As disclosed in the Company's announcement dated December 27, 2023, the Company and (Las Vegas Sands Corp.)LVS entered into the Shared Services Agreement in respect of the provision of certain products and services by the (Las Vegas Sands Corp.)LVS Group to the Group or by the Group to the Group to the Group for a term of one year which commenced on January 1, 2024 and ended on December 31, 2024. The Shared Services Agreement has been renewed from time to time and its current term will expire on December 31, 2025. Certain service arrangements with members of the (Las Vegas Sands Corp.)LVS Group will be assimilated to the Shared Services Agreement by means of an implementation agreement.
It is also envisaged that from time to time, and as required, an implementation agreement for a particular type of product or service will be entered into between the LVS Group and members of the Group under which the (Las Vegas Sands Corp.) LVS Group provides the relevant products or services to the Group and vice versa. The term of any implementation agreement shall not exceed the current term of the Shared Services Agreement. On December 24, 2025, the Company and LVS enter into the 2026 Shared Services Renewal Agreement to renew the term of the Shared Services Agreement for a term of three years commencing on January 1, 2026 and ending on December 31, 2028.
As LVS is a controlling shareholder of the Company and hence a connected person of the Company under the Listing Rules, the transactions under the Shared Services Agreement (as renewed pursuant to the 2026 Shared Services RenewAL Agreement) constitute continuing connected transactions of the Company subject to Chapter 14A of the Listing Rules. The Shared Services Agreement (as renewed prior to the 2026 Shared Services renewal) is in respect of the provision of Certain products and services by the L VS Group to the Group or by The Group to the Group, including (1) Marketing Services; Pursuant to the 2026 Shared Services Agreement, the annual caps set for the Marketing Services to be provided by the LVS Group to The Group for each of the three years ending December 31, 2028 are USD 12.1 million, USD 13.1 million, and USD 14.2 million respectively. The annual caps for the Marketing Services to be provide by the LVS Group to, among others, (a) the historical fees related to the Marketing Services and similar marketing services under the 2021 Shared Services Agreement and the Marketing Services, 8.7, 8.2, 7.0, (for the nine months ended September 30, 2025), Annual cap, 12.9, 12.4, (for the year ending December 31, 2025).
As the annual caps for Marketing Services to be provided by The LVS Group to the Group for each of the three year ended December 31, 2028 are greater than or equal to 0.1% of at least one of the relevant percentage ratios but less than 5% of each of the relevant percentage ratios, the Company is required to comply with the reporting, announcement and annual review requirements but is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listed Rules in respect of continuing connected transactions. Under the Shared Services Agreement (as renewal pursuant to the 2026 Shared services Renewal Agreement), the LVS Group agreed to provide to the Group transportation and all related services in connection with the use of all forms of transportation (including but not limited to automobiles, vessels, trains, and aircraft) owned by or available to the LVS Group.
