Harbour Centre Development Limited — Capital/Financing Update 2013

Nov 26, 2013

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.

==> picture [59 x 60] intentionally omitted <==

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

(Incorporated in the Cayman Islands with limited liability) Website : http://www.fecil.com.hk

(Stock Code: 35)

CONTINUING CONNECTED TRANSACTIONS HOTEL MANAGEMENT CONTRACTS

The Board is pleased to announce that on 26 November 2013, Subang Jaya, an indirect wholly-owned subsidiary of Dorsett has entered into Transactions in the form of hotel management contracts with (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal, to manage the hotels owned by the respective parties in Malaysia.

The Company is the controlling shareholder of Dorsett. Each of (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal is an Associate of Tan Sri Dato’ David CHIU, who is an executive Director, Chairman and controlling shareholder of the Company. Hence, each of these entities is deemed to be a Connected Person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.25 of the Listing Rules, for the purpose of calculating the applicable percentage ratios, the Transactions are aggregated as they are of similar nature and are entered into with parties connected or associated with one another. Given that the aggregate estimated Annual Cap of Fees receivable by the Group from the Transactions represents more than HK$1.0 million and more than 0.1% but less than 5% for at least one of the applicable percentage ratios of the Company, the Transactions are subject to reporting, announcement and annual review requirements but exempt from independent shareholders’ approval under Chapter 14A of the Listing Rules. In addition to the above, the Company’s wholly owned subsidiary, Fortune Plus, also entered into a hotel management contract with Subang Jaya on the same date.

— 1 —

A. Transactions

Pursuant to the Deed of Non-competition Undertaking, the Company and Tan Sri Dato’ David CHIU together with their respective Associates have respectively offered to Dorsett first rights of refusal to manage certain hotels in Malaysia. The independent non-executive directors of Dorsett, after considering the terms and conditions of the hotel management contracts which were arrived at after arms’ length negotiations between Subang Jaya and the respective parties, have decided to accept such offers.

The Board is pleased to announce that on 26 November 2013, Subang Jaya, an indirect wholly-owned subsidiary of Dorsett has entered into Transactions in the form of hotel management contracts with (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal, to manage the hotels owned by the respective parties in Malaysia.

Major terms and conditions of the hotel management contracts are set out as follows:

Hotel management contract with Mayland Century

Date: 26 November 2013

Parties: (i) Subang Jaya, an indirect wholly-owned subsidiary of Dorsett

• (ii) Mayland Century, an Associate of Tan Sri Dato’ David CHIU

Term: Three years commencing from the date of the hotel opening and ending on its third anniversary. Subang Jaya has the right to renew the hotel management contract for another consecutive three years provided that the entire term of the hotel management contract as renewed shall not be more than 15 years. The Company will comply with the relevant requirements under the Listing Rules if the hotel management contract is renewed.

Hotel Address: Lot 38023, Batu 6, Jalan Cheras, Mukim Petaling Jaya, Kuala Lumpur, Malaysia Target Opening Date: 28 February 2014

— 2 —

Mayland Century is the owner and developer of the Cheras Central project in Cheras, Kuala Lumpur, Malaysia. This is a mixed development project comprises a shopping mall and a hotel. Development of this hotel is specifically exempted by the Deed of Non-competition Undertaking as a permitted mixed development. Mayland Century can develop the hotel but shall offer to Dorsett a first right of refusal to manage the hotel.

The hotel management contract was entered into for Subang Jaya to manage about 319 hotel rooms owned by Mayland Century located at Lot 38023, Batu 6, Jalan Cheras, Mukim Petaling Jaya, Kuala Lumpur, Malaysia. The hotel is expected to be branded and operated as a Dorsett Cheras, Kuala Lumpur hotel.

Hotel management contract with Mayland Avenue

Date: 26 November 2013 Parties: (i) Subang Jaya, an indirect wholly-owned subsidiary of Dorsett

• (ii) Mayland Avenue, an Associate of Tan Sri Dato’ David CHIU

Term: Three years commencing from the date of the hotel opening and ending on its third anniversary. Subang Jaya has the right to renew the hotel management contract for another consecutive three years provided that the entire term of the hotel management contract as renewed shall not be more than 15 years. The Company will comply with the relevant requirements under the Listing Rules if the hotel management contract is renewed.

Hotel Address: No. 1 Jalan Tun Abdul Razak, Presint 3, 62100 Putrajaya, Malaysia

Target Opening Date: 31 October 2014

Mayland Avenue commenced the mixed development project which originally comprised retail and office buildings in Putrajaya, Malaysia in the year 2012. Mayland Avenue subsequently received an approval for the change of development plan to include a hotel. The change of use of a building for conversion into hotel is exempted by the Deed of Non-competition Undertaking but Mayland Avenue shall offer to Dorsett a first right of refusal to manage the hotel.

