(Incorporated in the Cayman Islands with limited liability) (Stock Code: 886)

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 liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 886) CONTINUING CONNECTED TRANSACTIONS BONDED WAREHOUSE LOGISTICS SERVICES FRAMEWORK AGREEMENT The Board announces that on 4 October 2013, Silver Base International (a whollyowned subsidiary of the Company) entered into the Framework Agreement with Zhuhai Jianlong, pursuant to which Zhuhai Jianlong will provide warehousing, logistics and related services to the Group for a term of three years commencing retrospectively from 1 April 2013 to 31 March 2016 (both dates inclusive). Zhuhai Jianlong is owned as to 56% by Ms. Su. Since Ms. Su is the sister-in-law of Mr. Liang Guoxing (being the controlling shareholder, the chairman and an executive Director of the Company), Zhuhai Jianlong is therefore a connected person of the Company under Rule 14A.11(4)(c)(ii) of the Listing Rules and the transactions contemplated under the Framework Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Based on the Annual Caps, the estimated annual transaction amount payable under the Framework Agreement is expected to be more than 0.1% but less than 5% of the applicable percentage ratios (as defined in Rule of the Listing Rules). Therefore, the transactions contemplated under the Framework Agreement will be subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders approval requirement under Chapter 14A the Listing Rules. INTRODUCTION The Board announces that on 4 October 2013, Silver Base International (a whollyowned subsidiary of the Company) entered into the Framework Agreement with Zhuhai Jianlong, pursuant to which Zhuhai Jianlong will provide warehousing, logistics and related services to the Group for a term of three years commencing retrospectively from 1 April 2013 to 31 March 2016 (both dates inclusive). 1

2 FRAMEWORK AGREEMENT A summary of major terms and conditions of the Framework Agreement is as follows: Date: 4 October 2013 Parties: (1) Zhuhai Jianlong, a connected person and owner of the Designated Warehouse (2) Silver Base International, a wholly-owned subsidiary of the Company Scope of services: Term: Zhuhai Jianlong will provide warehousing facilities in the Designated Warehouses for storage of the products of the Group, logistics services (e.g. transportation of the Group s products between the Designated Warehouses to the ports) and related services (e.g. PRC custom clearance) to Silver Base International and other members of the Group Three years commencing retrospectively from 1 April 2013 to 31 March 2016 (both dates inclusive) The terms and conditions of the related warehousing, logistics and related services shall be on normal commercial terms and shall be negotiated by the relevant member of the Group and Zhuhai Jianlong with reference to the prevailing service charges, and terms and conditions offered to Zhuhai Jianlong to independent third parties provided that the service fee and the terms and conditions shall be no less favourable to the Group than those available to other independent third parties. ANNUAL CAPS The Group began using the warehousing facility, logistics and related services of Zhuhai Jianlong in March From 1 April 2013 to 30 September 2013, the aggregated service fee paid or payable by the Group to Zhuhai Jianlong amounted to approximately HK$747,000. Given that the amount involved was below 0.1% of each of the applicable percentage ratios (as defined in Rule of the Listing Rules), such transactions constituted exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Directors expect that the aggregate annual service fees payable under the Framework Agreement for the three years ending 31 March 2014, 2015 and 2016 will not exceed HK$3,000,000, HK$3,000,000 and HK$3,000,000 respectively. In determining the Annual Caps for the three years ending 31 March 2014, 2015 and 2016, the Directors have taken into account (i) the historical transaction amounts of approximately HK$747,000 for the period from 1 April 2013 to 30 September 2013; (ii) the expected increase in service fee; and (iii) the anticipated use of such services by the Group. 2

