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
- 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22 層01-22房)
Portion of Ground Floor (known as Shop B and Shop
- 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:
- The monthly rental is all exclusive of the Government rent, the Government rates and the Service Charges.
- There is an option to renew for another three years commencing from 1 April 2023.
- 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.
- 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:
- the fact that the 2020 Connected Tenancy Agreements may be entered into in any of the years ending 31 March 2021, 2022 and 2023;
- the rent of the Premises;
- 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;
- 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
- 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.
- 13 -
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.
- 14 -
The Board (excluding Mr. Yeung, Mr. YC Yeung, Mr. YK Yeung and Mr. Leung) is of the opinion that:
- the 2020 Connected Tenancy Framework Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable;
- the amount of the Right-of-use Asset Caps and the Service Charges Caps are fair and reasonable;
- 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
- 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.
- 23 -
Attachments
- Original document
- Permalink
Disclaimer
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