited

19.

China Label

China Harvest

Industries

(Hong Kong)

Limited

Limited

20.

Merry Gain

China Kings

International

Development

Limited

Limited

21.

Kind Rich

China Kings

International

Development

Limited

Limited

22.

Central Steel

China Harvest

Limited

(Hong Kong)

Limited

23.

Spring Luck Hong

Fulum

Kong Limited

Management

Limited

Portion of G/F, Lux Theatre Building, 2-20 Ming On Street, 103-105 Baker Street and 2J-2K Bulkeley Street, Kowloon, Hong Kong

4/F, Shatin Fun City, 7 Lek Yuen Street, Shatin, New Territories

Restaurant on 1/F (including lavatories, lift lobby and entrance hall on 1/F, escalators leading to the restaurant from G/F, staircases No. 5,6 & 8 and lift No. 11 and lift machine room for lift No. 11 on 2/F), Tuen Mun Central Square, No. 22 Hoi Wing Road, Tuen Mun, New Territories, Hong Kong

Unit G5, G/F, Enterprise Square, 9 Sheung Yuet Road, Kowloon, Hong Kong

Unit A on G/F, Unit A on 1/F and the canopy adjoining such unit and portion of unit A on 2/F, Kin Wing Commercial Building, Nos. 24-30 Kin Wing Street, Tuen Mun, New Territories, Hong Kong

Shop A on the basement of Kimberley House, No. 35 Kimberley Road, Kowloon, Hong Kong erected on all that piece or parcel of ground registered in the land registry of the Government as Kowloon Inland Lot No.7403, Hong Kong

Rooms 01-22, 22nd Floor, Lufu Lianhe Guangchang (Lufu Union Square), No. 233, Hanxi Avenue West, Panyu District, Guangzhou, the PRC*

(中國廣州市番禺區漢溪大道西233號路福聯合廣場2201-22房)

Portion of Ground Floor (known as Shop B and Shop

  1. of Kwai Chung Car Park and Shopping Centre, Nos.26-30 Wo Yi Hop Road, Kwai Chung, New Territories, Hong Kong

Shop B5 on G/F, (including the roof immediately above the shop) and cockloft B3 (including the roff immediately above cockloft), Fung Cheung House, Nos. 5-15,19-33 Wan Fung Street, Kowloon, Hong Kong

1st Floor, No.90 Hung To Road, Kowloon, Hong Kong

2nd Floor, No.90 Hung To Road, Kowloon, Hong Kong

Workshop No.3, Ground Floor, Laurels Industrial Centre No.32 Tai Yau Street, Kowloon, Hong Kong

Unit F (including flat roof), 4/F, Luk Hop Industrial Building, 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong

HK$373,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$369,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$368,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$350,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$232,500 1 April 2020 to

Restaurant

31 March

operation

2023

HK$148,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$140,339** 1 April 2020 to

Office premises

31 March

2023

HK$125,200 1 April 2020 to

Restaurant

31 March

operation

2023

HK$113,300 1 April 2020 to

Restaurant

31 March

operation

2023

HK$75,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$75,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$70,000 1 April 2020 to

Restaurant

31 March

operation

2023

HK$62,000 1 April 2020 to

Warehouse

31 March

2023

- 8 -

Monthly

Landlord

Tenant

Location

rental

Term

Use

(Note 1)

(Note 2)

24.

Able Dynasty

China Kings

Workshop B-2A and Canteen on Ground Floor, Kai Tak

HK$55,000

1 April 2020 to

Restaurant

Development

Development

Factory Building Stage II, No.99 King Fuk Street &

31 March

operation

Limited

Limited

Nos.39-41 Tseuk Luk Street, Kowloon, Hong Kong

2023

25.

Sino Billion

Fulum

Unit B, 2/F, Luk Hop Industrial Building, 8 Luk Hop

HK$55,000

1 April 2020 to

Warehouse

Development

Management

Street, San Po Kong, Kowloon, Hong Kong

31 March

Limited

Limited

2023

26.

Spring Luck Hong

Fulum

Unit A, 23/F & portion of stores A and Flat Roof A

HK$51,000

1 April 2020 to

Warehouse

Kong Limited

Management

on 23/F, Luk Hop Industrial Building, 8 Luk Hop

31 March

Limited

Street, San Po Kong, Kowloon, Hong Kong

2023

27.

