ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED

Transcription

1 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. ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 00908) R14.58 (1) Note 5 to rule R13.51A CONTINUING CONNECTED TRANSACTIONS: (1) RENEWAL OF AGENCY TRANSPORTATION CUM MANAGEMENT FEE AGREEMENTS (2) RENEWAL OF DIESEL SUPPLY AGREEMENT (3) PETROL SUPPLY AGREEMENT (A) CCTs subject to (among others) the Shareholders approval requirement: renewal of agency transportation cum management fee agreements Reference is made to the Company s circular dated 23 November 2012 and its announcements dated 28 September 2012, 18 December 2012 and 30 September 2013 respectively, in relation to (among other things) the AM Fee Agreements. The AM Fee Agreements were entered into on 28 September 2012 on a conditional basis and between Jiuzhou Port Company, Ferry Company and Jiuzhou Transport Company in relation to the operation of ferry lines between Zhuhai on the one part and various terminals in Hong Kong and Shekou on the other part, all for the term up to 31 December As disclosed in the Company s announcement dated 30 September 2013, parties to the AM Fee Agreements entered into the Supplemental AM Fee Agreements to amend certain terms of the AM Fee Agreements. It is expected that the CCTs under the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) will continue beyond their respective expiry on 31 December On 31 December 2014, Jiuzhou Port Company, Ferry Company and Jiuzhou Transport Company entered into, on a conditional basis, the AM Fee Agreements in relation to the operation of the same ferry lines as in the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements), all for a term of three years up to 31 December

2 Implications under the Listing Rules Both Ferry Company and Jiuzhou Port Company are connected subsidiaries of the Company under Rule 14A.16 of the Listing Rules. Jiuzhou Transport Company is a connected person of the Company under Rule 14A.07(4) of the Listing Rules. The transactions contemplated under the AM Fee Agreements constitute CCTs for the Company under Chapter 14A of the Listing Rules. As the expected aggregate amount of (1) the AM Fees receivable by Jiuzhou Port Company from Ferry Company; and (2) the AM Fees payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Transport Company, which both amounts shall constitute the annual caps under the AM Fee Agreements for each of the three financial years ending 31 December 2017 are expected to be more than HK$10 million respectively and the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) are more than 5%, the transactions contemplated under the AM Fee Agreements shall constitute non-exempt CCTs under Chapter 14A of the Listing Rules and are subject to the annual review, disclosure and Shareholders approval requirements under Chapter 14A of the Listing Rules. (B) CCTs subject to only the annual review and disclosure requirements, but exempt from the Shareholders approval requirement: (i) Renewal of diesel supply agreement Reference is made to the Company s announcement dated 17 November 2011 in relation to, among other things, the Diesel Supply Agreement. The Diesel Supply Agreement was entered into between Jiuzhou Marine Bunker (a connected subsidiary of the Company) as supplier and Zhuhai Resort Hotel (a member of the Group) as customer, under which Jiuzhou Marine Bunker shall supply diesel fuel to Zhuhai Resort Hotel on an on-going basis for a term of three years commencing from 1 January 2012 up to 31 December It is expected that the CCTs under the Diesel Supply Agreement will continue beyond its expiry on 31 December To ensure continual supply of diesel fuel by Jiuzhou Marine Bunker to Zhuhai Resort Hotel after the expiry of the Diesel Supply Agreement, on 31 December 2014, Jiuzhou Marine Bunker and Zhuhai Resort Hotel entered into the Diesel Supply Agreement. 2

3 Implications under the Listing Rules Zhuhai Resort Hotel is a member of the Group and Jiuzhou Marine Bunker is a wholly-owned subsidiary of Ferry Company (a connected subsidiary of the Company) and is an associate of ZJ Holdings (a substantial shareholder of the Company), hence a connected person of the Company under the Listing Rules. The transactions as contemplated by the Diesel Supply Agreement thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. As the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected annual caps under the Diesel Supply Agreement for each of the three financial years ending 31 December 2017 are less than 5%, the transactions contemplated under the Diesel Supply Agreement shall constitute non-exempt CCTs under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but exempt from Shareholders approval requirement under Chapter 14A of the Listing Rules. (ii) Petrol supply agreement Since January 2012, ZJ Port Station (a non wholly-owned subsidiary of the Company) has been supplying petrol and diesel to Jiuzhou Travel Transport (a company in which ZJ Holdings is interested in 49% of its equity interest). On 1 September 2014, ZJ Port Station and Jiuzhou Travel Transport entered into the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) pursuant to which ZJ Port Station shall supply petrol and diesel to Jiuzhou Travel Transport on an on-going basis for a term commencing from 1 September 2014 to 31 December Implications under the Listing Rules ZJ Port Station is a member of the Group and Jiuzhou Travel Transport is a company in which ZJ Holdings is interested in 49% of its equity interest, hence Jiuzhou Travel Transport is a connected person of the Company under the Listing Rules. The transactions as contemplated by the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. As the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected annual caps under the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) for each of the two financial years ending 31 December 2015 are less than 5%, the transactions contemplated thereunder shall constitute non-exempt CCTs under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but exempt from Shareholders approval requirement under Chapter 14A of the Listing Rules. 3

