YEE HOP 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.
YEE HOP
Yee Hop Holdings Limited
義合控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1662)
CONNECTED TRANSACTIONS IN RELATION TO
THE LEASE AGREEMENTS
THE LEASE AGREEMENTS
Lease Agreement (Asia Time)
On 1 April 2021 (after trading hours), YH Engineering (as lessee), a wholly-owned subsidiary of the Company, entered into the Lease Agreement (Asia Time) with Asia Time (as lessor) pursuant to which Asia Time agreed to lease to YH Engineering the Premises (Asia Time) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$47,000 (exclusive of rates, government rent and management fee).
Lease Agreement (Hilton)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Hilton) with Hilton (as lessor) pursuant to which Hilton agreed to lease to YH Engineering the Premises (Hilton) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$79,000 (exclusive of rates, government rent and management fee).
- 1 -
Lease Agreement (Land Treasure)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Land Treasure) with Land Treasure (as lessor) pursuant to which Land Treasure agreed to lease to YH Engineering the Premises (Land Treasure) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$69,000 (exclusive of rates, government rent and management fee).
Lease Agreement (Pioneer National)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Pioneer National) with Pioneer National (as lessor) pursuant to which Pioneer National agreed to lease to YH Engineering the Premises (Pioneer National) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$78,000 (exclusive of rates, government rent and management fee).
LISTING RULES IMPLICATIONS
Pursuant to HKFRS 16, the Group, if entering into a lease transaction as a lessee, should recognise the right-of-use assets on the consolidated statement of financial position of the Group according to HKFRS 16. Under the Listing Rules, the entering into a lease transaction by the Group as a lessee will be regarded as an acquisition of an asset under the definition of transaction in Rule 14.04(1)(a) of the Listing Rules.
As of the date of this announcement, the Lessors are owned as to 50% by Mr. Jim, an executive Director, the chairman of the Board and a Controlling Shareholder and 50% by Mr. Chui, an executive Director, the vice-chairman of the Board and a Controlling Shareholder, and therefore each of the Lessors is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
As all of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) on aggregate basis were less than 5% and the aggregate consideration was less than HK$3,000,000, the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) and the transactions thereunder were fully exempt from the announcement, reporting, circular and independent Shareholders' approval requirements pursuant to Rule 14A.76(1)(c) of the Listing Rules. The Previous Lease Agreement (Pioneer National) was not entered into within the 12-month period with the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) and was not required to be aggregated under the Listing Rules.
- 2 -
Under Rule 14A.81 and 14A.82 of the Listing Rules, as the Lease Agreements were all entered into within a 12-month period and between the Group and the same group of connected persons, the connected transactions contemplated under the Lease Agreements are required to be aggregated. As one or more of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Lease Agreements on an aggregated basis exceeds 0.1% but all are less than 5%, accordingly, all of the Lease Agreements and the transactions contemplated thereunder are subject to the announcement and reporting but are exempt from the circular (including independent financial advice) and independent Shareholders' approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules.
LEASE AGREEMENT (ASIA TIME)
On 1 April 2021 (after trading hours), YH Engineering (as lessee), a wholly-owned subsidiary of the Company, entered into the Lease Agreement (Asia Time) with Asia Time (as lessor) pursuant to which Asia Time agreed to lease to YH Engineering the Premises (Asia Time) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$47,000 (exclusive of rates, government rent and management fee).
The principal terms of the Lease Agreement (Asia Time) are as follows:
Date | : | 1 April 2021 (after trading hours) |
Parties | : | (i) Asia Time, as lessor; and |
(ii) YH Engineering, as lessee | ||
Premises | : | Lot No. 252, 255, 261, 262, 284, 294 and 300 All in |
Demarcation District No. 84 (New Territories, Hong | ||
Kong) (with a gross floor area of approximately 30,056 | ||
square feet) | ||
Uses | : | plant and equipment storage |
Lease Term | : | Three years from 1 April 2021 to 31 March 2024 |
Rent | : | HK$47,000 per month (exclusive of rates, government |
rent and management fee) | ||
The rent under the Lease Agreement (Asia Time) was | ||
determined after arm's length negotiations between Asia | ||
Time and YH Engineering and taking into consideration | ||
the prevailing market rent of comparable premises. |
- 3 -
Deposit | : | HK$94,000, being two months rental deposit. Asia Time |
shall return the deposit to YH Engineering after the expiry | ||
of the Lease Agreement (Asia Time). | ||
Total consideration payable | : | HK$1,692,000 |
Manner of payment | : | payable monthly in advance on the first day of each and |
every month |
The monthly rent and the deposit were paid/will be paid through the Group's internal source of funding.