Step Dragon

China Kings

Portion of Workshop B2 on Ground Floor, Kai Tak

HK$27,500

1 April 2020 to

Restaurant

International

Development

Factory Building Stage II, No. 99 King Fuk Street &

31 March

operation

Limited

Limited

Nos.39-41 Tseuk Luk Street, Kowloon, Hong Kong

2023

28.

Skies Faithful

Central King

Shop 228A on 2nd Floor, Kings Wing Plaza 2, No.

HK$22,000

1 April 2020 to

Restaurant

Limited

Development

1 On Kwan Street, Shatin, New Territories, Hong

31 March

operation

Limited

Kong

2023

29.

Kind Rich

China Harvest

Portion of Ground Floor as shown coloured pink

HK$18,000

1 April 2020 to

Restaurant

International

(Hong Kong)

hatched red on Ground Floor Plan annexed to

31 March

operation

Limited

Limited

Assignment Memorial No. UB1502741, No.90 Hung

2023

To Road, Kowloon, Hong Kong

30.

China Crown

Fulum

The whole of 15/F., Luk Hop Industrial Building, 8 Luk

HK$294,000

1 April 2020 to

Headquarters

Industrial

Management

Hop Street, San Po Kong, Kowloon, Hong Kong

31 March

Limited

Limited

2023

31.

China Crown

Fulum

Unit D, 14/F, Luk Hop Industrial Building, 8 Luk Hop

HK$52,900

1 April 2020 to

Headquarters

Industrial

Management

Street, San Po Kong, Kowloon, Hong Kong

31 March

Limited

Limited

2023

32.

Central Steel

Fulum

Unit E, 14/F, Luk Hop Industrial Building, 8 Luk Hop

HK$49,400

1 April 2020 to

Headquarters

Limited

Management

Street, San Po Kong, Kowloon, Hong Kong

31 March

Limited

2023

The new connected leases to be entered

Monthly

Landlord

Tenant

Location

rental

Term

Use

(Note 1)

(Note 2)

33.

China Hall

China Harvest

Unit 4 on 1/F, Tower 1 Enterprise Square, No. 9

HK$45,000

1 April 2020 to

Restaurant

Enterprises

(Hong Kong)

Sheung Yuet Road, Kowloon, Hong Kong

31 March

operation

Limited

Limited

2023 (Note 4)

34.

Power King

China Harvest

Portion of Flat C on Ground Floor, Wing Hin Factory

HK$88,000

1 April 2020 to

Restaurant

International

(Hong Kong)

Building, Nos. 226-228 Choi Hung Road, Nos. 31-

31 March

operation

Investment

Limited

33 Ng Fong Street, Kowloon, Hong Kong

2023 (Note 4)

Limited

35.

China Good

Super Rich

Shop 205, 205A, 206, 206A, 207 and 207A of the

HK$203,000

1 April 2020 to

Restaurant

Corporation

International

Second Floor, Hsin Kuang Centre, No. 120 Lung

31 March

operation

Limited

Limited

Cheung Road, Kowloon, erected on New Kowloon

2023 (Note 4)

Inland Lot No. 5755, Hong Kong

- 9 -

Notes:

  1. The monthly rental is all exclusive of the Government rent, the Government rates and the Service Charges.
  2. There is an option to renew for another three years commencing from 1 April 2023.
  3. Reference is made to the circular of the Company dated 13 July 2018 regarding the supplemental agreement dated 8 June 2018 entered into among the Company and Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung, Mr. CN Yeung and Mr. Leung in relation to 2017 Connected Tenancy Framework Agreement, the subsisting connected tenancy agreement of Premises 1 as at the date of this announcement covers the lease period from 1 August 2017 to 31 July 2020 which exceeded the term of the 2017 Connected Tenancy Framework Agreement. For the purpose of compliance with the Listing Rules, the landlord and tenant have indicated their intention to terminate the subsisting connected tenancy agreement with effect from 31 March 2020 and renew the tenancy with a term from 1 April 2020 to 31 March 2023 by entering into the 2020 Connected Tenancy Agreement.
  4. There is a rent free period from 1 April 2020 to 30 April 2020.

