BELLE INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 1880)

Transcription

1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. BELLE INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 1880) CONTINUING CONNECTED TRANSACTIONS - MASTER SALES AGREEMENT WITH FILA SUMMARY The Board announces that on 23 December 2007, Fila Marketing and Speed Benefit, subsidiaries of the Company, entered into the Master Sales Agreement with Fila Korea and Fila Sport, pursuant to which Fila Korea and Fila Sport have agreed to supply the Fila Products to the Group on a continuing basis. CONTINUING CONNECTED TRANSACTIONS As at the date of the Master Sales Agreement, Fila Luxembourg, a shareholder of Full Prospect, a non-wholly owned subsidiary of the Company, is interested in 15 class B convertible shares, representing 15% of the issued share capital of Full Prospect on a fully converted basis. Fila Korea is the ultimate holding company of Fila Luxembourg and Fila Sport is a subsidiary of Fila Korea. Therefore, Fila Korea, being a substantial shareholder of the Group, and Fila Sport, being an associate of the substantial shareholder of the Group, are connected persons of the Company within the meaning of the Listing Rules. As each of the applicable percentage ratios of the Master Sales Agreement is less than 2.5%, the entering into of the Master Sales Agreement is subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but is exempt from the independent shareholders approval requirements under the Listing Rules. 1

2 I. MAJOR TERMS OF THE MASTER SALES AGREEMENT Pursuant to Rule 14A.35 of the Listing Rules, on 23 December 2007, Fila Marketing, Speed Benefit, Fila Korea and Fila Sport entered into the Master Sales Agreement to govern the Sales Transactions. The term of the Master Sales Agreement commenced on 1 December 2007 and end on 30 November The prices of the Fila Products to be offered by the Supplier Group under the Master Sales Agreement shall be competitive, on normal commercial terms and determined by the relevant contracting parties on arm s length negotiation based on market prices and having regard to the quantity, specifications and/or other conditions of the Fila Products to be offered. The payment terms of the individual transactions will be determined by the relevant contracting parties at the time of entering into the transactions with reference to factors such as the relevant transaction amount, nature and specification requirement for the particular transaction. II. AGGREGATE ANNUAL VALUE The Group had not entered into any Sales Transaction with the Supplier Group prior to the commencement of the term of the Master Sales Agreement. The Directors estimate that the aggregate annual transaction amount of the Sales Transactions to be conducted pursuant to the Master Sales Agreement will not exceed HK$12 million, HK$35 million, HK$55 million and HK$70 million for each of the four financial years ending 31 December 2010 respectively. The annual caps were determined based on the expected annual growth rate of 30% to 50% in the amount of Sales Transactions, having regard to the following factors: (i) the estimated increase in sales amount and volume having regard to the existing retail outlets and new retail outlets which are offering the Fila Products to be opened by the Group according to the business plan of the Group; (ii) the estimated rise in average unit price of the Fila Products supplied by the Supplier Group; and (iii) the estimated growth in demand for the Fila Products in PRC and Hong Kong as a whole over the upcoming years. 2

3 III. DIRECTORS CONFIRMATION The Directors (including the independent non-executive Directors) confirm that the Sales Transactions entered or to be entered into pursuant to the Master Sales Agreement will be conducted in the ordinary course of business of the Group, on normal commercial terms, will be negotiated on an arm s length basis and will be fair and reasonable and in the interests of the shareholders of the Company as a whole. IV. REASONS FOR ENTERING INTO THE MASTER SALES AGREEMENT Since the Group s acquisition of the FILA trademarks that are used in connection with the FILA brand product lines in October 2007, the Group has commenced the business of wholesale distribution and retail sales of the Fila Products in the PRC, Hong Kong and Macau. Having considered the potential growth in demand of sports products due to the upcoming 2008 Olympic Games in Beijing, the Directors believe that it is crucial to maintain the stability in supply of high quality Fila Products. Fila Korea is the owner of the worldwide rights (except the PRC, Hong Kong and Macau) in the trademarks and other intellectual properties related to the FILA brand. Against this background and having regard to the recognized experience of the Supplier Group in the global wholesale and distribution of the Fila Products, the Directors believe that the Supplier Group will meet with the Group s increasing demand for the Fila Products. Therefore, the Directors consider the entering into of a long-term purchase agreement with the Supplier Group is of immense importance to the Group s distribution of the Fila Products in the PRC, Hong Kong and Macau. V. CONNECTED RELATIONSHIP As at the date of the Master Sales Agreement, Fila Luxembourg, a shareholder of Full Prospect, a non-wholly owned subsidiary of the Company, is interested in 15 class B convertible shares, representing 15% of the issued share capital of Full Prospect on a fully converted basis. Fila Korea is the ultimate holding company of Fila Luxembourg and Fila Sport is a subsidiary of Fila Korea. Therefore, Fila Korea, being a substantial shareholder of the Group, and Fila Sport, being an associate of the substantial shareholder of the Group, are connected persons of the Company within the meaning of the Listing Rules. 3

