New World Development Company Limited
86
Report of the Directors
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 include 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.
On 20 November 2015, Mr. Doo and the Company entered into a supplemental agreement to the Mr. Doo Master Services
Agreement, with FSE Engineering Holdings Limited (“FSE Engineering”) and FSE Management Company Limited (“FSE
Management”) joining in as parties, as a definitive agreement to better reflect the provision and receipt of the
abovementioned operational and rental services by FSE Engineering and FSE Management, both of which are members of
the Services Group.
For the year ended 30 June 2016, the aggregate amount of the transactions under the Mr. Doo Master Services Agreement
amounted to approximately HK$1,725.1 million, which is within the annual cap of HK$4,284.4 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 2016, the aggregate amount of the transactions under the CTF Master Services Agreement
amounted to approximately HK$529.6 million, which is within the annual cap of HK$1,628.6 million.