Apart from the monthly rent payable to the Connected Landlord Entities, the relevant member of the Group shall also be responsible for paying, among others, the Service Charges. In particular, the monthly payment of Service Charges to the landlord of Premises 1 and 35 of HK$237,591 and HK$36,658, respectively, also constitutes a continuing connected transaction for the Company as the landlord will collect the Service Charges on behalf of the building manager of the shopping arcade of Hsin Kuang Centre, in which both Premises 1 and 35 are located. The building manager, China Talent Properties Limited, is directly wholly-owned by China Well Properties Management Limited, which is indirectly owned as to approximately 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an associate of a connected person of our Company under the Listing Rules.

BASIS OF DETERMINATION OF THE RENT OF THE PREMISES and the service charges for premises 1 and 35

The 2020 Connected Tenancy Framework Agreement was entered into on an arm's length negotiations. The aggregate rent of the connected leases that are ascertainable at the date of this announcement for the years ending 31 March 2021, 2022 and 2023 is approximately HK$116,894,000, HK$117,230,000 and HK$117,230,000, respectively. The rent of each of the Premises has been arrived at after arm's length negotiations according to (i) the market rent of the Premises with reference to the fair rent letters issued by the Valuer; and (ii) various conditions of the Premises, including but not limited to the location of the Premises as well as the facilities and management services associated with the Premises.

The aggregate annual Service Charges for Premises 1 and 35 for the years ending 31 March 2021, 2022 and 2023 are approximately HK$3,291,000, HK$3,291,000 and HK$3,291,000, respectively. The Service Charges for Premises 1 and 35 have been arrived at after arm's length negotiations with reference to (i)

- 10 -

similar charges chargeable to other shop units of the shopping arcade of Hsin Kuang Centre leased or to be leased to independent third parties to the market; and (ii) the letters issued by the Valuer in assessing the market rate of the Services Charges for Premises 1 and 35.

HISTORICAL TRANSACTION AMOUNTS AND HISTORICAL ANNUAL CAPS

The aggregate historical rental amounts

Reference is made to the Announcements in respect of the continuing connected transactions of certain leases entered between the relevant members of the Group and relevant members of Connected Landlord Entities at the material time.

Given that all the landlords under the Announcements and the 2017 Connected Tenancy Framework Agreement are members of the Connected Landlord Entities, the transactions contemplated under the 2017 Connected Tenancy Framework Agreement are required to be aggregated with the transactions in the Announcements pursuant to Rule 14.22, Rule 14.23 and Rule 14A.81 of the Listing Rules. As a result, during the years ended 31 March 2018 and 2019 and the eight months ended 30 November 2019, the aggregate rental paid for the continuing connected transactions between the Group and the Connected Landlord Entities for the periods indicated is set forth below:

For the year ended

For the year ended

For the eight months ended

31 March 2018

31 March 2019

30 November 2019

HK$

HK$

HK$

101,168,246

110,279,798

67,981,414

The aggregate historical rental annual caps

The following sets forth the Group's aggregate rental annual caps in relation to the continuing connected transactions with the Connected Landlord Entities for the periods indicated:

For the year ended

For the year ended

For the year ending

31 March 2018

31 March 2019

31 March 2020

HK$

HK$

HK$

101,173,246

112,812,998

109,210,152

The aggregate historical Service Charges paid to connected person of the Company under the connected leases

The actual Service Charges paid to connected person of the Company under the connected leases were nil, nil, and nil for the years ended 31 March 2018 and 2019 and the eight months ended 30 November 2019.

- 11 -

ANNUAL CAPS

Accounting implication to the connected leases

In accordance with the applicable HKFRSs applicable to the Group, the payments by the Group contemplated under the 2020 Connected Tenancy Agreements comprise different components and hence different accounting treatments will be applied. The rental payment to be made by the Group are capital in nature and will be recognised, among others, as assets of the Group at the respective commencement dates of the 2020 Connected Tenancy Agreements and amortised over the term of the connected leases. The Service Charges for Premises 1 and 35 to be made by the Group will be recognised, among others, as expenses of the Group over the respective lease terms of the 2020 Connected Tenancy Agreements.