4 VI. LISTING RULES IMPLICATIONS As each of the applicable percentage ratios of the Master Sales Agreement is less than 2.5%, the entering into of the Master Sales Agreement is subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but is exempt from the independent shareholders approval requirements under the Listing Rules. VII.GENERAL The Group is principally engaged in the manufacturing, distribution and sale of ladies footwear, and distribution and sale of sportswear and apparel in the PRC, Hong Kong, Macau and the United States of America. Fila Korea is the owner and holder of the worldwide rights (except the PRC, Hong Kong and Macau) in the trademarks and other intellectual properties related to the FILA brand. Fila Korea and its affiliates (including Fila Sport) and their licensees are engaged in the design, manufacturing, marketing and distribution of a wide range of FILA branded products on a global basis. VIII.DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: affiliate associate(s) of a person or entity (the Subject Person ) means any other person or entity directly or indirectly controlling, controlled by or under common control with the Subject Person, where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and includes (i) ownership directly or indirectly of fifty percent (50%) or more of the shares in issue or other equity interests of such person or entity, (ii) possession directly or indirectly of fifty percent (50%) or more of the voting power of such person or entity or (iii) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such person or entity; has the meaning ascribed to it under the Listing Rules; 4

5 Board the board of Directors; Company Belle International Holdings Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Stock Exchange; connected person(s) Directors Fila Korea Fila Luxembourg Fila Marketing Fila Products Fila Sport as such term is defined under the Listing Rules; the directors of the Company; Fila Korea Limited, a company incorporated in Korea, the ultimate holding company of Fila Luxembourg; Fila Luxembourg S.a.r.l, a limited liability company incorporated in Luxembourg, a shareholder of Full Prospect; Fila Marketing (Hong Kong) Limited, a limited liability company incorporated in Hong Kong, a wholly-owned subsidiary of the Company; ladies and men s footwear products, sports/ lifestyle apparel, bags and accessories manufactured by the Supplier Group, and other ancillary products in relation thereto offered by the Supplier Group from time to time; Fila Sport Limited, a company incorporated in Hong Kong, a wholly-owned subsidiary of Fila Korea; Full Prospect Full Prospect Limited, a limited liability company incorporated in the Cayman Islands, a wholly-owned subsidiary of the Company owned as to 85% by the Company and 15% by Fila Luxembourg on a fully converted basis; Group HK$ Hong Kong Listing Rules the Company and its subsidiaries; Hong Kong dollars, the lawful currency of Hong Kong; Hong Kong Special Administrative Region of the PRC; the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; 5

6 Master Sales Agreement PRC Sales Transactions Speed Benefit Stock Exchange subsidiary Supplier Group the master sales agreement made between Fila Marketing, Speed Benefit, Fila Korea and Fila Sport for supply of Fila Products by the Supplier Group to the Group on a continuing basis; the People s Republic of China, which for the purposes of this announcement, shall not include Hong Kong, Macau and Taiwan; the sales of the Fila Products from time to time by the Supplier Group to the Group; Speed Benefit Limited, a company incorporated in Hong Kong, a wholly-owned subsidiary of Full Prospect; The Stock Exchange of Hong Kong Limited; has the meaning ascribed to it under the Listing Rules; Fila Korea and Fila Sport and their affiliates. By order of the Board Belle International Holdings Limited Tang Yiu Chairman Hong Kong, 23 December 2007 Our directors are Mr Tang Yiu, Mr Sheng Baijiao, Mr Yu Mingfang and Ms Tang Ming Wai as executive Directors, Mr Gao Yu and Ms Hu Xiaoling as non-executive Directors, and Mr Ho Kwok Wah, George, Mr Chan Yu Ling, Abraham and Dr Xue Qiuzhi as independent non-executive Directors. 6