Annual Report 2015
REPORT OF THE DIRECTORS
77
CONNECTED TRANSACTIONS
(continued)
(5) On 11 April 2014, a master services agreement (the “Mr. Doo Master Services Agreement”) was entered into
between the Company and Mr. Doo for a term of three years commencing from 1 July 2014 in respect of the
provision of certain operational and rental services which includes contracting services, cleaning and landscaping
services, facilities management services, property management services, security and guarding services and rental
services, between members of the Group and members of the Services Group (being Mr. Doo and any company
in the equity capital of which Mr. Doo is or will be directly or indirectly interested so as to exercise or control the
exercise of 30.0% (or such other amount as may from time to time be specified in the Code on Takeovers and
Mergers (the “Takeovers Code”) as being the level for triggering a mandatory general offer) or more of the voting
power at general meetings, or to control the composition of a majority of the board of directors and any other
company which is its subsidiary). Subject to compliance with the relevant requirements under the Listing Rules,
upon expiration of the initial term or subsequent renewal term, the Mr. Doo Master Services Agreement will be
automatically renewed for a successive period of three years thereafter.
Mr. Doo is the Non-executive Vice-chairman of the Company and a director of certain subsidiaries of the Company,
and hence a connected person of the Company under the Listing Rules. Accordingly, the entering into of the
Mr. Doo Master Services Agreement and all the transactions contemplated thereunder constitute continuing
connected transactions for the Company under the Listing Rules.
The Mr. Doo Master Services Agreement and the annual cap amounts payable by the Services Group to the Group,
and vice versa, in respect of the transactions contemplated under the Mr. Doo Master Services Agreement for each
of the three years ending 30 June 2017 were approved by the independent shareholders of the Company at the
Company’s extraordinary general meeting held on 22 May 2014.
For the year ended 30 June 2015, the aggregate amount of the transactions under the Mr. Doo Master Services
Agreement amounted to approximately HK$1,209.3 million, which is within the annual cap of HK$2,805.1 million.
(6) On 11 April 2014, the Company and CTF entered into a master services agreement (the “CTF Master Services
Agreement”) for a term of three years commencing from 1 July 2014, whereby each of the Company and CTF
agreed to, and agreed to procure members of the Group or the CTF Group (being CTF, (a) any other company which
is its subsidiary or holding company or is a fellow subsidiary of any such holding company, and/or (b) any other
company in the equity capital of which CTF and such other companies referred to in (a) above taken together are
directly or indirectly interested so as to exercise or control the exercise of 30.0% (or such other amount as may
from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or
more of the voting power at general meetings or to control the composition of a majority of the board of directors,
and any other company which is its subsidiary, but excluding members of the Group) (to the extent practicable) to
engage relevant members of the CTF Group or the Group (as the case may be) to provide the relevant operational
services, which include contracting services, general and rental services, project management and consultancy
services, and hotel management and consultancy services, to members of the Group or the CTF Group (as the case
may be) during the term of the CTF Master Services Agreement.
Subject to compliance with the relevant requirements under the Listing Rules, upon expiration of the initial term
or subsequent renewal term, the CTF Master Services Agreement will be automatically renewed for a successive
period of three years thereafter.
As CTF is a connected person of the Company, the entering into of the CTF Master Services Agreement and all the
transactions contemplated thereunder constitute continuing connected transactions for the Company under the
Listing Rules.
For the year ended 30 June 2015, the aggregate amount of the transactions under the CTF Master Services
Agreement amounted to approximately HK$604.0 million, which is within the annual cap of HK$1,108.3 million.