The Right-of-use Asset Caps

As HKFRS 16 "Lease" has taken effect from 1 January 2019 and be applicable to financial years starting on or after 1 January 2019, pursuant to the requirements of the Stock Exchange, the annual caps for the continuing connected transactions under the 2020 Connected Tenancy Framework Agreement with the Group as the lessee for the years ending 31 March 2021, 2022 and 2023 will be based on the total value of right-of-use assets relating to the leases to be entered into by the Group. Having considered, among others:

  1. the fact that the 2020 Connected Tenancy Agreements may be entered into in any of the years ending 31 March 2021, 2022 and 2023;
  2. the rent of the Premises;
  3. the market rent of the Premises according to the fair rent letters issued by the Valuer based on the prevailing market conditions and the rental level of similar properties at the vicinity;
  4. various conditions of the Premises, including but not limited to the location of the Premises as well as the facilities and management services associated with the Premises; and
  5. the value of the Group's rights to use the underlying leased asset for the lease term which is initially measured on present value basis and calculated by discounting the non-cancellable lease payments for respective connected lease, using the incremental borrowing rate as the discount rate,

- 12 -

the Directors (including the independent non-executive Directors) set the Right-of-use Asset Caps for the respective financial year as follows:

For the year

For the year

For the year

ending

ending

ending

31 March 2021

31 March 2022

31 March 2023

HK$

HK$

HK$

Right-of-use Asset Caps

352,155,000

234,770,000

117,385,000

The Valuer has assessed the market rents of the Premises (defined as the estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease term in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently, and without compulsion). In determining the market rents, the Valuer has examined comparable rentals of similar properties at the vicinity of each of the Premises. The Valuer has considered (i) location; (ii) usage; and (iii) transaction date to select the appropriate comparables to derive the market rent of the Premises.

The Service Charges Caps

The Service Charges Caps were determined based on the aggregate annual Service Charges for Premises 1 and 35 and having considered a reasonable buffer for any upward adjustment (including due to inflation or otherwise), the Directors (including the independent non-executive Directors) set the Service Charges Caps for the respective financial year as follows:

For the year

For the year

For the year

ending

ending

ending

31 March 2021

31 March 2022

31 March 2023

HK$

HK$

HK$

Service Charges Caps

3,291,000

3,291,000

3,291,000

The Valuer has evaluated the reasonableness of the Service Charges for Premises 1 and 35 by comparing the Service Charges chargeable to other shop units within the shopping arcade of Hsin Kuang Centre leased or to be leased to independent third parties on the market. The Valuer has considered the floor areas of the shop units and the unit service rates of each of the shop units (including Premises 1 and 35) of the shopping arcade in proving the reasonableness of the Service Charges for Premises 1 and 35.

The payment of the rent and Service Charges of the leases contemplated under the 2020 Connected Tenancy Framework Agreement will be funded by internal resources of the Group.

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REASONS AND BENEFITS OF ENTERING INTO THE 2020 CONNECTED TENANCY FRAMEWORK AGREEMENT

Out of 35 premises, 27 of them would be used as the Group's restaurants (the "Restaurant Premise(s)"). These 27 Restaurant Premises are all located in prime locations of various districts in Hong Kong, with easy transportation access and are of great convenience to the customers and able to further strengthen the branding and maintain the number of the restaurants of the Group in prime locations. Among the 27 Restaurant Premises, 24 Restaurant Premises are existing connected leases to be renewed at which the Group's business is carried out, their relocation would be costly and may have impact on daily business operation of the Group. Therefore, the Board considered that the renewal of their tenancy is fair and reasonable in order to avoid any material disruptions in their operations.

Eight premises would be used as the Group's headquarters, central kitchen and logistics centre, warehouses and office premises. The Group has been using these premises and therefore intend to renew the relevant leases to save the relocation costs.

In view of the benefits discussed above, the Board is not aware of any disadvantages to the Company of entering into the 2020 Connected Tenancy Framework Agreement.

As Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, being the executive Directors, have material interests in the entering into of the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder, Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung had abstained from voting on the Board resolutions approving the entering into of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder, the Right-of- use Asset Caps and the Service Charges Caps.

Save for the aforesaid and to the best knowledge, information and belief of the Company, as at the date of this announcement, none of the other Directors has any material interest in any of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder, the Right- of-use Asset Caps and the Service Charges Caps and therefore no other Director was required to abstain from voting on the resolution(s) of the Board approving of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder, the Right-of-use Asset Caps and the Service Charges Caps.

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The Board (excluding Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung) is of the opinion that:

  1. the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable;
  2. the amount of the Right-of-use Asset Caps and the Service Charges Caps are fair and reasonable;
  3. the letters issued by the Valuer are also provided to support that the rent of the Premises and Service Charges for Premises 1 and 35 are both on normal commercial terms and fair and reasonable; and
  4. the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder are and will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and its Shareholders as a whole.