4 (C) SGM and the related circular A circular containing, among other information, (1) a letter from the Board containing further details of the AM Fee Agreements; (2) a letter from the Independent Board Committee to the Independent Shareholders, setting out its recommendations in connection with the CCTs contemplated under the AM Fee Agreements and the related expected annual caps; (3) a letter from the IFA containing its advice to the Independent Board Committee and the Independent Shareholders, in connection with the CCTs contemplated under the AM Fee Agreements and the related expected annual caps; and (4) the notice of the SGM, is expected to be despatched to the Shareholders on or before 22 January R14A.68(11) INTRODUCTION The purpose of this announcement is to give information concerning the entering into by the Group and certain connected persons of (i) the AM Fee Agreements, (ii) the Diesel Supply Agreement and (iii) the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement). (A) CCTs subject to (among others) the Shareholders approval requirement: renewal of agency transportation cum management fee agreements Reference is made to the Company s circular dated 23 November 2012 and its announcements dated 28 September 2012, 18 December 2012 and 30 September 2013 respectively, in relation to (among other things) the AM Fee Agreements. The AM Fee Agreements were entered into on 28 September 2012 on a conditional basis and between Jiuzhou Port Company, Ferry Company and Jiuzhou Transport Company in relation to the operation of the ferry lines between Jiuzhou Port, Zhuhai, the PRC on the one part and the following terminals ( Relevant Terminals ) respectively on the other part: (i) (ii) Hong Kong China Ferry Terminal or Hong Kong-Macau Ferry Terminal; Hong Kong International Airport; and (iii) Shekou, Shenzhen, the PRC, all for the term up to 31 December As disclosed in the Company s announcement dated 30 September 2013, parties to the AM Fee Agreements entered into the Supplemental AM Fee Agreements to amend certain terms of the AM Fee Agreements. 4

5 It is expected that the CCTs under the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) will continue beyond their respective expiry on 31 December On 31 December 2014, Jiuzhou Port Company, Ferry Company and Jiuzhou Transport Company entered into, on a conditional basis, the AM Fee Agreements in relation to the operation of the same ferry lines as in the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) all for a term of three years up to 31 December Principal terms of the AM Fee Agreements Date: 31 December 2014 R14.58(3) Parties: (i) (ii) Ferry Company; Jiuzhou Port Company; and (iii) Jiuzhou Transport Company. Ferry Company is incorporated in the PRC and is principally engaged in the provision of ferry services between Zhuhai on the one part and the Relevant Terminals on the other part. Prior to 23 May 2013, Ferry Company was a jointly-controlled entity of the Company and was owned as to 51% by ZJ Holdings (which is a substantial shareholder of the Company) and 49% by the Group. On 23 May 2013, disposal of 8% of the equity interest in Ferry Company by ZJ Holdings to an Independent Third Party was completed. Since then, Ferry Company has been owned as to 49% by the Group, 43% by ZJ Holdings and 8% by the said Independent Third Party. Ferry Company is treated as a subsidiary of the Company. R14.58(2) R14A.68(2) Jiuzhou Port Company is incorporated in the PRC and a non wholly-owned subsidiary of the Company. 90% of the registered capital in Jiuzhou Port Company is attributable to the Company, and the remaining 10% is attributable to ZJ Holdings. Jiuzhou Port Company is a member of the Group and is also a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. The principal activities of Jiuzhou Port Company include provision of port facilities. Jiuzhou Transport Company is incorporated in the PRC and a wholly-owned subsidiary of ZJ Holdings. The principal activities of Jiuzhou Transport Company include operation of passenger-transport station and transportation agency services for ferry lines. ZJ Holdings is a State-owned enterprise established in the PRC and is a substantial shareholder of the Company. As at the date of this announcement, it is interested in 575,860,000 Shares, representing about 40.72% of the Shares in issue. The principal activities of ZJ Holdings include investment in tourism and transportation businesses and properties letting. 5