3 REASONS FOR AND BENEFITS OF THE FRAMEWORK AGREEMENT The Group is principally engaged in the distribution of the liquor products in the PRC and overseas. Hong Kong is a logistics hub for distribution of the Group s liquor products to overseas markets. The Group s liquor products exported from Hong Kong are normally temporarily stored in bonded warehouses in Hong Kong pending re-export to other overseas markets. The supply of bonded warehouses in Hong Kong is, however, limited and the cost of similar services provided by Zhuhai Jianlong is relatively lower. The Group began using Zhuhai Jianlong s warehousing facilities at the bonded warehouse in Doumen, Zhuhai City, Guangdong Province, the PRC in March The bonded warehouse of Zhuhai Jianlong in Doumen, Zhuhai City provides comparable warehousing facilities at a competitive price. As a part of the Group s inventory management, the Group may keep its liquor products in the bonded warehouse of Zhuhai Jianlong for temporary storage from time to time. The Group s liquor products stored in bonded warehouse of Zhuhai Jianlong in the PRC will be transported back to Hong Kong for re-export to other overseas markets and will not be sold in the PRC market. Since the supply of bonded warehouses in Hong Kong is limited, for the ease of management and to save cost, the Group intends to continue to use the Designated Warehouses and the logistics and related services of Zhuhai Jianlong in the future. The Framework Agreement will enable Silver Base International and other members of the Group to occupy and use the Designated Warehouses, receive related logistic services and will regulate the existing and future agreements between the Group and Zhuhai Jianlong under a common framework agreement. The terms and conditions of the Framework Agreement have been negotiated on an arm s length basis between Silver Base International and Zhuhai Jianlong and are on normal commercial terms. The Directors, including the independent non-executive Directors, consider that the Framework Agreement is in line with the commercial objectives of the Group and was entered into in the ordinary and usual course of the business of the Group and on normal commercial terms which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Mr. Liang Guoxing (being the controlling shareholder, the chairman and an executive Director of the Company) has abstained from voting on the resolution of the Board approving the transaction contemplated under the Framework Agreement, including the Annual Caps. Save as disclosed above, no other Directors have any material interest in the transactions contemplated under the Framework Agreement. INFORMATION ABOUT THE COMPANY The Company is an investment holding company and the Group is principally engaged in the distribution of the Wuliangye Liquor Series, Yongfu Jiangjiu, Moutai, National Cellar 1573, Shanxi Xinghuacun Fen Wine Series, Guizhou Yaxi Baijiu Series, Guo Bao Daquanyuan with 52% alcohol content, other liquor products and Chinese cigarettes. 3

4 INFORMATION ABOUT ZHUHAI JIANLONG Zhuhai Jianlong is a warehouse storage and logistic services company incorporated in the PRC. Its principal business activities are holding and management of warehouses. REQUIREMENTS OF THE LISTING RULES Zhuhai Jianlong is owned as to 56% by Ms. Su. Since Ms. Su is the sister-in-law of Mr. Liang Guoxing (being the controlling shareholder, the chairman and an executive Director of the Company), Zhuhai Jianlong is therefore a connected person of the Company under Rule 14A.11(4)(c)(ii) of the Listing Rules and the transactions contemplated under the Framework Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Based on the Annual Caps, the estimated annual transaction amount payable under the Framework Agreement is expected to be more than 0.1% but less than 5% of the applicable percentage ratios (as defined in Rule of the Listing Rules). Therefore, the transactions contemplated under the Framework Agreement will be subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders approval requirement under Chapter 14A the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the meanings set out below: Annual Caps associate(s) Board Company connected persons Designated Warehouse(s) the maximum aggregate annual amount payable to Zhuhai Jianlong pursuant to the Framework Agreement has the meaning ascribed to this term under the Listing Rules the board of Directors Silver Base Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the bonded warehouse at Doumen, Zhuhai City, Guangdong Province, the PRC and other warehouses from time to time owned and operated by Zhuhai Jianlong 4

5 Directors Framework Agreement Group HK$ Hong Kong Ms. Su Listing Rules PRC Share(s) Shareholder(s) Silver Base International Stock Exchange the directors of the Company the bonded warehouse logistics services framework agreement ( 保稅倉物流倉儲服務框架協議 ) dated 4 October 2013 entered into between Silver Base International and Zhuhai Jianlong, pursuant to which Zhuhai Jianlong will provide warehousing, logistics and related services to the Group for a term of three years commencing retrospectively from 1 April 2013 to 31 March 2016 (both dates inclusive) the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC Ms. Su Yeqing, sister-in-law of Mr. Liang Guoxing, the controlling shareholder, the chairman and an executive Director of the Company the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, which for the purpose of this announcement only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan the ordinary share(s) of HK$0.1 each in the capital of the Company the holder(s) of the Share(s) Silver Base International Development Co. Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company The Stock Exchange of Hong Kong Limited 5

6 Zhuhai Jianlong 珠海市斗門新青建龍高新科技產業保稅倉有限公司 (Zhuhai Doumen Xinqing Jianlong High New Technology Industry Bonded Warehouse Limited*), a company incorporated in the PRC with limited liability % per cent. By Order of the Board Silver Base Group Holdings Limited Liang Guoxing Chairman Hong Kong, 4 October 2013 As at the date of this announcement, the Board comprises Mr. Liang Guoxing (Chairman), Mr. Wang Jindong and Ms. Cheung Mei Sze as executive Directors; Mr. Wu Jie Si, Mr. Chen Sing Hung Johnny and Mr. Joseph Marian Laurence Ozorio as non-executive Directors; and Mr. Hung Sui Kwan, Mr. Ma Lishan and Mr. Zhang Min as independent non-executive Directors. * denotes a translation of a Chinese name and/or English name only 6