Guangdong Invest : Continuing Connected Transactions - Revision of Annual Caps for Existing Agreements
08/19/2012| 09:01am US/Eastern
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Exchange of Hong Kong Limited take no responsibility for the
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in reliance upon the whole or any part of the contents of
this announcement.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 0270)
CONTINUING CONNECTED TRANSACTIONS REVISION OF ANNUAL CAPS FOR
EXISTING AGREEMENTS
Reference is made to the announcement of the Company dated 2
June 2011 in relation to the continuing connected
transactions and the annual caps of the Existing
Agreements.
The GDH 2009 Tenancy and the GDH 2009 Supplemental Tenancy
will both expire on 19 August 2012. Accordingly, Global Head,
a wholly owned subsidiary of the Company, and GDH have on 17
August 2012 entered into the GDH 2012 Tenancy.
Apart from GDH, Global Head has also entered into tenancy
agreements with Kingway Sales and Tannery, both of which are
non-wholly owned subsidiaries of GDH. A summary of
particulars of the GDH 2012 Tenancy, GDH 2011 Tenancy, GDH
2009 Tenancy, GDH 2009 Supplemental Tenancy, Kingway Sales
Tenancy and Tannery Tenancy are set out in this
announcement.
GDH is the 60.48%, 73.82% and 71.34% controlling shareholder
of the Company, Kingway Brewery and Tannery, respectively.
Kingway Sales is a wholly owned subsidiary of Kingway
Brewery. Therefore, GDH is a connected person of the Company,
and both of Kingway Sales and Tannery are associates of a
connected person of the Company. Each of the Tenancy
Agreements constitutes a continuing connected transaction for
the purpose of the Listing Rules.
1
The annual rent of GDH 2012 Tenancy is less than 0.1% of all
applicable percentage ratios of the Listing Rules. Pursuant
to Rule 14A.33 of the Listing Rules, the transaction is
exempt from the reporting, annual review, announcement and
independent shareholders' approval requirements.
The aggregate annual caps under the Existing Agreements for
years 2012, 2013 and
2014 are HK$6,714,644, HK$3,244,652 and HK$1,045,935,
respectively. Taking into account of the GDH 2012 Tenancy,
the aggregate annual caps for years 2012,
2013, 2014 and 2015 will be revised to HK$8,819,556,
HK$10,080,602, HK$7,881,885 and HK$4,350,150, respectively.
The highest annual cap in the
amount of HK$10,080,602 is higher than 0.1% but less than 5%
of all applicable percentage ratios. Accordingly the Tenancy
Agreements are exempt from the
independent shareholders' approval requirement under Rule
14A.34 of the Listing
Rules.
The Company will comply with the reporting and annual review
requirements under Rules 14A.37 to 14A.40 and Rules 14A.45 to
14A.47 of the Listing Rules in relation to the Tenancy
Agreements.
GDH 2012 TENANCY
On 17 August 2012, Global Head, a wholly owned subsidiary of
the Company, entered into the GDH 2012 Tenancy with GDH
whereby Global Head lets and GDH takes the premises known as
26th Floor, Office B1 on 29th Floor and 30th Floor of GDI
Tower on the following terms:
Parties: Landlord
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