Time Watch Investments Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Time Watch Investments Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 2033) CONTINUING CONNECTED TRANSACTIONS SUPPLEMENTAL AGREEMENT TO 2015 HONG KONG DISTRIBUTION AGREEMENT SUPPLEMENTAL AGREEMENT TO THE 2015 HONG KONG DISTRIBUTION AGREEMENT On 26 February 2016, Win Sun entered into the Supplemental Agreement with Fortune Silver in relation to the revision of Staff Selling Commission. Under the Supplemental Agreement, the parties have agreed that, with retrospective effect from 1 February 2016, the Staff Selling Commission shall be revised as a fixed sum, either in cash or cash coupon, irrespective of the retail price of the watch sold. Save as disclosed herein, all the existing major terms and conditions of the 2015 Hong Kong Distribution Agreement and the annual caps for the transactions contemplated under the 2015 Hong Kong Distribution Agreement for the three years ending 30 June 2018 as set out in the 2015 Announcement remain unchanged. IMPLICATION UNDER THE LISTING RULES As Fortune Silver is owned as to 48% by Fine Jade International Limited, a direct wholly-owned subsidiary of Red Frame, which in turn is directly wholly owned by Mr. Michael Tung, Fortune Silver is a connected person of the Company. Therefore, the transactions contemplated under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the relevant applicable percentage ratios in respect of annual caps of the transactions contemplated under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement, aggregated with the transactions contemplated under (i) the 2015 Taiwan Distribution Agreement; (ii) the 2015 Hong Kong Tenancy Agreement; and (iii) the 2015 Zhengzhou Tenancy Agreement for each of the three years ending 30 June 2018 are expected to represent more than 0.1% but less than 5% of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$3 million, the continuing connected transactions of the Company under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement and the annual caps will be subject to reporting, announcement and annual review requirements, but will be exempt from independent shareholders approval requirements pursuant to Chapter 14A of the Listing Rules. As Mr. Michael Tung had material interests in the Supplemental Agreement, he had abstained from voting on the relevant Board resolutions for approving the Supplemental Agreement and the transactions contemplated thereunder. 1

2 This announcement is made by the Company pursuant to Rule 14A.54(2) of the Listing Rules. Reference is made to the announcement of the Company dated 29 June 2015 in relation to, among others, the 2015 Hong Kong Distribution Agreement, the 2015 Taiwan Distribution Agreement, the 2015 Hong Kong Tenancy Agreement and the 2015 Zhengzhou Tenancy Agreement and the transactions contemplated thereunder. SUPPLEMENTAL AGREEMENT TO THE 2015 HONG KONG DISTRIBUTION AGREEMENT The Board hereby announces that on 26 February 2016, Win Sun entered into the Supplemental Agreement with Fortune Silver in relation to the revision of Staff Selling Commission. Under the 2015 Hong Kong Distribution Agreement, the parties have agreed that, in respect of each of the Group s watches sold by Fortune Silver, Fortune Silver shall pay its relevant handling salesperson for the sales of such watch a selling commission for a fixed sum depending on the actual retail price of the watch sold (which is the recommended retail price of the watch in Hong Kong or otherwise complies with the pricing policy from time to time notified by the Group to Fortune Silver), and the Group shall reimburse Fortune Silver such selling commission paid by Fortune Silver. Under the Supplemental Agreement, the parties have agreed that, with retrospective effect from 1 February 2016, the Staff Selling Commission shall be revised as a fixed sum, either in cash or cash coupon, irrespective of the retail price of the watch sold. Save as disclosed above, all the existing major terms and conditions of the 2015 Hong Kong Distribution Agreement and the annual caps for the transactions contemplated under the 2015 Hong Kong Distribution Agreement for the three years ending 30 June 2018 as set out in the 2015 Announcement remain unchanged. REASONS FOR AND BENEFITS IN THE SUPPLEMENTAL AGREEMENT The Directors consider that the revised Staff Selling Commission under the Supplemental Agreement can provide better incentive to the salespersons of Fortune Silver which can in turn boost the overall sales amount of the Group s Balco watches to be sold in Hong Kong through Fortune Silver and bring additional revenue to the Group. The Directors (including the independent non-executive Directors) considered the terms of the Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Company and its shareholders as a whole. IMPLICATION UNDER THE LISTING RULES As Fortune Silver is owned as to 48% by Fine Jade International Limited, a direct wholly-owned subsidiary of Red Frame, which in turn is directly wholly owned by Mr. Michael Tung, Fortune Silver is a connected person of the Company. Therefore, the transactions contemplated under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. 2