6 As Jiuzhou Transport Company is owned as to more than 30% by ZJ Holdings, Jiuzhou Transport Company is an associate of ZJ Holdings, hence a connected person of the Company under the Listing Rules. As ZJ Holdings has 10% or more of equity interest in each of Ferry Company and Jiuzhou Port Company, both Ferry Company and Jiuzhou Port Company are connected subsidiaries of the Company under Rule 14A.16 of the Listing Rules, hence connected persons of the Company. The transactions contemplated under the AM Fee Agreements involve: (1) part of the AM Fees as income received by Jiuzhou Port Company (a member of the Group) from Ferry Company (a connected subsidiary of the Company); and (2) AM Fees as expenses made by Ferry Company (a member of the Group) to Jiuzhou Port Company (a connected subsidiary of the Company) and Jiuzhou Transport Company (a connected person of the Company), for provision of agency and management services by Jiuzhou Port Company and Jiuzhou Transport Company to Ferry Company. Accordingly, transactions contemplated under the AM Fee Agreements constitute CCTs for the Company under Chapter 14A of the Listing Rules. The aggregate income received by Jiuzhou Port Company (a member of the Group) from Ferry Company (a connected subsidiary of the Company) together with the aggregate expenses made by Ferry Company (a member of the Group) to both Jiuzhou Port Company (a connected subsidiary of the Company) and Jiuzhou Transport Company (a connected person of the Company), are both subjects of consideration receivable and payable, respectively, by the Group from or to connected persons for calculation of the relevant percentage ratios under the AM Fee Agreements. Ferry Company was then a connected person of the Company when the AM Fee Agreements were entered into in September 2012, the transactions then proposed thereunder involved payment made by Ferry Company (a then connected person of the Company) to Jiuzhou Port Company (a member of the Group) and Jiuzhou Transport Company (a connected person of the Company) for their provision of agency and management services to Ferry Company. Payment made by Ferry Company (a then connected person of the Company) to Jiuzhou Port Company (a member of the Group) was the subject of consideration payable by a connected person to the Group for calculation of the relevant percentage ratios under the AM Fee Agreements. Term: Subject to Independent Shareholders approval, from 1 January 2015 to 31 December 2017 Services provided and payment terms: Under the AM Fee Agreements, (a) Jiuzhou Port Company will be mainly responsible for providing waiting lounge for passengers, supplying electricity and fresh water to Ferry Company (at a fee to be charged at market rate with reference to the actual usage plus a premium of 15% per month), conducting promotional activities for the ferry lines and providing berthing facilities and services for the ferries of Ferry Company at the Jiuzhou Port, and (b) Jiuzhou Transport Company will be mainly responsible for selling ferry tickets to passengers in the PRC, luggage transportation, assisting in the management of waiting lounge services and conducting business promotion activities. R14.60(1) 6

7 In return for the above services: R14.58(5) (i) (ii) Jiuzhou Port Company is entitled to receive agency and management fees from Ferry Company calculated on the basis of 19.5% or 22.5% of net proceeds ( Net Proceeds ) which represents the gross proceeds from the ferry tickets sold, after deducting certain expenses (including bunker surcharges and catering expenses) and fees payable to certain Independent Third Parties for certain ferry lines; and Jiuzhou Transport Company is entitled to receive (aa) agency and management fees from Ferry Company calculated on the basis of 1% of the Net Proceeds and (bb) an agency fee of RMB3 per ticket sold for a ferry line. For the operation of the ferry line between Hong Kong China Ferry Terminal or Hong Kong-Macau Ferry Terminal and Jiuzhou Port under the AM Fee Agreements, a 3% handling fee (subject to a maximum amount) is payable to ticket-selling agents for those single-trip tickets from Jiuzhou Port to Hong Kong and round-trip return tickets (for the route from Jiuzhou Port to Hong Kong) sold in Hong Kong. The 19.5% agency and management fees payable to Jiuzhou Port Company under the AM Fee Agreements is calculated on the basis after deduction of such 3% handling fee payable to the Hong Kong ticket-selling agents. In addition, under the AM Fee Agreements, Ferry Company and Jiuzhou Transport Company shall share revenue for luggage transportation on the basis of 50%:50% or 76.5%:23.5% for certain ferry lines. The parties will share among themselves certain expenses in connection with business promotion. The sharing ratio between Ferry Company, Jiuzhou Port Company and Jiuzhou Transport Company is 76.5%:22.5%:1%. Since the advertising and business promotional expenses are paid and realised as expenses upon the relevant services rendered, the sharing ratio of such expenses matches with the sharing ratio of the Net Proceeds of ferry tickets sold (i.e. the income of each party under the AM Fee Agreements). The adoption of the same ratio was determined at arm s length basis after negotiation between the parties and in accordance with the matching concept in accounting principles, under which incurred cost shall be matched against relevant income. The AM Fees will be payable in arrears and on a monthly basis. R14.58(4) 7

8 Historical transaction amounts The historical transaction amounts of the AM Fees payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Transport Company under the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) (and where applicable, the AM Fee Agreements) for the financial years concerned or period covered are set out below: Financial year concerned or period covered 1 January 2012 to 27 September 2012 Agreements concerned and relevant percentage to Net Proceeds AM Fee Agreements (23.5% of the Net Proceeds) (Note 1) Historical transaction amounts AM Fees payable by Ferry Company to Jiuzhou Port Company Agreements concerned and relevant percentage to Net Proceeds AM Fees payable by Ferry Company to Jiuzhou Transport Company Total AM Fees payable (HK$) (HK$) (HK$) million N/A N/A million 28 September 2012 to 31 December AM Fee Agreements (17.5% or 20.5% of the Net Proceeds) million AM Fee Agreements (3% of the Net Proceeds) 2.16 million million FY million 2.16 million million (Note 2) 1 January 2013 to 30 September AM Fee Agreements (17.5% or 20.5% of the Net Proceeds) million AM Fee Agreements (3% of the Net Proceeds) 1.92 million million 1 October 2013 to 31 December AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) (19.5% or 22.5% of the Net Proceeds) million AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) (1% of the Net Proceeds) 0.21 million million FY million 2.13 million million 1 January 2014 to 30 November AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) (19.5% or 22.5% of the Net Proceeds) million AM Fee Agreements (as varied by the Supplemental AM Fee Agreements) (1% of the Net Proceeds) 2.08 million million FY2014 (up to 30 November 2014) million 2.08 million million 8