— 3 —

The hotel management contract was entered into for Subang Jaya to manage about 218 hotel rooms owned by Mayland Avenue located at No. 1 Jalan Tun Abdul Razak, Presint 3, 62100 Putrajaya, Malaysia. The hotel is expected to be branded and operated as a Dorsett Putrajaya hotel.

Hotel management contract with Mayland Universal

Date: 26 November 2013 Parties: (i) Subang Jaya, an indirect wholly-owned subsidiary of Dorsett (ii) Mayland Universal, an Associate of Tan Sri Dato’ David CHIU Term: Three years commencing from the date of the hotel opening and ending on its third anniversary. Subang Jaya has the right to renew the hotel management contract for another consecutive three years provided that the entire term of the hotel management contract as renewed shall not be more than 15 years. The Company will comply with the relevant requirements under the Listing Rules if the hotel management contract is renewed.

Hotel Address: Lot 48624, Sri Hartamas, Mukim Kuala Lumpur, Bandaraya Kuala Lumpur, Wilayah Persekutuan, Malaysia Target Opening Date: 31 October 2015

Mayland Universal is the owner and developer of the Plaza Damas 3 project in Sri Hartamas, Kuala Lumpur, Malaysia. This is a mixed development project comprises apartments and a hotel. Development of this hotel is specifically exempted by the Deed of Non-competition Undertaking as a permitted mixed development. Mayland Universal can develop the hotel but shall offer to Dorsett a first right of refusal to manage the hotel.

The hotel management contract was entered into for Subang Jaya to manage up to 371 hotel rooms owned by Mayland Universal located at Lot 48624, Sri Hartamas, Mukim Kuala Lumpur, Bandaraya Kuala Lumpur, Wilayah Persekutuan, Malaysia. The hotel is expected to be branded and operated as a Dorsett Hartamas, Kuala Lumpur hotel.

— 4 —

In addition to the Transactions, the Company’s wholly owned subsidiary, Fortune Plus, also entered into a hotel management contract with Subang Jaya of Dorsett Group. As Dorsett and Fortune Plus are subsidiaries of the Company, the transaction does not constitute connected transaction under the Listing Rules from the Company’s perspective. The following set out the details of the planned hotel.

Hotel management contract with Fortune Plus

Date: 26 November 2013 Parties: (i) Subang Jaya, an indirect wholly-owned subsidiary of Dorsett (ii) Fortune Plus, an indirect wholly-owned subsidiary of the Company Term: Three years commencing from the date of the hotel opening and ending on its third anniversary. Subang Jaya has the right to renew the hotel management contract for another consecutive three years provided that the entire term of the hotel management contract as renewed shall not be more than 15 years.

Hotel Address: Jalan Jati, Off Jalan Imbi, 55100, Kuala Lumpur, Malaysia

Target Opening Date: 31 December 2015

Fortune Plus will convert a serviced apartment building previously known as Sri Jati Service Apartments in Kuala Lumpur, the capital city of Malaysia, to a boutique hotel. The change of use of a building for conversion into hotel is exempted by the Deed of Non-competition Undertaking but subject to Dorsett Group’s first right of refusal to manage the hotel. The offer was granted by the Company and accepted by Dorsett Group.

The hotel management contract was entered into for Subang Jaya to manage 154 hotel rooms owned by Fortune Plus located at Jalan Jati, Off Jalan Imbi, 55100, Kuala Lumpur, Malaysia. The hotel is expected to be operated as a d. collection hotel.

— 5 —

Fees

The annual Fees receivable by Subang Jaya pursuant to the terms and conditions of the above hotel management contracts comprise:

• Base management fees - 1.5% on the annual adjusted gross revenues of the hotels

• Incentive fees - 6% on the annual gross operating profit of the hotels

B. Annual Caps of the Transactions

Pursuant to the terms and conditions of the hotel management contracts of the Transactions, after taking into account of the target opening date, market conditions, possible inflation and reasonable buffer, the Board expects the annual aggregate Fees for the Transactions for each of the following financial years will not exceed the following respective Annual Caps:

Financial year ending

						Annual
			Mayland	Mayland	Mayland	Caps
			Century	Avenue	Universal	(HK$)
31	March	2014	200,000	—	—	200,000
31	March	2015	800,000	600,000	—	1,400,000
31	March	2016	1,300,000	1,200,000	900,000	3,400,000
31	March	2017_Note_	1,500,000	1,500,000	1,500,000	4,500,000

Note: For the entire financial year assuming the renewal of the management contracts with Subang Jaya

C. Information on the Group and Subang Jaya

The principal activities of the Group comprise property development and investment, hotel operation, car park operation and treasury management. The principal activities of Subang Jaya are the provision of hotel management and consultancy services.

— 6 —

D. Information on (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal

Each of (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal is an Associate of Tan Sri Dato’ David CHIU with principal activities in property development and investment.

E. Reasons for and benefits of the Transactions

In line with the Group’s strategy to expand the management model of its business operation through Dorsett, the entering into the Transactions is beneficial to and in the ordinary and usual course of business of the Group. The Directors (including all the independent non-executive Directors) consider that the Transactions are on normal commercial terms, which are fair and reasonable and in the interests of the Company and its shareholders as a whole.