INFORMATION ON THE GROUP

The Group is principally engaged in restaurant operations in Hong Kong and the PRC, the provision of festive food products, production, sale and distribution of food products related to restaurant operations.

All the relevant members of the Group which would, subject to the approval of the 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, enter into the 2020 Connected Tenancy Agreement as tenants, are indirect wholly-owned subsidiaries of the Company and are principally engaged in restaurant operation, provision of management services to fellow subsidiaries or processing, sale and distribution of food products in Hong Kong.

INFORMATION ON THE CONNECTED LANDLORD ENTITIES

All the relevant members of the Connected Landlord Entities which would, subject to the approval of the 2020 Connected Tenancy Framework Agreement by the Independent Shareholders, enter into the 2020 Connected Tenancy Agreements as landlords, are property investment companies.

- 15 -

The table below sets forth the details of shareholding of the Connected Landlord Entities regarding the Premises:

Connected Landlord

Shareholding information

Entities

China Good

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

Corporation Limited

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

China Hall Enterprises directly owned as to 1% by Mr. Yeung and as to 99% by Foo Lum

LimitedProperties Limited, which is indirectly owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an associate of a connected person of our Company under the Listing Rules

Sino Billion

directly owned as to 1% by Mr. Yeung and as to 99% by Foo Lum

Development

Properties Limited, which is indirectly owned as to 41%, 31%, 21% and 7%

Limited

by Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively,

and hence is an associate of a connected person of our Company under the

Listing Rules

Central Base

directly wholly-owned by Mr. Yeung, and hence is an associate of a

Industrial Limited

connected person of our Company under the Listing Rules

Excel Source

indirectly owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC

Investment Limited

Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an

associate of a connected person of our Company under the Listing Rules

China Spring

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

Development

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Limited

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

China Body Limited

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

- 16 -

Connected Landlord

Shareholding information

Entities

China Crown

directly owned as to 1% by Mr. Yeung and as to 99% by Foo Lum

Industrial Limited

Properties Limited, which is indirectly owned as to 41%, 31%, 21% and 7%

by Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively,

and hence is an associate of a connected person of our Company under the

Listing Rules

Central Big

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

Enterprises Limited

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

China All Enterprises

directly wholly-owned by Mr. Yeung, and hence is an associate of a

Limited

connected person of our Company under the Listing Rules

Sino Horse Investment

directly wholly-owned by Mr. Yeung, and hence is an associate of a

Limited

connected person of our Company under the Listing Rules

China Label Industries

directly owned as to 49% by Mr. CN Yeung and as to 51% by Mr. YC

Limited

Yeung, and hence is an associate of a connected person of our Company

under the Listing Rules

Merry Gain

directly wholly-owned by China Full Treasure Limited, which is indirectly

International Limited

owned as to approximately 41%, 31%, 21% and 7% by Mr. Yeung, Mr.

YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an

associate of a connected person of our Company under the Listing Rules

Kind Rich

directly wholly-owned by China Full Treasure Limited, which is indirectly

International Limited

owned as to approximately 41%, 31%, 21% and 7% by Mr. Yeung, Mr.

YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an

associate of a connected person of our Company under the Listing Rules

Central Steel Limited

directly wholly-owned by Mr. Yeung, and hence is an associate of a

connected person of our Company under the Listing Rules

Spring Luck Hong

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

Kong Limited

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

- 17 -

Connected Landlord

Shareholding information

Entities

Able Dynasty

directly wholly-owned by China Moral Corporation Limited, which is

Development

indirectly owned as to approximately 41%, 31%, 21% and 7% by Mr. Yeung,

Limited

Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an

associate of a connected person of our Company under the Listing Rules

Step Dragon

directly wholly-owned by China Moral Corporation Limited, which is

International Limited

indirectly owned as to approximately 41%, 31%, 21% and 7% by Mr. Yeung,

Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, respectively, and hence is an

associate of a connected person of our Company under the Listing Rules

Skies Faithful Limited

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

Power King

directly wholly-owned by Foo Lum Properties Limited, which is indirectly

International

owned as to 41%, 31%, 21% and 7% by Mr. Yeung, Mr. YC Yeung, Mr. YK

Investment Limited

Yeung and Mr. Leung, respectively, and hence is an associate of a connected

person of our Company under the Listing Rules

廣州順隆投資有限

directly wholly-owned by Rare Achievement Limited, which is directly

公司

wholly-owned by Mr. Yeung, and hence is an associate of a connected

person of our Company under the Listing Rules

LISTING RULES IMPLICATIONS

Given that (i) Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung, being the executive Directors, are connected persons of the Company; and (ii) Mr. CN Yeung and the Connected Landlord Entities are associates of connected persons of the Company and are therefore connected persons of the Company pursuant to Rule 14A.07 of the Listing Rules, the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