LEASE AGREEMENT (HILTON)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Hilton) with Hilton (as lessor) pursuant to which Hilton agreed to lease to YH Engineering the Premises (Hilton) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$79,000 (exclusive of rates, government rent and management fee).
The principal terms of the Lease Agreement (Hilton) are as follows:
Date | : | 1 April 2021 (after trading hours) |
Parties | : | (i) Hilton, as lessor; and |
(ii) YH Engineering, as lessee | ||
Premises | : | Lot No. 291, 292, 295, 297 and 305 All in Demarcation |
District No. 84 (New Territories, Hong Kong) (with a | ||
gross floor area of approximately 50,965 square feet) | ||
Uses | : | plant and equipment storage |
Lease Term | : | Three years from 1 April 2021 to 31 March 2024 |
Rent | : | HK$79,000 per month (exclusive of rates, government |
rent and management fee) | ||
The rent under the Lease Agreement (Hilton) was | ||
determined after arm's length negotiations between Hilton | ||
and YH Engineering and taking into consideration the | ||
prevailing market rent of comparable premises. |
- 4 -
Deposit | : | HK$158,000, being two months rental deposit. Hilton |
shall return the deposit to YH Engineering after the expiry | ||
of the Lease Agreement (Hilton). | ||
Total consideration payable | : | HK$2,844,000 |
Manner of payment | : | payable monthly in advance on the first day of each and |
every month |
The monthly rent and the deposit were paid/will be paid through the Group's internal source of funding.
LEASE AGREEMENT (LAND TREASURE)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Land Treasure) with Land Treasure (as lessor) pursuant to which Land Treasure agreed to lease to YH Engineering the Premises (Land Treasure) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$69,000 (exclusive of rates, government rent and management fee).
The principal terms of the Lease Agreement (Land Treasure) are as follows:
Date | : | 1 April 2021 (after trading hours) |
Parties | : | (i) Land Treasure, as lessor; and |
(ii) YH Engineering, as lessee | ||
Premises | : | Lot No. 254, 257, 259 and 314 All in Demarcation District |
No. 84 (New Territories, Hong Kong) (with a gross floor | ||
area of approximately 44,341 square feet) | ||
Uses | : | plant and equipment storage |
Lease Term | : | Three years from 1 April 2021 to 31 March 2024 |
Rent | : | HK$69,000 per month (exclusive of rates, government |
rent and management fee) | ||
The rent under the Lease Agreement (Land Treasure) | ||
was determined after arm's length negotiations between | ||
Land Treasure and YH Engineering and taking into | ||
consideration the prevailing market rent of comparable | ||
premises. |
- 5 -
Deposit | : | HK$138,000, being two months rental deposit. Land |
Treasure shall return the deposit to YH Engineering after | ||
the expiry of the Lease Agreement (Land Treasure). | ||
Total consideration payable | : | HK$2,484,000 |
Manner of payment | : | payable monthly in advance on the first day of each and |
every month |
The monthly rent and the deposit were paid/will be paid through the Group's internal source of funding.
LEASE AGREEMENT (PIONEER NATIONAL)
On 1 April 2021 (after trading hours), YH Engineering (as lessee) entered into the Lease Agreement (Pioneer National) with Pioneer National (as lessor) pursuant to which Pioneer National agreed to lease to YH Engineering the Premises (Pioneer National) for a fixed term of three years commencing on 1 April 2021 and expiring on 31 March 2024 at a monthly rental of HK$78,000 (exclusive of rates, government rent and management fee).