F. Listing Rules Implications

The Company is the controlling shareholder of Dorsett which in turn wholly owns Subang Jaya. Each of (i) Mayland Century, (ii) Mayland Avenue and (iii) Mayland Universal is an Associate of Tan Sri Dato’ David CHIU, who is an executive Director, Chairman and the controlling shareholder of the Company. Hence, each of these entities is deemed to be a Connected Person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.25 of the Listing Rules, for the purpose of calculating the applicable percentage ratios, the Transactions are aggregated as they are of similar nature and are entered into with parties connected or associated with one another. Given that the aggregate estimated Annual Cap of Fees receivable by the Group under the Transactions represents more than HK$1.0 million and more than 0.1% but less than 5% for at least one of the applicable percentage ratios of the Company, the Transactions are subject to reporting, announcement and annual review requirements but exempt from independent shareholders’ approval under Chapter 14A of the Listing Rules.

Save for Tan Sri Dato’ David CHIU, none of the Directors has any material interest in the Transactions. Tan Sri Dato’ David CHIU is required to abstain and have abstained from voting on the board resolutions for approving the Transactions.

— 7 —

The Company will comply with its continuing obligations under Rules 14A.37 to Rules 14A.41 of the Listing Rules and will re-comply with the relevant Listing Rules if the Annual Caps of the Transactions are exceeded, when the hotel management contract(s) of the Transactions is/are renewed and/or when there is a material change to their terms.

Details of the hotel management contracts and the actual amount of the annual Fees of the Transactions will be disclosed in the future annual reports and financial statements of the Company in accordance with the Listing Rules.

DEFINITIONS

In this announcement, the following terms have the same meanings as set out below:

• “Annual Cap(s)” the expected maximum annual aggregate amount(s) of the Fees of the Transactions for a specific financial year(s);

• “Associate(s)” has the meaning ascribed to it in the Listing Rule; “Board” the board of Directors;

• “Chairman” chairman of the Board;

• “Company” Far East Consortium International Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange;

• “Connected Person(s)” has the meaning ascribed to it in the Listing Rules;

• “Deed of a deed dated 10 September 2010 entered into between Non-competition the Company, Tan Sri Dato’ David CHIU and Dorsett Undertaking” whereby the Company and Tan Sri Dato’ David CHIU agreed, inter alia, to grant the first right of refusal for Dorsett to manage their hotel properties and undertook not to compete either directly or indirectly with the hotel business of Dorsett Group;

• “Directors” the directors of the Company;

— 8 —

“Dorsett”

• Dorsett Hospitality International Limited, a company incorporated in the Cayman Islands, and the shares of which are listed on the Main Board of the Stock Exchange which is indirectly held as to approximately 73.91% by the Company and is therefore a subsidiary of the Company;

• “Dorsett Group”

• Dorsett and its subsidiaries

• “Fees”

• The annual income receivable by Subang Jaya pursuant to the terms and conditions of the hotel management contracts;

• “Fortune Plus” Fortune Plus (M) Sdn Bhd, a company incorporated in Malaysia and a wholly-owned subsidiary of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Mayland Avenue” Mayland Avenue Sdn Bhd, a company incorporated in Malaysia and an Associate of Tan Sri Dato’ David CHIU;

• “Mayland Century” Mayland Century Sdn Bhd, a company incorporated in Malaysia and an Associate of Tan Sri Dato’ David CHIU;

• “Mayland Universal” Mayland Universal Sdn Bhd, a company incorporated in Malaysia and an Associate of Tan Sri Dato’ David CHIU;

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

• “Subang Jaya” Subang Jaya Hotel Development Sdn_Bhd, a company incorporated in Malaysia and a wholly-owned subsidiary of Dorsett;

• “subsidiary” has the same meaning ascribed to it in the Listing Rules; and

— 9 —

“Transactions”

hotel management contracts dated 26 November 2013 entered into between Subang Jaya and each of Mayland Century, Mayland Avenue and Mayland Universal.

By order of the Board of Far East Consortium International Limited Boswell Wai Hung CHEUNG Chief Financial Officer and Company Secretary

Hong Kong, 26 November 2013

As at the date of this announcement, the Board comprises five executive directors, namely Tan Sri Dato’ David CHIU, Mr. Cheong Thard HOONG, Mr. Chi Hing CHAN, Mr. Dennis CHIU and Mr. Craig Grenfell WILLIAMS; one non-executive director, Mr. Daniel Tat Jung CHIU; and three independent non-executive directors, namely Mr. Kwok Wai CHAN, Mr. Peter Man Kong WONG and Mr. Kwong Siu LAM.

This announcement was originally prepared in English and was subsequently translated into Chinese. In the event of any inconsistency between the English text and Chinese text, the English text shall prevail.

— 10 —