- 18 -

As one or more of the applicable percentage ratios for the Right-of-use Asset Caps is more than 5%, the entering into of the 2020 Connected Tenancy Framework Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. The 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right- of-use Asset Caps will be subject to the notification, announcement, annual review, circular (including independent financial advice) and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Apart from the monthly rent payable to the Connected Landlord Entities, the relevant member of the Group shall also be responsible for paying, among others, the Service Charges. In particular, the monthly payment of Service Charges to the landlord of Premises 1 and 35 also constitutes a continuing connected transaction for the Company. As one or more of the applicable percentage ratios for the Service Charges Caps is more than 0.1% but less than 5%, the Service Charges for Premises 1 and 35 and Service Charges Caps will be subject to the notification, announcement and annual review but exempted from circular (including independent financial advice) and Independent Shareholders' approval requirements Chapter 14A of the Listing Rules.

An extraordinary general meeting will be convened, during which an ordinary resolution(s) will be proposed to the Independent Shareholders to consider and if appropriate, approve the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right- of-use Asset Caps. Any vote of the Independent Shareholders at the extraordinary general meeting will be taken by poll.

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise and give recommendation to the Independent Shareholders on the entering into of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps. Octal Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

For the purpose of seeking the approval of the Independent Shareholders, a circular containing, inter alia, (i) details of the transactions contemplated under the 2020 Connected Tenancy Framework Agreement; (ii) a letter from the Independent Board Committee; (iii) a letter of advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable, but in any event not later than 31 December 2019.

- 19 -

GENERAL

As Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung have material interests in the entering into of the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder, Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung would abstain from voting in the extraordinary general meeting of the Company on the resolution(s) approving the entering into of the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps. Save for the aforesaid and to the best knowledge, information and belief of the Company, as at the date of this announcement, no other Shareholder has a material interest in the 2020 Connected Tenancy Framework Agreement and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the 2020 Connected Tenancy Framework Agreement, the transactions contemplated thereunder and the Right-of-use Asset Caps.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"2017 Connected Tenancy

the tenancy framework agreement (including any amendment(s)

Framework Agreement"

thereto and supplemental agreement(s)), dated 18 January 2017

entered into among the Company and Mr. Yeung, Mr. YC Yeung,

Mr. YK Yeung, Mr. CN Yeung and Mr. Leung;

"2020 Connected Tenancy

the connected tenancy agreements (including any amendment(s)

Agreements"

thereto and supplemental agreement(s)) to be entered into between

the relevant member(s) of the Group and the relevant member(s)

of the Connected Landlord Entities containing the detailed terms

and conditions governing the leases contemplated under the 2020

Connected Tenancy Framework Agreement and with a term not

passing beyond the expiry date of the 2020 Connected Tenancy

Framework Agreement;

"2020 Connected Tenancy

the tenancy framework agreement (including any amendment(s)

Framework Agreement"

thereto and supplemental agreement(s)), dated 9 December 2019

entered into among the Company and Mr. Yeung, Mr. YC Yeung,

Mr. YK Yeung, Mr. CN Yeung and Mr. Leung;

"Announcements"

the announcements of the Company dated 20 October 2015 and 30

June 2016;

"associate(s)", "connected

has the meaning ascribed to this term under the Listing Rules;

person(s)" and "controlling

shareholder(s)"

- 20 -

"Board"

the board of Directors;

"Company"

Fulum Group Holdings Limited (stock code: 1443), a company

incorporated in the Cayman Islands with limited liability whose

issued Shares are listed on the Main Board of the Stock Exchange;

"Connected Landlord Entities"

various entities controlled by Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung, Mr. CN Yeung, Mr. Leung and/or their associates, being

the landlords of the leases contemplated under the 2020 Connected

Tenancy Framework Agreement;