The principal terms of the Lease Agreement (Pioneer National) are as follows:
Date | : | 1 April 2021 (after trading hours) | |
Parties | : | (i) | Pioneer National, as lessor; and |
(ii) | YH Engineering, as lessee | ||
Premises | : | Units 1104-07, Nan Fung Commercial Centre, 19 Lam | |
Lok Street, Kowloon Bay, Kowloon, Hong Kong (with a | |||
gross floor area of approximately 4,878 square feet) | |||
Uses | : | Office premises | |
Lease Term | : | Three years from 1 April 2021 to 31 March 2024 | |
Rent | : | HK$78,000 per month (exclusive of rates, government | |
rent and management fee) |
The rent under the Lease Agreement (Pioneer National) was determined after arm's length negotiations between Pioneer National and YH Engineering, and taking into consideration the prevailing market rent of comparable premises.
- 6 -
Deposit | : | HK$156,000, being two months rental deposit. Pioneer |
National shall return the deposit to YH Engineering after | ||
the expiry of the Lease Agreement (Pioneer National). | ||
Total consideration payable | : | HK$2,808,000 |
Manner of payment | : | payable monthly in advance on the first day of each and |
every month |
The monthly rent and the deposit were paid/will be paid through the Group's internal source of funding.
RIGHT-OF-USE ASSETS
The aggregate value of the right-of-use assets to be recognised by the Company under the Lease Agreements is estimated to be approximately HK$9.5 million (unaudited), being the present value of the aggregate lease payments using the rate applicable at the commencement date of the Lease Agreements in accordance with HKFRS 16. The discount rate of approximately 2.48% is applied to compute the present value of the aggregate lease payments under the Lease Agreements.
REASONS FOR AND BENEFITS OF ENTERING INTO THE LEASE AGREEMENTS
The Group has been using the Premises for its administration, and machinery and equipment storage use since 2013 and 2017 (as the case may be). The term of the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) expired on 31 March 2021 (whereas the Previous Lease Agreement (Pioneer National) was also terminated on 1 April 2021 in order to better manage the renewal of all previous lease agreements). The Directors consider that there will be considerable time and cost saving (in terms of relocation and renovation) for the Group to continue to lease the Premises from the Lessors. The Directors, including the independent non-executive Directors, consider that the transactions contemplated under the Lease Agreements are entered into in the ordinary and usual course of business of the Group and on normal commercial terms after arm's length negotiations between the parties, and the terms of the transactions contemplated under the Lease Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
As of the date of this announcement, each of the Lessors is owned as to 50% by Mr. Jim, an executive Director, the chairman of the Board and a Controlling Shareholder and 50% by Mr. Chui, an executive Director, the vice-chairman of the Board and a Controlling Shareholder. Except Mr. Jim and Mr. Chui, none of the Directors has any material interest in the Lease Agreements and the transactions contemplated thereunder and is prohibited from forming part of the quorum and voting in the meeting on the Board resolutions approving the Lease Agreements and the transactions contemplated thereunder. Due to their interest in the said transactions, Mr. Jim and Mr. Chui have abstained from voting on the Board resolutions approving the Lease Agreements and the transactions contemplated thereunder.
- 7 -
INFORMATION OF THE PARTIES
The Company is incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the provision of foundation (including the construction of mini-piles,rock-socketed steel H-piles and driven steel H piles) and other civil works (including site formation works, and road and pavement works) and tunneling works (including pipe jacking, hand dig tunnel and cut-and-cover tunnel works) in Hong Kong and overseas, and (ii) research and development and breeding, sales and trading of aquatic products in the PRC. The Company also intends to use genetic modification for biosynthetic exploration to provide new solutions to tackle the bottleneck of drug sources, expend resources on research and development of marine functional products and marine innovative drugs through its non-wholly owned subsidiary, Shenzhen BGI Fisheries Sci & Tech Co., Ltd.
YH Engineering is a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company. It is principally engaged in engineering and construction.
The Lessors are all companies incorporated in Hong Kong with limited liability and principally engaged in property investment. As of the date of this announcement, each of the Lessors is owned as to 50% by Mr. Jim, an executive Director, the chairman of the Board and a Controlling Shareholder and 50% by Mr. Chui, an executive Director, the vice-chairman of the Board and a Controlling Shareholder.
