New World Development Company Limited
88
Report of the Directors
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.
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.
For the year ended 30 June 2016, the aggregate amount of the transactions under the Master Purchase Agreement
amounted to approximately HK$10.9 million, which is within the annual cap of HK$185.9 million.
(10) On 3 July 2015, New World Development (China) Limited (the “Vendor”, a wholly owned subsidiary of NWCL) entered into a
sale and purchase agreement (the “NWHM Agreement”) with CTF pursuant to which the Vendor conditionally agreed to sell
and CTF conditionally agreed to acquire the entire issued share capital of, and the outstanding shareholder’s loans owing to
the Vendor from, New World Hotel Management (BVI) Limited (“NWHM”), for a cash consideration of HK$1,963.0 million.
NWHM is the holding company of certain companies which are principally engaged in the provision of hotel management
services. The said disposal enabled NWCL to realise its investment in its non-core business. Upon completion of the NWHM
Agreement on 29 December 2015, NWHM ceased to be a wholly owned subsidiary of NWCL.
As CTF is a connected person of the Company, the disposal contemplated under the NWHM Agreement constitutes a
connected transaction for the Company under the Listing Rules.
(11) On 3 July 2015, NWCL entered into a master hotel leasing agreement (the “Master Hotel Leasing Agreement”) with CTF
pursuant to which relevant members of the NWCL Group and relevant members of the CTFE Group (i.e. CTF and its
subsidiaries) may enter into definitive agreements in respect of the leasing of hotels and licensing of related licences to
members of the CTFE Group from members of the NWCL Group upon, and subject to, the terms and conditions in
compliance with those of the Master Hotel Leasing Agreement as may be agreed between relevant members of the NWCL
Group and the relevant members of the CTFE Group.
The Master Hotel Leasing Agreement commenced on 3 July 2015 and shall continue up to and including 30 June 2025 which
can be automatically renewed for a further term of 10 years, subject to compliance with the then relevant requirements of
the rules of any stock exchange to which any of the parties to the Master Hotel Leasing Agreement is subject to, including,
but not limited to, the Listing Rules. No transaction was recorded under the Master Hotel Leasing Agreement for the year
ended 30 June 2016.
As CTF is a connected person of the Company, the entering into of the Master Hotel Leasing Agreement and all the
transactions contemplated thereunder constitute continuing connected transactions for the Company under the Listing
Rules.
