GBA Holdings Limited — Regulatory Filings 2017

Dec 6, 2017

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.

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(Incorporated in Bermuda with limited liability) (Stock Code: 00261)

CONTINUING CONNECTED TRANSACTIONS

As at the date of this announcement, Mr. Mak is a director of the Company and as such, he is a connected person of the Company under the Listing Rules. As at the date of this announcement, Mr. Mak holds approximately 52.37% of the existing total number of issued shares of CCT Fortis and as such CCT Fortis is an associate of Mr. Mak and is therefore a connected person of the Company under the Listing Rules. Transactions between the Group and the CCT Fortis Group constitute connected transactions for the Company under the Listing Rules.

As the Previous MIS Agreement will expire on 31 December 2017, the Company and CCT Fortis entered into the New MIS Agreement on 6 December 2017, to renew the terms and conditions of the MIS Transactions.

As the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transactions contemplated under the New MIS Agreement on an annual basis are more than 0.1% but less than 5% and the annual service fee is more than HK$3,000,000, the MIS Transactions are subject to the announcement, annual reporting and annual review requirements; and are exempted from the circular and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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BACKGROUND

Reference is made to the announcement of the Company dated 10 December 2014 in relation to the entering of the Previous MIS Agreement and the terms and conditions of the transactions contemplated under the Previous MIS Agreement which constitute continuing connected transactions for the Company under the Listing Rules.

As at the date of this announcement, Mr. Mak Shiu Tong, Clement (“ Mr. Mak ”) is a director of the Company, and as such, he is a connected person of the Company under the Listing Rules. As at the date of this announcement, Mr. Mak holds approximately 52.37% of the existing total number of issued shares of CCT Fortis and as such CCT Fortis is an associate of Mr. Mak and is therefore also a connected person of the Company under the Listing Rules. Transactions between the Group and the CCT Fortis Group constitute connected transactions for the Company under the Listing Rules.

The Previous MIS Agreement will expire on 31 December 2017. As the MIS Transactions will continue to be carried out in the usual and ordinary course of business of the Group, the New MIS Agreement was entered into between the Company and CCT Fortis on 6 December 2017, to renew the terms and conditions of the MIS Transactions.

Further information regarding the MIS Transactions is set out below.

MIS TRANSACTIONS

New MIS Agreement

Services provider: The Group

Services receiver: CCT Fortis Group

Subject: To provide or to procure members of the Group to provide general management information system support, network and software consultation and hardware maintenance services to the CCT Fortis Group

Date of agreement: 6 December 2017

Term: 1 January 2018 to 31 December 2020 (both dates inclusive)

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Early termination:

By either party at any time by giving six (6) months’ written notice in advance to the counter party or by mutual agreement in writing by both parties

Service fee:

HK$500,000 per month, with adjustment of up to 50% per annum. The service fee will be payable monthly in advance by the services receiver to the services provider in cash. The service fee was determined after arm’s length negotiations and with reference to the market prices and will be adjusted by mutual discussion and agreement if the cost incurred and the scale of services provided by the services provider deviates from the anticipated cost and scale of services

REASONS FOR THE MIS TRANSACTIONS

The Directors, including the independent non-executive Directors, consider that the MIS Transactions contemplated under the New MIS Agreement are on normal commercial terms and are entered into in the ordinary and usual course of business of the Group. The Directors also consider that it is beneficial to the Group to enter into the New MIS Agreement as this allows effective use of resources and enhancement of returns of the Group. The Directors, including the independent non-executive Directors, are of the view that the MIS Transactions and the terms and conditions thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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HISTORICAL FIGURES FOR THE MIS TRANSACTIONS

The historical figures for the Previous MIS Agreement for each of the two years ended 31 December 2016 and for the six months ended 30 June 2017 together with the comparison of the annual cap amounts for each of the three years ending 31 December 2017 are set out below:

Management information system service fees received by the Company from CCT Fortis under the Previous MIS Agreement:

	Actual amount	Previously approved
Financial period	incurred	annual cap amounts
	HK$ million	HK$ million
Year ended 31 December:
2015	6.0	10.0
2016	6.0	10.0
First half of 2017 (note)	3.0	10.0

Note : The historical figures for the first half of 2017 cover only the six months ended 30 June 2017 whereas the cap amounts for the 2017 cover the full year ended 31 December 2017.

NEW CAP AMOUNTS FOR THE MIS TRANSACTIONS

The New Cap Amounts for the MIS Transactions are determined by reference to the annual amounts under the New MIS Agreement plus potential increase (if any) in the management information system service fees as provided under the agreement. The New Cap Amounts for the MIS Transactions in respect of each of the three years ending 31 December 2020 are as follows:

	New Cap	Amount for each of the years	Amount for each of the years
Nature of transaction	2018	2019	2020
	HK$ million	HK$ million	HK$ million
Management information
system service fees
receivable by the
Company from CCT Fortis
under the New MIS
Agreement	10.0	10.0	10.0

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LISTING RULES IMPLICATIONS

As Mr. Mak is a director of the Company, he is a connected person of the Company under the Listing Rules. As at the date of this announcement, Mr. Mak holds approximately 52.37% of the existing total number of issued shares of CCT Fortis and as such CCT Fortis is an associate of Mr. Mak and is therefore also a connected person of the Company under the Listing Rules. Transactions between the Group and the CCT Fortis Group constitute connected transactions for the Company under the Listing Rules.