9 Notes: 1. As set out in the Company s circular dated 23 November 2012, the annual caps for the fees payable to Jiuzhou Port Company for the FY2012, FY2013 and FY2014 were HK$50 million, HK$53 million and HK$63 million respectively. 2. The historical transaction amount of the AM Fees for the financial year ended 31 December 2012, being approximately HK$48.14 million, covered (i) the actual AM Fees paid under the AM Fee Agreements for the period from 1 January 2012 up to the termination of the AM Fee Agreements (immediately upon the AM Fee Agreements came into effect on 28 September 2012) and (ii) the actual AM Fees paid under the AM Fee Agreements for the period from 28 September 2012 up to 31 December The historical fees payable by Ferry Company to Jiuzhou Port Company for FY2012 and FY2013 have not exceeded the annual caps for the financial years concerned, it is expected that the total fees payable by Ferry Company to Jiuzhou Port Company for FY2014 will not exceed the annual cap for the financial year concerned. Maximum aggregate annual caps for the AM Fees for the three financial years ending 31 December 2017 The expected maximum aggregate annual caps in respect of the AM Fees under the AM Fee Agreements including, (1) receivable by Jiuzhou Port Company from Ferry Company (calculated at the rate of 19.5% or 22.5% of the Net Proceeds); and (2) payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Transport Company (calculated at the respective rates of 19.5% or 22.5% and 1% of the Net Proceeds) respectively for the three financial years ending 31 December 2017 are set out as follows: R14.58(4) R14A.68(4) Financial year concerned Annual caps for AM Fees receivable by Jiuzhou Port Company from Ferry Company (Note) (HK$) Total annual caps for AM Fees receivable (HK$) FY million 71 million FY million 80 million FY million 91 million 9

10 Financial year concerned Annual caps for AM Fees payable by Ferry Company to Jiuzhou Port Company (Note) Annual caps for AM Fees payable by Ferry Company to Jiuzhou Transport Company Total annual caps for AM Fees payable (HK$) (HK$) (HK$) FY million 3 million 74 million FY million 4 million 84 million FY million 4 million 95 million Note: In relation to the maximum annual caps in respect of the AM Fees for the three financial years ending 31 December 2017, as both Ferry Company and Jiuzhou Port Company are members of the Group as well as connected subsidiaries of the Company, the transaction amounts for the purpose of the annual caps for the AM Fees concerning Jiuzhou Port Company represent (i) the AM Fees to be received by Jiuzhou Port Company as income from Ferry Company on one hand, and (ii) the AM Fees to be paid by Ferry Company as expenses to Jiuzhou Port Company on the other hand, both amounts being identical. In terms of accounting treatment, such amounts under items (i) and (ii) are offset against each other in full under the consolidated financial statements of the Group. The above annual monetary caps were proposed by the Directors based on the following factors: R14.58(5) (a) (b) the historical amounts of the AM Fees paid by Ferry Company to Jiuzhou Port Company and Jiuzhou Transport Company on the basis of 19.5% or 22.5% and 1% of the Net Proceeds under the AM Fee Agreements (as varied by the Supplemental AM Fee Agreements); and other factors such as the historical growth rate of passenger flow, historical and also forecast appreciation of RMB against Hong Kong dollar, the possible increase in the price of ferry ticket and the estimated number of passengers in each of the relevant years, plus an additional buffer of 10%. Reasons for the transactions contemplated under the AM Fee Agreements R14.58(8) As at the date of this announcement, Ferry Company operates ferry services between Zhuhai on the one part and various terminals in Hong Kong and Shekou on the other part. Jiuzhou Port is operated by Jiuzhou Port Company who provides similar services to ferries operated by Independent Third Parties at the same rate as that payable by Ferry Company. The transactions as contemplated under the AM Fee Agreements will bring a stable source of revenue to the Group. Under the Law on Inbound Water Transportation Management of the PRC ( ) published on 13 October 2012 with effect from 1 January 2013, a foreign enterprise (among other entities) is not allowed to engage in water transportation services in the PRC. 10