LISTING RULES IMPLICATION
Pursuant to HKFRS 16, the Group, if entering into a lease transaction as a lessee, should recognise the right-of-use assets on the consolidated statement of financial position of the Group according to HKFRS 16. Under the Listing Rules, the entering into a lease transaction by the Group as a lessee will be regarded as an acquisition of an asset under the definition of transaction in Rule 14.04(1)(a) of the Listing Rules.
As of the date of this announcement, the Lessors are owned as to 50% by Mr. Jim, an executive Director, the chairman of the Board and a Controlling Shareholder and 50% by Mr. Chui, an executive Director, the vice-chairman of the Board and a Controlling Shareholder, and therefore each of the Lessors is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Lease Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
As all of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) on aggregate basis were less than 5% and the aggregate consideration was less than HK$3,000,000, the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) and the transactions thereunder were fully exempt from the announcement, reporting, circular and independent Shareholders' approval requirements pursuant to Rule 14A.76(1)(c) of the Listing
- 8 -
Rules. The Previous Lease Agreement (Pioneer National) was not entered into within the 12-month period with the Previous Lease Agreements (Asia Time, Hilton and Land Treasure) and was not required to be aggregated under the Listing Rules.
Under Rule 14A.81 and 14A.82 of the Listing Rules, as the Lease Agreements were all entered into within a 12-month period and between the Group and the same group of connected persons, the connected transactions contemplated under the Lease Agreements are required to be aggregated. As one or more of the relevant percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Lease Agreements on an aggregated basis exceeds 0.1% but all are less than 5%, accordingly, all of the Lease Agreements and the transactions contemplated thereunder are subject to the announcement and reporting requirements but are exempt from the circular (including independent financial advice) and independent Shareholders' approval requirements pursuant to Rule 14A.76(2)(a) of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
"Asia Time" | Asia Time Development Limited, a company incorporated |
in Hong Kong with limited liability and owned by Mr. Jim | |
and Mr. Chui | |
"Board" | the board of Directors |
"Company" | Yee Hop Holdings Limited ( 義合控股有限公司), a |
company incorporated in the Cayman Islands with limited | |
liability and the issued Shares of which are listed on the | |
Main Board of the Stock Exchange | |
"connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"Controlling Shareholder" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"HKFRS 16" | Hong Kong Financial Reporting Standard 16 |
- 9 -
"Hilton" | Hilton Development Limited, a company incorporated in |
Hong Kong with limited liability and owned by Mr. Jim and | |
Mr. Chui | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Land Treasure" | L a n d T r e a s u r e D e v e l o p m e n t L i m i t e d , a c o m p a n y |
incorporated in Hong Kong with limited liability and owned | |
by Mr. Jim and Mr. Chui | |
"Lease Agreement | the lease agreement entered into between YH Engineering |
(Asia Time)" | and Asia Time in respect of the Premises (Asia Time) |
for a fixed term of three years commencing on 1 April | |
2021 and expiring on 31 March 2024 at a monthly rental | |
of HK$47,000 (exclusive of rates, government rent and | |
management fee) | |
"Lease Agreement | the lease agreement entered into between YH Engineering |
(Hilton)" | and Hilton in respect of the Premises (Hilton) for a |
fixed term of three years commencing on 1 April 2021 | |
and expiring on 31 March 2024 at a monthly rental of | |
HK$79,000 (exclusive of rates, government rent and | |
management fee) | |
"Lease Agreement | the lease agreement entered into between YH Engineering |
(Land Treasure)" | and Land Treaure in respect of the Premises (Land |
Treasure) for a fixed term of three years commencing on | |
1 April 2021 and expiring on 31 March 2024 at a monthly | |
rental of HK$69,000 (exclusive of rates, government rent | |
and management fee) | |
