PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED 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.
PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
*
(Incorporated in Bermuda with limited liability)
(Stock Code: 00432)
CONTINUING CONNECTED TRANSACTIONS
MASTER AGREEMENTS FOR SUPPLY AND PROCUREMENT OF GOODS AND SERVICES
In the ordinary course of business, the PCPD Group from time to time enters into transactions with the PCCW Group, which includes the Parent Group and the HKT Group, in relation to procurement of goods and services.
On 23 December 2016, PCPDOL entered into the Parent Group 2016 Master Agreement with PCCW Solutions. On 23 December 2016, PCPDOL also separately entered into the HKT Group 2016 Master Agreement with HKTL. Such Master Agreements set out the frameworks for such transactions with these two groups respectively.
As PCCW is a substantial shareholder of the Company, PCCW and its associates (hence the Parent Group Companies, HKT and the HKT Group Companies) are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Parent Group 2016 Master Agreement and the HKT Group 2016 Master Agreement will constitute continuing connected transactions of the Company. Such transactions would be subject to the reporting, announcement and annual review requirements and exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
In the ordinary course of business, the PCPD Group from time to time enters into transactions with the PCCW Group, which includes the Parent Group and the HKT Group, in relation to procurement of goods and services. On 23 December 2016, PCPDOL entered into the Parent Group 2016 Master Agreement with PCCW Solutions. On 23 December 2016, PCPDOL also separately entered into the HKT Group 2016 Master Agreement with HKTL. The principal terms of the Master Agreements are set out below.
PRINCIPAL TERMS OF THE PARENT GROUP 2016 MASTER AGREEMENT
Date of agreement 23 December 2016
Parties PCPDOL and PCCW Solutions
Term From 1 January 2017 until 31 December 2019 (both dates inclusive)
Purpose
The Parent Group 2016 Master Agreement sets out the framework for the provision of certain goods and services by the Parent Group to the PCPD Group. The goods and services which may be provided by the Parent Group pursuant to the Parent Group 2016 Master Agreement include the following:
Information Technology Solutions and Services
Information technology solutions and services including but not limited to software development and system implementation, hosting and managed services, and any other ancillary and related services as may be agreed from time to time (collectively referred to as "Information technology Solutions and Services"); and
Corporate Services and Other Services
Corporate services (such as insurance arrangements, events organization, sales and marketing arrangements), logistics services, consultancy services (including but not limited to the following services: budgetary advice and expenditure reporting, procurement of subcontractor services) and any other ancillary and related services as may be agreed from time to time (collectively referred to as "Corporate Services and Other Services").
The term "services" includes consultancy, installation, sales, support, repair and maintenance services.
Pricing and Terms
The prices payable by the PCPD Group for the goods and services to be provided under the Parent Group 2016 Master Agreement will be determined between the Parent Group and the PCPD Group provided that the price of the relevant goods or services will not be higher than the lowest of the following amounts:
if applicable, the published or listed price of the relevant goods or services from time to time issued by the corresponding Parent Group Company; or
if the contract is awarded to a Parent Group Company following an open tender process, the median price of all the prices quoted by bidders (including the relevant Parent Group Company and at least two other independent bidders) which have submitted tenders, which comply with the required specifications and conditions; or
in other cases, the price which the relevant Parent Group Company charges its independent customers or clients for the relevant goods or services.
The prices payable by the PCPD Group for the goods and services to be provided under the Parent Group 2016 Master Agreement may be settled by regular periodic payments, in a lump sum or by installments, or in such other manner as shall be appropriate according to the nature of the goods or services provided.
The other terms and conditions of each transaction pursuant to the Parent Group 2016 Master Agreement shall be on an arm's length basis and no less favourable to the PCPD Group than those obtainable from independent suppliers and contractors.
The terms and conditions of each transaction pursuant to the Parent Group 2016 Master Agreement must comply with the Parent Group 2016 Master Agreement and must be set out in writing and signed by the relevant Parent Group Company and PCPD Group Company. In particular, the duration or term of each transaction must not exceed 3 years.