11 Both Ferry Company and Jiuzhou Port Company are members of the Group and are sinoforeign equity joint venture enterprises under the PRC law. Both of them are therefore not allowed to carry out the selling service of ferry tickets in the PRC. Accordingly, such services will be provided by Jiuzhou Transport Company, a domestic enterprise under the PRC law, which was permitted to carry out selling service of ferry tickets in the PRC by the relevant authority in Zhuhai. In view of the above, the Directors (excluding independent non-executive Directors whose views will be formed after obtaining the advice of the IFA) are of the opinion that: (a) the engagement of Jiuzhou Port Company by Ferry Company under the AM Fee Agreements will bring a stable source of revenue to the Group; (b) (c) (d) (e) (f) the engagement of Jiuzhou Transport Company which is a PRC domestic nonforeign-invested entity to provide the services of selling of ferry tickets in the PRC is for legal compliance purpose given that the Group is not allowed to engage in such services; the terms of the AM Fee Agreements are no more favourable to Jiuzhou Transport Company than terms available to Independent Third Parties; the terms of the AM Fee Agreements are negotiated between the parties on an arm s length basis and on normal commercial terms that are fair and reasonable; the proposed annual caps for the AM Fees as mentioned above are fair and reasonable; and the transactions as contemplated under the AM Fee Agreements will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. Listing Rules implications As explained in the sub-section headed Principal terms of the AM Fee Agreements Parties above, both Ferry Company and Jiuzhou Port Company are connected subsidiaries of the Company under Rule 14A.16 of the Listing Rules and Jiuzhou Transport Company is a connected person of the Company under the Listing Rules. The transactions as contemplated by the AM Fee Agreements thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. 11

12 As the expected aggregate amount of (1) the AM Fees receivable by Jiuzhou Port Company from Ferry Company; and (2) the AM Fees payable by Ferry Company to Jiuzhou Port Company and Jiuzhou Transport Company, which both amounts shall constitute the annual caps under the AM Fee Agreements for each of the three financial years ending 31 December 2017 are expected to be more than HK$10 million respectively and the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) are more than 5%, the transactions contemplated under the AM Fee Agreements shall constitute non-exempt CCTs under Chapter 14A of the Listing Rules and are subject to the annual review, disclosure and Shareholders approval requirements under Chapter 14A of the Listing Rules. R14A.68(9) (B) CCTs subject to only the annual review and disclosure requirements but exempt from the Shareholders approval requirement: (i) Renewal of diesel supply agreement Reference is made to the Company s announcement dated 17 November 2011 in relation to, among other things, the Diesel Supply Agreement. The Diesel Supply Agreement was entered into between Jiuzhou Marine Bunker (a connected subsidiary of the Company) as supplier and Zhuhai Resort Hotel (a member of the Group) as customer, under which Jiuzhou Marine Bunker shall supply diesel fuel to Zhuhai Resort Hotel on an on-going basis for a term of three years commencing from 1 January 2012 up to 31 December It is expected that the CCTs under the Diesel Supply Agreement will continue beyond its expiry on 31 December To ensure continual supply of diesel fuel by Jiuzhou Marine Bunker to Zhuhai Resort Hotel after the expiry of the Diesel Supply Agreement, on 31 December 2014, Jiuzhou Marine Bunker and Zhuhai Resort Hotel entered into the Diesel Supply Agreement. Principal terms of the Diesel Supply Agreement Date: 31 December 2014 R14.58(3) Parties: (i) (ii) Zhuhai Resort Hotel (as customer); and Jiuzhou Marine Bunker (as supplier). Zhuhai Resort Hotel is incorporated in the PRC and a wholly-owned subsidiary of the Company. Its principal activities include management of a holiday resort. R14.58(2) 12

13 Jiuzhou Marine Bunker is incorporated in the PRC and a wholly-owned subsidiary of Ferry Company. Ferry Company is a 49%-owned subsidiary of the Company. ZJ Holdings (a substantial shareholder of the Company) is interested in 43% of Ferry Company s equity interest. Its principal activities include supply of duty-free fuel for foreign ships, supply of fuel lubricant and fresh water for local ships at the sea, storage, transportation of fuel and management of gas stations. R14A.68(2) As Ferry Company is owned as to more than 30% by ZJ Holdings, Jiuzhou Marine Bunker (which is a wholly-owned subsidiary of Ferry Company) is an associate of ZJ Holdings, hence a connected person of the Company under the Listing Rules. Jiuzhou Marine Banker is also a connected subsidiary of the Company under Rule 14A.16 of the Listing Rules. Term: From 1 January 2015 to 31 December 2017 Goods supplied and payment terms: Jiuzhou Marine Bunker agreed to supply Zhuhai Resort Hotel with diesel fuel which complies with the standard as promulgated by the PRC government. The purchase price payable by Zhuhai Resort Hotel would be at a discount of RMB0.05 per litre for diesel fuel to the daily rate promulgated by the State. The purchase price shall be paid by Zhuhai Resort Hotel to Jiuzhou Marine Bunker in RMB on a monthly basis in arrears before the 10th day of each succeeding month from the internal resources of the Group. Historical transaction amounts and annual caps R14.60(1) R14.58(4) R14A.68(4) The historical transaction amounts and the annual caps under the Diesel Supply Agreement for the financial years concerned or period covered are set out below: Financial year concerned Annual caps (HK$) Historical transaction amounts (HK$) FY million (Note 1) 6.5 million FY million (Note 1) 5.6 million FY million See Note 2 below Notes: 1. The historical transaction amounts under the Diesel Supply Agreement for FY2012 and FY2013 have not exceeded the annual caps for the financial years concerned. 13