3 Since the relevant applicable percentage ratios in respect of annual caps of the transactions contemplated under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement, aggregated with the transactions contemplated under (i) the 2015 Taiwan Distribution Agreement; (ii) the 2015 Hong Kong Tenancy Agreement; and (iii) the 2015 Zhengzhou Tenancy Agreement for each of the three years ending 30 June 2018 are expected to represent more than 0.1% but less than 5% of the applicable percentage ratios under the Listing Rules and are expected to exceed HK$3 million, the continuing connected transactions of the Company under the 2015 Hong Kong Distribution Agreement and the Supplemental Agreement and the annual caps will be subject to reporting, announcement and annual review requirements, but will be exempt from independent shareholders approval requirements pursuant to Chapter 14A of the Listing Rules. As Mr. Michael Tung had material interests in the Supplemental Agreement, he had abstained from voting on the relevant Board resolutions for approving the Supplemental Agreement and the transactions contemplated thereunder. INFORMATION OF FORTUNE SILVER AND THE GROUP Fortune Silver, a company incorporated in Hong Kong with limited liability, is principally engaged in the retail sales of different brands of watches at, and the operation of, a shop in Tsim Sha Tsui, Hong Kong. The Group is principally engaged in the manufacture of its Tian Wang watches, the retail sales of its Tian Wang and Balco watches, retail sales of other brands watches in the PRC, global distribution of certain owned and licensed international brands of watches, and the ancillary trading of watch movements business. TERMS USED IN THIS ANNOUNCEMENT In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: 2015 Announcement an announcement of the Company dated 29 June 2015 in relation to, among others, the 2015 Hong Kong Distribution Agreement, the 2015 Taiwan Distribution Agreement, the 2015 Hong Kong Tenancy Agreement and the 2015 Zhengzhou Tenancy Agreement and the transactions contemplated thereunder 2015 Hong Kong Distribution 2015 Hong Kong Tenancy a distribution agreement dated 29 June 2015 and entered into between Fortune Silver and Win Sun pursuant to which the Group agreed to sell its Tian Wang and Balco watches to Fortune Silver principally on consignment basis and, on wholesale basis for certain designated watches (details of which have been set out in the 2015 Announcement) a tenancy agreement dated 3 July 2012 entered into between Winning Asia Holdings Group Limited ( ) as lessor and Sky Sun Investments Limited ( ) as lessee in relation to the lease of a premises by the Group (details of which have been set out in the 2015 Announcement) 3

4 2015 Taiwan Distribution 2015 Zhengzhou Tenancy Board Company Director(s) Fortune Silver Group Hong Kong Listing Rules Mr. Michael Tung PRC Red Frame Staff Selling Commission Stock Exchange a distribution agreement dated 29 June 2015 and entered into between Time Watch Enterprise Company Limited ( ) and Win Sun pursuant to which the Group agreed to sell its Tian Wang and Balco watches on wholesale basis (details of which have been set out in the 2015 Announcement) a tenancy agreement dated 29 June 2015 entered into between Zhengzhou Hengdi Investment Company Limited ( ) as lessor and Tian Wang Electronics (Shenzhen) Co., Ltd.* (( ) (formerly known as Rui An Electronics (Shenzhen) Co., Ltd* ( )) as lessee in relation to the lease of a premises by the Group (details of which have been set out in the 2015 Announcement) the board of Directors Time Watch Investments Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange director(s) of the Company Fortune Silver Holdings Limited ( ), a company incorporated in Hong Kong with limited liability which is indirectly owned as to 48% by Fine Jade International Limited, a direct wholly-owned subsidiary of Red Frame the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Rules Governing the Listing of Securities on the Stock Exchange Mr. Tung Koon Ming, the chairman, chief executive officer of the Company, an executive Director and one of the controlling shareholders (within the meaning of the Listing Rules) of the Company the People s Republic of China Red Frame Group Limited, a company incorporated in the British Virgin Islands with limited liability, which is directly wholly-owned by Mr. Michael Tung the selling commission to be paid by Fortune Silver to its relevant handling salesperson and reimbursed by the Group in respect of each of the Group s watches sold by Fortune Silver under terms and conditions of the 2015 Hong Kong Distribution Agreement and as revised by the Supplemental Agreement The Stock Exchange of Hong Kong Limited 4

5 Supplemental Win Sun HK$ the supplemental agreement dated 26 February 2016 and entered into between Fortune Silver and Win Sun in relation to the revision of the Staff Selling Commission under the 2015 Hong Kong Distribution Agreement Win Sun International Limited ( ), a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company Hong Kong dollars, the lawful currency of Hong Kong % per cent. * The English translation of the Chinese name is for information only, and should not be regarded as the official English translation of such name Hong Kong, 26 February 2016 By the order of the Board Time Watch Investments Limited Tung Koon Ming Chairman and Executive Director As at the date of this announcement, the executive Directors are Mr. Tung Koon Ming, Mr. Hou Qinghai, Mr. Tung Wai Kit and Mr. Deng Guanglei; and the independent non-executive Directors are Mr. Ma Ching Nam, Mr. Wong Wing Keung Meyrick and Mr. Choi Ho Yan. 5