Annual Report 2015
REPORT OF THE DIRECTORS
79
CONNECTED TRANSACTIONS
(continued)
(9) On 19 March 2013, NWCL and CTFJ entered into a master purchase agreement (the “Master Purchase
Agreement”) to provide a framework for the transactions between members of the NWCL Group (i.e. NWCL and
its subsidiaries) and members of the CTFJ Group in respect of (i) the purchases of gold products by the relevant
members of the NWCL Group from the relevant members of the CTFJ Group; (ii) the purchases of gift vouchers
issued or to be issued by the CTFJ Group (“CTFJ Gift Vouchers”) by relevant members of the NWCL Group from
the relevant members of the CTFJ Group and the use of CTFJ Gift Vouchers by holders thereof given by the NWCL
Group as payment of purchase of goods at the stores where the CTFJ Group operates its business; and (iii) the
use of gift vouchers issued or to be issued by the NWCL Group (“NWCL Gift Vouchers”) by customers of the
NWCL Group as payment of purchase of goods at the stores where the CTFJ Group operates its business and
the settlement of the relevant value represented by such NWCL Gift Vouchers (with rebates) between relevant
members of the NWCL Group and the CTFJ Group.
The Master Purchase Agreement commenced from 19 March 2013 up to and including 30 June 2015, and will be
automatically renewed for a successive period of three years upon the expiration of the initial term or subsequent
renewal term subject to compliance with relevant requirements of the Listing Rules.
As CTFJ is a fellow subsidiary of CTF which is a substantial shareholder of the Company, CTFJ is therefore a
connected person of the Company under the Listing Rules. Accordingly, the entering into of the Master Purchase
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 Master Purchase Agreement
amounted to approximately HK$61.1 million, which is within the annual cap of HK$259.4 million.
The Master Purchase Agreement was automatically renewed in accordance with its terms and conditions for further
three years from 1 July 2015 to 30 June 2018. Details of the renewal of the Master Purchase Agreement and the
annual caps set for each of the three financial years ending 30 June 2018 were set out in the announcement of the
Company dated 8 May 2015.
(10) On 27 January 2015, an agreement (the “Sunbig Agreement”) was entered into between Ballina Enterprises
Limited (“Ballina”, a wholly owned subsidiary of the Company) and Cheung Hung Development (Holdings) Limited
(“Cheung Hung”) pursuant to which (i) Cheung Hung agreed to sell and assign, and Ballina agreed to purchase
and accept the assignment of, 40.0% of the entire issued share capital of Sunbig Limited (“Sunbig”) and the
entire amount of the unsecured and non-interest bearing shareholder’s loan owing from Sunbig to Cheung Hung
as at the date of completion of the Sunbig Agreement at an aggregate cash consideration of approximately
HK$1,779.0 million.
The main business of Sunbig and its subsidiaries is the development of a commercial building in North Point, Hong
Kong. At the date of the Sunbig Agreement, 50.0% of the issued share capital of Sunbig was held by Ballina. Upon
completion of the Sunbig Agreement on 30 January 2015, Sunbig became an indirect 90.0%-owned subsidiary of
the Company.
As Cheung Hung is an associate of CTF which is a substantial shareholder of the Company, Cheung Hung is
therefore a connected person of the Company and the acquisition contemplated under the Sunbig Agreement
constitutes a connected transaction for the Company under the Listing Rules.