14 2. For the eleven months ended 30 November 2014, the aggregate historical amount of the purchase prices of diesel fuel purchased by Zhuhai Resort Hotel from Jiuzhou Marine Bunker amounted to approximately HK$4.7 million. It is expected that the aggregate amount of the purchase prices of diesel fuel purchased by Zhuhai Resort Hotel from Jiuzhou Marine Bunker will not exceed the above annual cap for the financial year ending 31 December Maximum aggregate annual caps for the three financial years ending 31 December 2017 The expected maximum aggregate annual caps in respect of the Diesel Supply Agreement for the three financial years ending 31 December 2017 are set out as follows: R14A.68(4) R14.58(4) Financial year concerned FY2015 FY2016 FY2017 Annual caps (HK$) 6.3 million 7.7 million 9.5 million The above annual monetary caps were proposed by the Directors based on the prevailing diesel fuel prices, the anticipated future price trend, the historical fuel consumption records of Zhuhai Resort Hotel, the estimated future consumption of diesel fuel by Zhuhai Resort Hotel and the increasing trend of exchange rate of RMB against Hong Kong dollar. R14.58(5) Reasons for the transactions contemplated under the Diesel Supply Agreement The Diesel Supply Agreement was entered into by the parties concerned to assure continual supply of diesel fuel to Zhuhai Resort Hotel for its normal business activities. Generally, the price offered by Jiuzhou Marine Bunker for the supply of diesel fuel to Zhuhai Resort Hotel is more favourable than that the latter could obtain from other independent fuel suppliers. The Directors (including the independent non-executive Directors) are of the view that the Diesel Supply Agreement is on normal commercial terms or better and in the ordinary and usual course of business of the Group and the terms of the Diesel Supply Agreement were reached after arm s length negotiation between Zhuhai Resort Hotel and Jiuzhou Marine Bunker, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. R14.58(8) R14A.68(3) Listing Rules implications As explained in the sub-section headed Principal terms of the Diesel Supply Agreement Parties above, Zhuhai Resort Hotel is a member of the Group and Jiuzhou Marine Bunker is a wholly-owned subsidiary of Ferry Company (a connected subsidiary of the Company) and is an associate of ZJ Holdings (a substantial shareholder of the Company), hence a connected person of the 14

15 Company under the Listing Rules. The transactions as contemplated by the Diesel Supply Agreement thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. As the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected annual caps under the Diesel Supply Agreement for each of the three financial years ending 31 December 2017 are less than 5%, the transactions contemplated under the Diesel Supply Agreement shall constitute non-exempt CCTs under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but exempt from Shareholders approval requirement under Chapter 14A of the Listing Rules. (ii) Petrol supply agreement Since January 2012, ZJ Port Station (a non wholly-owned subsidiary of the Company) has been supplying petrol and diesel to Jiuzhou Travel Transport (a company in which ZJ Holdings is interested in 49% of its equity interest). R14A.68(2) As disclosed in the sub-section headed Principal terms of the AM Fee Agreements Parties of the section headed CCTs subject to (among others) the Shareholders approval requirement: renewal of agency transportation cum management fee agreements above, prior to 23 May 2013, Ferry Company was a jointly-controlled entity of the Company and was then a connected person of the Company. ZJ Port Station was then (and is still) wholly-owned by Ferry Company (among which 90% equity interest of ZJ Port Station is directly held by Ferry Company and the remaining 10% thereof is directly held by Jiuzhou Marine Bunker, which is a directly wholly-owned subsidiary of Ferry Company), hence, ZJ Port Station was then also a connected person of the Company. At the material time, Jiuzhou Travel Transport was then (and is still) 49%-owned by ZJ Holdings, hence an associate of ZJ Holdings and a connected person of the Company. As both ZJ Port Station and Jiuzhou Travel Transport were then connected persons of the Company and not members of the Group, prior to 23 May 2013, transactions contemplated between them did not constitute connected transactions under Chapter 14A of the Listing Rules. On 23 May 2013, changes to the shareholding composition of Ferry Company completed and since then Ferry Company has been treated as a 49%-owned subsidiary of the Company. ZJ Port Station, being a subsidiary of Ferry Company, also became a member of the Group since the change of status of Ferry Company becoming effective. Accordingly, since 23 May 2013, transactions contemplated between ZJ Port Station (a member of the Group) and Jiuzhou Travel Transport (a connected person of the Company) constituted connected transactions under Chapter 14A of the Listing Rules. Due to an inadvertent oversight, the Group failed to comply with the disclosure requirement for the above CCTs between ZJ Port Station and Jiuzhou Travel Transport until the disclosure made hereunder. 15