"Lease Agreement | the lease agreement entered into between YH Engineering |
(Pioneer National)" | and Pioneer National in respect of the Premises (Pioneer |
National) for a fixed term of three years commencing on | |
1 April 2021 and expiring on 31 March 2024 at a monthly | |
rental of HK$78,000 (exclusive of rates, government rent | |
and management fee) | |
"Lease Agreements" | collectively referring to the Lease Agreement (Asia Time), |
the Lease Agreement (Hilton), the Lease Agreement (Land | |
Treasure) and the Lease Agreement (Pioneer National) | |
"Lessors" | collectively referring to Asia Time, Hilton, Land Treasure |
and Pioneer National |
- 10 -
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Main Board" | the main board of the Stock Exchange |
"Mr. Chui" | Mr. Chui Mo Ming, an executive Director, the vice- |
chairman of the Board and a Controlling Shareholder of the | |
Company | |
"Mr. Jim" | Mr. Jim Yin Kwan Jackin, an executive Director, the |
chairman of the Board and a Controlling Shareholder of the | |
Company | |
"Pioneer National" | Pioneer National Development Limited, a company |
incorporated in Hong Kong with limited liability and owned | |
by Mr. Jim and Mr. Chui | |
"Premises" | collectively referring to the Premises (Asia Time), Premises |
(Hilton), Premises (Land Treasure) and Premises (Pioneer | |
National) | |
"Premises (Asia Time)" | Lot No. 252, 255, 261, 262, 284, 294 and 300 All in |
Demarcation District No. 84 (New Territories, Hong Kong) | |
"Premises (Hilton)" | Lot No. 291, 292, 295, 297 and 305 All in Demarcation |
District No. 84 (New Territories, Hong Kong) | |
"Premises (Land Treasure)" | Lot No. 254, 257, 259 and 314 All in Demarcation District |
No. 84 (New Territories, Hong Kong) | |
"Premises (Pioneer National)" | Units 1104-07, Nan Fung Commercial Centre, 19 Lam Lok |
Street, Kowloon Bay, Kowloon, Hong Kong | |
"Previous Lease Agreement | the lease agreement entered into between YH Engineering |
(Pioneer National)" | and Pioneer National in respect of the Premises (Pioneer |
National) for a fixed term of three years commencing on 25 | |
July 2018 and expiring on 24 July 2021 at a monthly rental | |
of HK$90,000 (exclusive of rates, government rent and | |
management fee) |
- 11 -
"Previous Lease Agreements | collectively referring to (i) the lease agreement entered |
(Asia Time, Hilton and Land | into between YH Engineering and Asia Time in respect |
Treasure)" | of the Premises (Asia Time) for a fixed term of one year |
commencing on 1 April 2020 and expiring on 31 March | |
2021 at a monthly rental of HK$45,000 (exclusive of | |
rates, government rent and management fee); (ii) the lease | |
agreement entered into between YH Engineering and Hilton | |
in respect of the Premises (Hilton) for a fixed term of one | |
year commencing on 1 April 2020 and expiring on 31 | |
March 2021 at a monthly rental of HK$76,000 (exclusive of | |
rates, government rent and management fee); and (iii) the | |
lease agreement entered into between YH Engineering and | |
Land Treasure in respect of the Premises (Land Treasure) | |
for a fixed term of one year commencing on 1 April | |
2020 and expiring on 31 March 2021 at a monthly rental | |
of HK$67,000 (exclusive of rates, government rent and | |
management fee) | |
"Share(s)" | ordinary share(s) of HK$0.01 each in the issued share |
capital of the Company | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Stock Exchange" | the Stock Exchange of Hong Kong Limited |
"subsidiary(ies)" | has the meaning ascribed to it under the Listing Rules |
"YH Engineering" | Yee Hop Engineering Company Limited, a company |
incorporated in Hong Kong with limited liability and an | |
indirect wholly-owned subsidiary of the Company | |
"%" | per cent |
By order of the Board | |
Yee Hop Holdings Limited | |
Jim Yin Kwan Jackin | |
Chairman and executive Director | |
Hong Kong, 1 April 2021 |
As at the date of this announcement, the executive Directors are Mr. Jim Yin Kwan Jackin, Mr. Chui Mo Ming, Mr. Yan Chi Tat, Mr. Leung Hung Kwong Derrick and Mr. Xu JunMin; and the independent non-executive Directors are Mr. Lee Luk Shiu, Mr. Yu Hon Kwan and Mr. Wong Chi Keung Johnny.
- 12 -
Attachments
- Original document
- Permalink
Disclaimer
Yee Hop Holdings Ltd. published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2021 13:51:07 UTC.
