New World Development Company Limited
184
Financial Section
46 Related Party Transactions
(continued)
Notes: (continued)
(n)
The disposal of the Disposal Hotel Group to CTF is disclosed in note 8(a).
(o)
On 24 August 2015, Catchy Investments Limited (“Catchy”, a wholly owned subsidiary of the Company), entered into an agreement (the
“Dragon Merchant Agreement”) with FSE Management (a majority-controlled company of Mr. Doo) pursuant to which Catchy agreed to
sell and assign, and FSE Management agreed to purchase and accept the assignment of, the entire issued share capital of Dragon
Merchant Limited (“Dragon Merchant”) and the entire amount of the unsecured and non-interest bearing shareholder’s loan owing
from Dragon Merchant to Catchy as at the date of completion of the Dragon Merchant Agreement (“Completion”) at an aggregate cash
consideration of HK$258.0 million (subject to adjustment). The main asset of Dragon Merchant and its subsidiary is the property situate
at 8th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong. The consideration was adjusted to
approximately HK$255.3 million by reference to the unaudited consolidated net tangible assets value of Dragon Merchant as at the
date of Completion.
(p)
On 25 August 2015, Startley Limited (“Startley”, a wholly owned subsidiary of CTF), Risma Limited (“Risma”, a wholly owned subsidiary
of the Company),
մɽ၅मᘒ
ږ
БଉέϞࠢʮ̡
(Chow Tai Fook Jewellery (Shenzhen) Co. Ltd.) (“CTFJ Shenzhen”, an indirect wholly
owned subsidiary of CTFJ) and Chow Tai Fook Qianhai Investments Company Limited (“CTF Qianhai”, a wholly owned subsidiary of CTF
as at the date of the Joint Venture Agreement) entered into a joint venture agreement (the “JV Agreement”) regarding the formation of
two joint venture entities, namely CTF Qianhai and
ଉέ
ۃ
ऎմɽ၅ಥʕːϞࠢʮ̡
(Shenzhen Qianhai Chow Tai Fook Hong Kong
Goods Centre Co., Ltd.) (the “PRC JV Company”). The total investment in the PRC JV Company will be RMB350.0 million (equivalent to
approximately HK$409.5 million), of which RMB120.0 million (equivalent to approximately HK$140.4 million) will be its registered capital.
Completion of the JV Agreement took place on 7 September 2015. The effective interest in the PRC JV Company held by Startley, CTFJ
Shenzhen and Risma is 50.0%, 30.0% and 20.0%, respectively.
(q)
On 20 November 2015, the Company entered into a sale and purchase agreement with CTF pursuant to which CTF agreed to sell and
assign, and the Company agreed to purchase and accept the assignment of 36.0% of the issued shares of Beames Holdings Limited
(“Beames”) and the entire amount of unsecured and non-interest bearing shareholder’s loan owing from Beames to CTF for a total
adjusted consideration of approximately HK$3,592.8 million. Beames, through its subsidiaries, associated companies and joint
ventures, is principally engaged in hotel business operations and property investment in Hong Kong and Southeast Asia. The
transaction was completed on 23 November 2015 and Beames becomes a direct wholly owned subsidiary of the Company.
(r)
On 4 February 2016, each of New World Hotels Corporation Limited (an indirect wholly owned subsidiary of the Company) and Goland
Developments Limited (“Goland”, an indirect subsidiary of the Company) as purchasers entered into an agreement with Way West
Investments Limited (“Way West”, wholly owned by the brother of Mr. Ho Hau-Hay, Hamilton who is an Independent Non-executive
Director of the Company) as vendor regarding the acquisition of 47.5% interest in Goland and 6.7% interest in Realform Developments
Limited respectively at an aggregate cash consideration of HK$90.1 million (the “Makati Acquisitions”). Both transactions were
completed on 4 February 2016, and through the Makati Acquisitions, the Company’s attributable interests in New World Makati Hotel,
Manila, Philippines increased from 49.0% to 62.0%.
(s)
On 10 December 2015, CTF, Razor Zenith Limited (“RZL”, a directly wholly owned subsidiary of CTF), NWS Ports Management Limited (a
direct wholly owned subsidiary of NWSH), Flying Gravity Limited (“FGL”, an indirect wholly owned subsidiary of NWSH) and Silverway
Global Limited (“SGL”) (collectively, the “Parties”) entered into a shareholders agreement (the “Shareholders Agreement”) to regulate
the respective rights and obligations of RZL and FGL towards the management of SGL. The entire issued share capital of SGL is owned
as to 50% by RZL and 50% by FGL. Pursuant to the Shareholders Agreement, it was agreed that SGL shall, subject to the satisfaction of
certain conditions precedent, establish a joint venture with Aviation Capital Group Corp. (“ACG”, a company established in USA
engaged in the business of aircraft leasing), in which SGL shall hold 80% of the shares and ACG shall hold the remaining 20% of the
shares of the same class.
On 8 March 2016, Bauhinia Aviation Capital Limited was established as the joint venture between SGL and ACG as contemplated under
the Shareholders Agreement and owned as to 80% by SGL and 20% by ACG. Pursuant to a supplemental agreement to the
Shareholders Agreement entered into among the parties on 8 March 2016, the parties agreed that the total commitment (whether
equity, loan or otherwise and including any guarantee or indemnity in connection with the establishment of SGL) of each of RZL and
FGL towards SGL shall be increased from US$4.0 million (equivalent to HK$31.2 million) to US$240.0 million (equivalent to HK$1,872.0
million).