16 Prior to 1 September 2013, no written agreement was entered into between ZJ Port Station and Jiuzhou Travel Transport for the supply of fuel. On 1 September 2013, ZJ Port Station and Jiuzhou Travel Transport entered into the Petrol Supply Agreement pursuant to which the former agreed to supply to the latter petrol and diesel on an on-going basis for a term of one year up to 31 August On 1 September 2014, ZJ Port Station and Jiuzhou Travel Transport entered into the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) pursuant to which the former agreed to supply to the latter petrol and diesel on an on-going basis for a term commencing from 1 September 2014 up to 31 December Principal terms of the Petrol Supply Agreement and the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) R14.58(3) R14.58(4) R14.60(1) Petrol Supply Agreement Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) Date: 1 September September 2014 Parties: (i) ZJ Port Station; and (i) ZJ Port Station; and (ii) Jiuzhou Travel Transport. (ii) Jiuzhou Travel Transport. Term: From 1 September 2013 to 31 August 2014 From 1 September 2014 to 31 December 2015 Goods supplied: Payment terms: ZJ Port Station agreed to supply petrol and diesel to Jiuzhou Travel Transport. Purchase price payable by Jiuzhou Travel Transport would be at a discount to the daily petrol rate promulgated by the State. The purchase price shall be paid by Jiuzhou Travel Transport to ZJ Port Station in RMB on a monthly basis in arrears before the 10th day of each succeeding month. ZJ Port Station agreed to supply petrol and diesel to Jiuzhou Travel Transport. Purchase price payable by Jiuzhou Travel Transport would be at discounts of RMB0.10 per litre and RMB0.05 per litre for petrol and diesel fuel respectively to the daily rates promulgated by the State. The purchase price shall be paid by Jiuzhou Travel Transport to ZJ Port Station in RMB on a monthly basis in arrears before the 10th day of each succeeding month. ZJ Port Station is incorporated in the PRC, which is a wholly-owned subsidiary of Ferry Company and a member of the Group. Its principal activities include supply of diesel and petrol to vehicles. R14.58(2) 16

17 Jiuzhou Travel Transport is incorporated in the PRC, whose 49% equity interest is held by ZJ Holdings. Jiuzhou Travel Transport is an associate of ZJ Holdings and a connected person of the Company. Its principal activities include provision of transportation services. Historical transaction amounts R14A.68(4) The historical transaction amounts for the supply of fuel between ZJ Port Station and Jiuzhou Travel Transport since January 2012 are set out below: Period covered Agreement concerned Whether constituted connected transactions under the Listing Rules Historical transaction amounts (HK$) 1 January to 31 December 2012 No written agreement was signed No 0.6 million 1 January to 22 May 2013 No written agreement was signed No 1.6 million 23 May to 31 August 2013 No written agreement was signed Yes 1.0 million 1 September 2013 to 31 August Petrol Supply Agreement Yes 4.7 million 1 September to 30 November Petrol Supply Agreement Yes 1.3 million The relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the aggregate historical transaction amounts for the period from 23 May 2013 (the date when the above transactions between ZJ Port Station and Jiuzhou Travel Transport became CCTs under Chapter 14A of the Listing Rules) up to 31 August 2014 (being HK$5.7 million) are less than 5%, the transactions concerned therefore constituted non-exempt CCTs under Chapter 14A of the Listing Rules and were subject to the annual review and disclosure requirements but exempt from Shareholders approval requirement under Chapter 14A of the Listing Rules. 17

18 Maximum aggregate annual caps for the period from 1 September 2014 to 31 December 2015 under the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) The expected maximum aggregate annual caps in respect of the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) for the term commencing from 1 September 2014 up to 31 December 2015 are set out as follows: R14A.68(4) R14.58(4) Financial year or period concerned From 1 September 2014 to 31 December 2014 FY2015 Annual caps (HK$) 2 million (Note) 6 million Note: The HK$2 million annual cap in respect of the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) for the period from 1 September 2014 to 31 December 2014 is proposed to cover the actual purchase price for the fuel payable by Jiuzhou Travel Transport for the period from 1 September to 30 November 2014 in the sum of approximately HK$1.3 million. Accordingly, the capped amount of the purchase price for the fuel payable by Jiuzhou Travel Transport to ZJ Port Station under the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) for the remaining term from 1 December 2014 to 31 December 2014 is expected to be HK$0.7 million (being the difference between HK$1.3 million and HK$2 million). The above annual monetary caps were proposed by the Directors based on the prevailing diesel and petrol fuel prices, the anticipated future prices trend, the historical fuel consumption records of Jiuzhou Travel Transport, the estimated future consumption of the fuel by Jiuzhou Travel Transport and the increasing trend of exchange rate of RMB against Hong Kong dollar. R14.58(5) Reasons for the supply of diesel and petrol by ZJ Port Station to Jiuzhou Travel Transport Supply of diesel and petrol is in the ordinary course of business of ZJ Port Station. Since January 2012, ZJ Port Station has been supplying fuel to Jiuzhou Travel Transport for additional income and the price offered by ZJ Port Station for the supply of fuel to Jiuzhou Travel Transport has been on normal commercial term and not more favourable to connected persons than that offered by the Group to other independent fuel consumers. The Directors (including the independent non-executive Directors) are of the view that the terms for the supply of diesel and petrol by ZJ Port Station to Jiuzhou Travel Transport since 23 May 2013 (including the respective terms of the Petrol Supply Agreement and the terms of the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement)) were reached after arm s length negotiation between ZJ Port Station and Jiuzhou Travel R14.58(8) R14A.68(3) 18