As the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transactions contemplated under the New MIS Agreement on an annual basis are more than 0.1% but less than 5% and the annual service fee is more than HK$3,000,000, the MIS Transactions are subject to the announcement, annual reporting and annual review requirements; and are exempted from the circular and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

GENERAL

As at the date of this announcement, the Company is the holding company of members of the Group, which is principally engaged in (i) the Products Trading Business; (ii) the Mainland Property Business; and (iii) the Finance Business.

As at the date of this announcement, the CCT Fortis Group is principally engaged in: (i) property development, trading and investment; (ii) securities business; (iii) Blackbird multi-faceted automotive business; (iv) Blackbird multi-media business; (v) the cultural entertainment businesses; (vi) manufacturing of plastic components and trading of child products; and (vii) the new business venture of investment in antique watches and clocks.

As Mr. Mak is a director of both the Company and CCT Fortis and he is a controlling shareholder of CCT Fortis, he is an associate of CCT Fortis. Mr. Mak is therefore deemed to have material interest in the New MIS Agreement. As such, Mr. Mak has to abstain and he had abstained from voting on the Board resolution of 6 December 2017 which approved the New MIS Agreement (the “ Board Approval Resolution ”). Save as aforesaid, none of the other Directors has any material interest in the New MIS Agreement. Therefore, none of the other Directors has to abstain from voting on the Board Approval Resolution. The other Directors’ votes which cast in favour of the Board Approval Resolution were permitted to be counted.

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DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context otherwise requires:

“associate”	has the same meaning as ascribed to it under the Listing
	Rules;
“Board”	the board of the Directors;
“CCT Fortis”	CCT Fortis Holdings Limited, a company incorporated in the
	Cayman Islands and continued in Bermuda with limited
	liability and whose shares are listed on the main board of the
	Stock Exchange;
“CCT Fortis Group”	CCT Fortis and its subsidiaries from time to time;
“Company”	CCT Land Holdings Limited, a company incorporated in
	Bermuda with limited liability and whose Shares are listed on
	the main board of the Stock Exchange;
“connected person”	has the same meaning as ascribed to it under the Listing
	Rules;
“Director(s)”	the director(s) of the Company from time to time;
“Finance Business”	the finance business currently engaged by the Group in the
	Mainland China;
“Group”	the Company and its subsidiaries from time to time;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Independent	Shareholders other than Mr. Mak and his associates and those
Shareholders”	who are involved in or interested in the MIS Transactions;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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“Mainland China” the mainland of the PRC;

“Mainland Property the development and sale of residential and commercial Business” properties in the Mainland China; “ MIS Transaction(s)” the continuing connected transactions contemplated under the New MIS Agreement, which will be entered into between the Company and CCT Fortis, pursuant to the terms and conditions of the New MIS Agreement;

“New Cap the new annual cap amount(s) for the MIS Transactions as set Amount(s)” out in the section headed “New Cap Amounts for the MIS Transactions” of this announcement;

• “New MIS the agreement dated 6 December 2017 entered into between Agreement” the Company and CCT Fortis in relation to the provision of general management information system support, network and software consultation and hardware maintenance services by the Group to the CCT Fortis Group;

• “PRC” The People’s Republic of China;

• “Previous MIS the agreement dated 10 December 2014 entered into between Agreement” the Company and CCT Fortis in relation to the provision of general management information system support, network and software consultation and hardware maintenance services by the Group to the CCT Fortis Group, details of which have been disclosed in the announcement of the Company dated 10 December 2014;

• “Products Trading (i) the business of development, design and trading of Business” indoor-used cordless and corded phones and accessories, walkie-talkies, and other consumer telecom and electronic products with independent third party customers; and (ii) the supply of the child products to the CCT Fortis Group;

• “Share(s)” the share(s) of HK$0.01 each in the share capital of the Company;

• “Shareholder(s)” the holder(s) of the Share(s);

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“Stock Exchange” The Stock Exchange of Hong Kong Limited; and

“%”

per cent.

By Order of the Board of CCT LAND HOLDINGS LIMITED Tam Ngai Hung, Terry Director

Hong Kong, 6 December 2017

As at the date of this announcement, the executive Directors are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry and Ms. Lai Mei Kwan; the non-executive Director is Mr. Tsui Wing Tak; and the independent non-executive Directors are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan, and Mr. Tam King Ching, Kenny.

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