CHU KONG SHIPPING ENTERPRISES (GROUP) COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00560)Reference is made to the announcement of the Company dated 6 November 2012 and the circular of the Company dated 30 November 2012. The Group has been carrying on certain continuing connected transactions from time to time pursuant to existing master agreements entered between the Company and GNG dated 6 November 2012, which will be expired on 31 December 2015. It is expected that the Group will continue to enter into transactions of a similar nature to those existing master agreements. On 23 November 2015, the Company and GNG entered into the New Master Agreements to govern the Continuing Connected Transactions between the Group and the GNG Group for the period from 1 January 2016 to 31 December 2018.
As GNG indirectly holds approximately 60.02% of the total issued share capital of the Company as at the date of this announcement, GNG is a connected person of the Company. The transactions contemplating under the New Master Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.
As each of the Percentage Ratios relating to the proposed annual caps for the transactions contemplated under the Exempt Continuing Connected Transactions is expected to be more than 0.1% but less than 5% on an annual basis, the Exempt Continuing Connected Transactions are only subject to the reporting, annual review and announcement requirements and exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules. As the relevant Percentage Ratios relating to the proposed annual caps for the transactions contemplated under the Non-exempt Continuing Connected Transactions on an annual basis is higher than 5% and over HK$10,000,000, the Non-exempt Continuing Connected Transactions are subject to the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
An Independent Board Committee will be established to advise the Independent Shareholders as to whether the Non-exempt Continuing Connected Transactions and the respective annual caps are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the terms of the Non-exempt Continuing Connected Transactions and the proposed annual caps. A circular containing, among others, (i) further information on the Non- exempt Continuing Connected Transactions; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice for convening the general meeting, to approve the Non-exempt Continuing Connected Transactions will be sent to the Shareholders as soon as practicable on or before 14 December 2015.
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BACKGROUND
Reference is made to the announcement of the Company dated 6 November 2012 and the circular of the Company dated 30 November 2012. The Group has been carrying on certain continuing connected transactions from time to time pursuant to existing master agreements entered between the Company and GNG dated 6 November 2012, which will be expired on 31 December 2015. It is expected that the Group will continue to enter into transactions of a similar nature to those existing master agreements. On 23 November 2015, the Company and GNG entered into the New Master Agreements to govern the Continuing Connected Transactions between the Group and the GNG Group for the period from 1 January 2016 to 31 December 2018.
- CONTINUING CONNECTED TRANSACTIONS
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Exempt Continuing Connected Transactions
Set out below are the details of the Exempt Continuing Connected Transactions:
Master Passenger Transportation Agency Services Agreement
Date: 23 November 2015
Period: From 1 January 2016 to 31 December 2018
Parties: (i) The Company(ii) GNG
Nature of transaction: Pursuant to the Master Passenger TransportationAgency Services Agreement, any member of the Group agrees to accept the appointment of any member of the GNG Group (in the capacity as operators and owners of the passenger ferries and/or in the capacity as agent of the passenger ferries operated and owned by any Independent Third Parties), as their exclusive agent/sub-agent, in connection with their waterway passenger transport business in Hong Kong (for routes between Hong Kong and Pearl River Delta Region).
In this respect, any member of the Group agrees to, at the request of such member of the GNG Group, provide the Passenger Transportation Agency Services to (a) the relevant ferries operated and owned by such member of the GNG Group; and/or (b) the relevant ferries operated and owned by any Independent Third Parties in which any member of the GNG Group is acting as agent, from time to time in accordance with the terms and conditions of the relevant passenger transportation agency services agreement to be entered into between any member of the Group and any member of the GNG Group.
Payment term: The GNG Group shall pay in cash within 15days after each month end upon confirming the payment amounts with the Group.
Pricing basis: The passenger transportation agency fee for theprovision of the Passenger Transportation Agency Services shall be agreed from time to time after arm's length negotiation between the parties involved by taking reference to the prevailing market rate of the Passenger Transportation Agency Services provided by other suppliers (with scale similar to the Group) to other customers (with scale similar to the GNG Group) at the relevant time. Such terms shall not be more favourable than those terms offered by the Group to the Independent Third Parties.
Master Ferry Technical Support Agency Services Agreement
Date: 23 November 2015
(ii) the Company
providing the Passenger Transportation Agency Services (as one-stop full agency services, which include services for arranging ferries for regular maintenance and repairment, and emergency ad hoc repairment in Hong Kong) to those ferries which appoint any member of the Group as agent and/or sub-agent for the provision of the Passenger Transportation Agency Services (the 'Relevant Ferries'), such member of the Group would acquire from any member of the GNG Group the Ferry Technical Support Agency Services under the Master Ferry Technical Support Agency Services Agreement.
Pursuant to which, any member of the GNG Group shall, at the request of and under the direction of any member of the Group, provide the Ferry Technical Support Agency Services to the Relevant Ferries from time to time in accordance with the terms and conditions of the relevant ferry terminal support agency agreement to be entered into between any member of the Group and any member of the GNG Group.
each month end upon confirming the payment amounts with the GNG Group.
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