19 Transport, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole and that such CCTs are on normal commercial terms or better and in the ordinary and usual course of business of the Group. Listing Rules implications ZJ Port Station is a member of the Group and Jiuzhou Travel Transport is a company in which ZJ Holdings (a substantial shareholder of the Company) is interested in 49% of its equity interest, hence Jiuzhou Travel Transport is a connected person of the Company under the Listing Rules. The transactions as contemplated by the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) thus constitute CCTs for the Company under Chapter 14A of the Listing Rules. R14A.68(2) As the relevant applicable ratios (as prescribed under Chapter 14 of the Listing Rules) for the expected annual caps under the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) for each of the two financial years ending 31 December 2015 are less than 5%, the transactions contemplated thereunder shall constitute non-exempt CCTs under Rule 14A.76(2) of the Listing Rules and are subject to the annual review and disclosure requirements but exempt from Shareholders approval requirement under Chapter 14A of the Listing Rules. Since Messrs. Chen Yuanhe, Huang Xin and Ye Yuhong (all being executive Directors) are also directors of ZJ Holdings, they abstained from voting on the relevant board resolution(s) approving the AM Fee Agreements, the Diesel Supply Agreement, the Petrol Supply Agreement and the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement). Save as disclosed above, none of the Directors has a material interest in the AM Fee Agreements, the Diesel Supply Agreement, the Petrol Supply Agreement and the Petrol Supply Agreement (as supplemented by the Supplemental Petrol Supply Agreement) nor has any of them abstained from voting in respect of the relevant board resolution(s). R14A.68(8) (C) SGM and the related circular The SGM will be convened to approve the transactions contemplated under the AM Fee Agreements including the proposed annual caps for AM Fees for the three financial years ending 31 December The Company has established an Independent Board Committee (which comprises only and all the independent non-executive Directors) to advise the Independent Shareholders as to, among other matters, whether the transactions contemplated under the AM Fee Agreements and the related expected annual caps are fair and reasonable, in the interest of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolution(s) to be proposed at the SGM taking into account the recommendation of the IFA. 19

20 A circular containing, among other information, (1) a letter from the Board containing further details of the AM Fee Agreements; (2) a letter from the Independent Board Committee to the Independent Shareholders, setting out its recommendations in connection with the CCTs contemplated under the AM Fee Agreements and the related expected annual caps; (3) a letter from the IFA containing its advice to the Independent Board Committee and the Independent Shareholders, in connection with the CCTs contemplated under the AM Fee Agreements and the related expected annual caps; and (4) the notice of the SGM, is expected to be despatched to the Shareholders on or before 22 January R14A.68(11) (D) GENERAL The Company is an investment holding company. The principal activities of the Group consist of investment holding, the provision of port facilities in Zhuhai, the provision of ferry services between Zhuhai on the one part and Hong Kong and Shekou on the other part, the management of a holiday resort, a theme park and an amusement park, property development and the operation of a golf club. R14.58(2) DEFINITIONS In this announcement, the following expressions shall, unless the context otherwise requires, have the following meanings: AM Fee Agreements AM Fee Agreements Diesel Supply Agreement Petrol Supply Agreement the three agency cum management fee agreements all dated 18 March 2011 and entered into between Ferry Company and Jiuzhou Port Company in relation to the operation of the ferry lines between Zhuhai on the one part and the Relevant Terminals on the other part for the term up to the financial year ended 31 December 2013, which were subsequently terminated immediately upon the AM Fee Agreements came into effect on 28 September 2012 the three agency transportation cum management fee agreements all dated 28 September 2012 and entered into between Ferry Company, Jiuzhou Port Company and Jiuzhou Transport Company in relation to the operation of the ferry lines between Zhuhai on the one part and the Relevant Terminals on the other part for the term up to the financial year ending 31 December 2014 the supply of diesel agreement dated 14 November 2011 and entered into between Zhuhai Resort Hotel and Jiuzhou Marine Bunker in relation to supply of diesel fuel by Jiuzhou Marine Bunker to Zhuhai Resort Hotel the supply of petrol and diesel agreement dated 1 September 2013 and entered into between ZJ Port Station and Jiuzhou Travel Transport in relation to supply of petrol and diesel by ZJ Port Station to Jiuzhou Travel Transport 20