SILVER BASE GROUP HOLDINGS 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.
(Incorporated in the Cayman Islands with limited liability)
(stock code: 886)On 29 January 2016, Silver Base Development, an indirect wholly-owned subsidiary of the Company, entered into the Tenancy Agreement with SBH in relation to the leasing of the Property from SBH for a term of one year commencing from 1 April 2016 at a monthly rent of HK$600,000 (exclusive of management fee, rates, and all other outgoings). The Tenancy Agreement is a renewal of the current tenancy agreement in respect of the Property which will be expired on 31 March 2016.
As at the date of this announcement, Mr. Liang is interested in 664,142,500 Shares, representing approximately 43.83% of the entire issued share capital of the Company. Since Mr. Liang is a Director, the chief executive officer and a substantial Shareholder of the Company and SBH is wholly and beneficially owned by Mr. Liang, each of Mr. Liang and SBH is a connected person of the Company. Accordingly, the Tenancy Agreement constitutes a continuing connected transaction on the part of the Company.
The Annual Cap for the Tenancy Agreement for the financial year ending 31 March 2017 is determined to be HK$7,200,000. Since the applicable percentage ratios for the Annual Cap are more than 0.1% and less than 5%, the transaction as contemplated under the Tenancy Agreement is subject to the reporting, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders' approval requirements pursuant to Rule 14A.76 of the Listing Rules.
THE TENANCY AGREEMENTThe Board is pleased to announce that on 29 January 2016, Silver Base Development, an indirect wholly-owned subsidiary of the Company, entered into the Tenancy Agreement with SBH in relation to the leasing of the Property from SBH for a term of one year commencing from 1 April 2016.
The principal terms of the Tenancy Agreement are as follows:
29 January 2016
Silver Base Development (as the tenant); and
SBH (as the landlord)
House No. 8, No. 33 Island Road, Hong Kong
One year, commencing from 1 April 2016 and expiring on 31 March 2017 (both days inclusive)
HK$600,000 (exclusive of management fee, rates, and all other outgoings) payable in advance on the first day of each calendar month in cash
As at the date of this announcement, Mr. Liang is interested in 664,142,500 Shares, representing approximately 43.83% of the entire issued share capital of the Company. Since Mr. Liang is a Director, the chief executive officer and a substantial Shareholder of the Company and SBH is wholly and beneficially owned by Mr. Liang, each of Mr. Liang and SBH is a connected person of the Company. Accordingly, the Tenancy Agreement constitutes a continuing connected transaction on the part of the Company.
The Annual Cap for the Tenancy Agreement for the financial year ending 31 March 2017 is determined to be HK$7,200,000. Since the applicable percentage ratios for the Annual Cap are more than 0.1% and less than 5%, the transaction as contemplated under the Tenancy Agreement is subject to the reporting, annual review and announcement requirements but are exempt from the circular (including independent financial advice) and independent Shareholders' approval requirements pursuant to Rule 14A.76 of the Listing Rules.
REASON FOR THE ENTERING INTO OF THE TENANCY AGREEMENTThe Group is principally engaged in the distribution of Wuliangye (五糧液) liquor series, National Cellar 1573 baijiu with 43% alcohol content, Kweichow Moutai Chiew products, Fen Wine with 55% alcohol content liquor series, Red Fen Shijia liquor series, Yaxi Classic liquor series and Old Vintage liquor series, wine, foreign liquor series and Chinese cigarettes.
The principal business activity of SBH is investment holding.
The Group has been leasing the Property from SBH as the residence for Mr. Liang in Hong Kong since 1 April 2007. The Tenancy Agreement is in fact the renewal of the current tenancy agreement in respect of the Property which will be expired on 31 March 2016. Details of such current tenancy agreement have been disclosed in the announcement of the Company dated 26 March 2013.
The terms of the Tenancy Agreement have been determined after arm's length negotiations between the parties with reference to the prevailing market rates for comparable properties in Hong Kong as revealed in an appraisal report prepared by an independent valuer. The aggregate annual rent paid by the Group in respect of the Property for the two years ended 31 March 2014 and 31 March 2015 amounted to HK$6,393,600 and HK$6,393,600, respectively. The aggregate rent paid by the Group in respect of the Property for the six months ended 30 September 2015 amounted to HK$3,196,800.
Based on the historical rentals paid by the Group for leasing the Property and also the appraisal report by an independent valuer on rental payable in respect of comparable properties in Hong Kong, the Directors, including the independent non-executive Directors but excluding Mr. Liang, are of the view that the Tenancy Agreement is entered into on normal commercial terms in the ordinary and usual course of business of the Group and that the terms of the Tenancy Agreement and the Annual Cap are fair and reasonable and in the interest of the Company and the Shareholders as a whole.
As SBH is wholly and beneficially owned by Mr. Liang, Mr. Liang, who is a Director, the chief executive officer and a substantial Shareholder, has material interest in the transactions under the Tenancy Agreement. Accordingly, Mr. Liang has abstained from voting on the relevant Board resolutions approving the Tenancy Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has a material interest in the transaction contemplated under the Tenancy Agreement and was required to abstain from voting on the relevant Board resolutions approving the Tenancy Agreement and the transaction contemplated thereunder.
DEFINITIONSUnless the context requires otherwise, the following words and phrases used in this announcement have the following meanings:
"Annual Cap" the annual aggregate maximum amount of the rent payable by the Group under the Tenancy Agreement
"Board" the board of Directors
"Company" Silver Base Group Holdings Limited, a company incorporated in Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange
"connected persons" has the meaning ascribed to it in the Listing Rules "Directors" directors of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"Mr. Liang" Mr. Liang Guoxing, a Director, the chief executive officer and a substantial Shareholder of the Company
"Property" House No. 8, No. 33 Island Road, Hong Kong
"SBH" Silver Base (Holdings) Limited, a company incorporated in Hong Kong with limited liability on 13 March 2000 and is wholly and beneficially owned by Mr. Liang
"Share(s)" the ordinary share(s) of HK$0.1 each in the capital of the Company
"Shareholder(s)" holder(s) of the issued Shares
Silver Base Group Holdings Ltd. issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 January 2016 09:12:55 UTC
Original Document: http://www.silverbase.com.cn/essential/custom/c32/145405742185704.pdf