"Controlling Shareholders"

has the meaning ascribed thereto under the Listing Rules and,

in the context of the Company, refers to Mr. Yeung, China Sage

International Limited (a company incorporated in the British

Virgin Islands with limited liability on 28 May 2014 and directly

wholly-owned by Mr. Yeung), Mr. YC Yeung and Mr. YK Yeung;

"Director(s)"

the director(s) of the Company;

"Government"

the government of Hong Kong;

"Group"

the Company and its subsidiaries from time to time;

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

"Independent Board

a committee of the Board established with all independent non-

Committee"

executive Directors, namely Mr. Fan Chun Wah Andrew, Mr. Wu

Kam On Keith and Mr. Ng Ngai Man Raymond, as members;

"Independent Financial

Octal Capital Limited, a corporation licensed by the Securities and

Adviser"

Futures Commission to carry on Type 1 (dealing in securities) and

Type 6 (advising on corporate finance) regulated activities under

the Securities and Futures Ordinance (Chapter 571 of the Laws

of Hong Kong), being the independent financial adviser to the

Independent Board Committee and the Independent Shareholders

in respect of the 2020 Connected Tenancy Framework Agreement,

the transactions contemplated thereunder and the Right-of-use

Asset Caps;

- 21 -

"Independent Shareholders"

the Shareholders other than Mr. Yeung, Mr. YC Yeung, Mr. YK

Yeung, Mr. CN Yeung, Mr. Leung and those Shareholders who

are otherwise interested or involved in the entering into of the

2020 Connected Tenancy Framework Agreement and are required

to abstain from voting in the extraordinary general meeting of

the Company on the resolution to approve the 2020 Connected

Tenancy Framework Agreement, the transactions contemplated

thereunder and the Right-of-use Asset Caps;

"Listing Rules"

The Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited, as amended, supplemented or

otherwise modified from time to time;

"Mr. CN Yeung"

Mr. Yeung Chun Nin (楊振年), the son of Mr. YC Yeung;

"Mr. Leung"

Mr. Leung Siu Sun (梁兆新), an executive Director;

"Mr. YC Yeung"

Mr. Yeung Yun Chuen (楊潤全), an executive Director and one of

the Controlling Shareholders;

"Mr. Yeung"

Mr. Yeung Wai (楊維), an executive Director, the chairman, the

chief executive officer and one of the Controlling Shareholders;

"Mr. YK Yeung"

Mr. Yeung Yun Kei (楊潤基), an executive Director and one of

the Controlling Shareholders;

"PRC"

the People's Republic of China but for the purpose of this

announcement shall exclude Hong Kong, the Macau Special

Administrative Region of the PRC, and Taiwan;

"Premises"

the premises in respect of the leases to be entered or renewed that

are ascertainable as at the date of announcement pursuant to the

2020 Connected Tenancy Framework Agreement as set forth in the

table headed "The Premises" in this announcement

"Right-of-use Asset Caps"

the total value of right-of-use assets relating to the transactions

contemplated under the 2020 Connected Tenancy Framework

Agreement;

"Shareholder(s)"

the holder(s) of the Share(s);

- 22 -

"Shares"

ordinary share(s) in the share capital of the Company;

"Service Charges"

such service and management charges as may from time to time be

payable in respect of the Premises or by the owner or occupier of

them under the deed of mutual covenant;

"Service Charges Caps"

the aggregate annual Service Charges for Premises 1 and 35;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Valuer"

Asset Appraisal Limited, an independent property valuer;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"HKFRS(s)"

Hong Kong Financial Reporting Standard(s) issued by the Hong

Kong Institute of Certified Public Accountants from time to time;

"RMB"

Renminbi, the lawful currency of the PRC;

"sq. ft"

square foot; and

"%"

per cent.

  • The English address is the translation for identification purpose only.
  • For the purpose of this announcement, the exchange rate for the conversion of RMB into HK$ for indication only is: RMB1.0 = HK$1.0964.

By order of the Board

Fulum Group Holdings Limited

YEUNG WAI

Chairman and Chief Executive Officer

Hong Kong, 9 December 2019

As at the date of this announcement, the Board comprises Mr. Yeung Wai, Mr. Yeung Yun Chuen, Mr. Yeung Yun Kei and Mr. Leung Siu Sun as executive Directors; and Mr. Fan Chun Wah Andrew, Mr. Wu Kam On Keith and Mr. Ng Ngai Man Raymond as independent non-executive Directors.

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Fulum Group Holdings Ltd published this content on 09 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2019 11:15:10 UTC