Parent Group 2016 Annual Caps
The Parent Group 2016 Annual Caps for each category of transactions contemplated under the Parent Group 2016 Master Agreement are as follows:
Annual Cap
(HK$'000)
Financial year ending 31 December
2017 | 2018 | 2019 | |
Information Technology Solutions and Services (not including those fully exempt as consumer goods and services) | 2,900 | 2,900 | 2,900 |
Corporate Services and Other Services | 1,400 | 1,300 | 1,100 |
Total | 4,300 | 4,200 | 4,000 |
PRINCIPAL TERMS OF THE HKT GROUP 2016 MASTER AGREEMENT
Date of agreement 23 December 2016
Parties PCPDOL and HKTL
Term From 1 January 2017 until 31 December 2019 (both dates inclusive)
Purpose
The HKT Group 2016 Master Agreement sets out the framework for the provision of certain goods and services by the HKT Group to the PCPD Group. The goods and services which may be provided by the HKT Group pursuant to the HKT Group 2016 Master Agreement include the following:
Telecommunications and Related Equipment and Services
Telecommunications and related equipment and services including but not limited to fixed-line telephone services; mobile telephone services; broadband internet access services; international telecommunication services; local data services, and other ancillary and related services as may be agreed from time to time (collectively referred to as "Telecommunications and Related Equipment and Services"); and
Corporate Services and Other Services
Corporate services (such as insurance arrangements, events organization, sales and marketing arrangements), portfolio management services, facilities management services and any other ancillary and related services as may be agreed from time to time (collectively referred to as "Corporate Services and Other Services").
The term "services" includes consultancy, installation, sales, support, repair and maintenance services.
Pricing and Terms
The prices payable by the PCPD Group for the goods and services to be provided under the HKT Group 2016 Master Agreement will be determined between the HKT Group and the PCPD Group provided that the price of the relevant goods or services will not be higher than the lowest of the following amounts:
if applicable, the published or listed price of the relevant goods or services from time to time issued by the corresponding HKT Group Company; or
if the contract is awarded to a HKT Group Company following an open tender process, the median price of all the prices quoted by bidders (including the relevant HKT Group Company and at least two other independent bidders) which have submitted tenders, which comply with the required specifications and conditions; or
in other cases, the price which the relevant HKT Group Company charges its independent customers or clients for the relevant goods or services.
The prices payable by the PCPD Group for the goods and services to be provided under the HKT Group 2016 Master Agreement may be settled by regular periodic payments, in a lump sum or by installments, or in such other manner as shall be appropriate according to the nature of the goods or services provided.
The other terms and conditions of each transaction pursuant to the HKT Group 2016 Master Agreement shall be on an arm's length basis and no less favourable to the PCPD Group than those obtainable from independent suppliers and contractors.
The terms and conditions of each transaction pursuant to the HKT Group 2016 Master Agreement must comply with the HKT Group 2016 Master Agreement and must be set out in writing and signed by the relevant HKT Group Company and PCPD Group Company. In particular, the duration or term of each transaction must not exceed 3 years.
HKT Group 2016 Annual Caps
The HKT Group 2016 Annual Caps for each category of transactions contemplated under the HKT Group 2016 Master Agreement are as follows:
Annual Cap
(HK$'000)
Financial year ending 31 December
2017 | 2018 | 2019 | |
Telecommunications and Related Equipment and Services (not including those fully exempt as consumer goods and services) | 1,500 | 1,500 | 1,500 |
Corporate Services and Other Services | 4,100 | 4,200 | 4,400 |
Total | 5,600 | 5,700 | 5,900 |
PCPD - Pacific Century Premium Developments Ltd. published this content on 23 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 December 2016 04:53:09 UTC.
Original documenthttp://www.pcpd.com/upload/File/E00432_E_Master Agreements Ann 2016_12_23 (e) (publication).pdf
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