A-Living Smart City Services Co., Ltd.

3319

CNE100002RY5

Real Estate Services

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-04-16 am EDT			5-day change	1st Jan Change
2.62 ^HKD	-3.68%		-12.96%	-26.82%

Mar. 26	A-Living Smart City Services' Profit Falls 75% on Marginal Increase in Revenue	MT
Mar. 25	A-Living Smart City Services Co., Ltd. Proposes Ordinary Final Dividend for the Year Ended 31 December 2023, Payable on 12 July 2024	CI

A Living Services : CONTINUING CONNECTED TRANSACTIONS - REVISION OF ANNUAL CAP AND RENEWAL OF FRAMEWORK AGREEMENTS DUE TO EXPIRE IN 2020 AND CLOSURE OF REGISTER OF MEMBERS FOR THE 2020 FOURTH EXTRAORDINARY GENERAL MEETING

September 23, 2020 at 08:00 am EDT

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.

A-LIVING SERVICES CO., LTD. *

雅居樂雅生活服務股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3319)

CONTINUING CONNECTED TRANSACTIONS REVISION OF ANNUAL CAP AND

RENEWAL OF FRAMEWORK AGREEMENTS DUE TO EXPIRE IN 2020

AND

CLOSURE OF REGISTER OF MEMBERS FOR

THE 2020 FOURTH EXTRAORDINARY GENERAL MEETING

REVISION OF ANNUAL CAP AND RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

The Board announces that on 23 September 2020 (after trading hours), the Company has entered into the Supplemental Property Management Services Agreement to revise the existing annual cap for the year ending 31 December 2020 in respect of the transactions contemplated under the Existing Property Management Services Framework Agreement and the following 2021 Framework Agreements:

2021 Property Management Services Framework Agreement;
2021 Property Agency Services Framework Agreement;
2021 Framework Referral Agreement;
2021 Property Lease Framework Agreement;
2021 Turnkey Furnishing Services Framework Agreement;
2021 Advertising and Public Relations Services Framework Agreement;
2021 Pre-delivery Inspection Services Framework Agreement;
2021 Technology Services Framework Agreement; and
2021 Consultation Services Framework Agreement,

to renew the transactions contemplated under the corresponding previous framework agreements.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Agile Holdings is the controlling shareholder of the Company, holding approximately 54% of the issued share capital of the Company. Accordingly, the transactions contemplated under the Supplemental Property Management Services Agreement and each of the 2021 Framework Agreements entered into with Agile Holdings constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for its continuing connected transactions, the Company will be required to re- comply with the announcement and shareholders' approval requirements.

As one or more of the applicable percentage ratios (excluding the profit ratio) as defined in Rule 14.07 of the Listing Rules for the annual caps contemplated under each of the (i) Supplemental Property Management Services Agreement; (ii) 2021 Property Management Services Framework Agreement; (iii) 2021 Property Agency Services Framework Agreement; and (iv) 2021 Framework Referral Agreement exceed 5%, the continuing connected transactions contemplated thereunder are subject to the reporting, announcement, Independent Shareholders' approval and annual review requirements in accordance with Chapter 14A of the Listing Rules.

2021 Pre-delivery Inspection Services Framework Agreement; (v) 2021 Technology Services Framework Agreement; and (vi) 2021 Consultation Services Framework Agreement exceed 0.1% but all of which are less than 5%, the continuing connected transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the Independent Shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules.

EXTRAORDINARY GENERAL MEETING

The (i) Supplemental Property Management Services Agreement; (ii) 2021 Property Management Services Framework Agreement; (iii) 2021 Property Agency Services Framework Agreement; and (iv) 2021 Framework Referral Agreement and the transactions respectively contemplated thereunder are subject to the approval by the Independent Shareholders by way of ordinary resolution at the EGM.

The EGM is scheduled to be held on Monday, 9 November 2020 and the notice of the EGM will be published and dispatched to the Shareholders accordingly.

The Company has established the Independent Board Committee comprising all three independent non-executive Directors to advise the Independent Shareholders as to whether the continuing connected transactions under the (i) Supplemental Property Management Services Agreement; (ii) 2021 Property Management Services Framework Agreement; (iii) 2021 Property Agency Services Framework Agreement; and (iv) 2021 Framework Referral Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms, and are entered into in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the Independent Financial Adviser. Rainbow Capital (HK) Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters.

a letter from the Independent Financial Adviser containing its advice in connection with the aforesaid; and (iv) a notice of the EGM together with the proxy form, will be despatched to the Shareholders on or before 22 October 2020 as additional time is required to prepare and finalise the circular.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 9 October 2020 to Monday, 9 November 2020, both days inclusive, during which period no transfer of the H Shares will be registered.

Shareholders who wish to attend and vote at the EGM but have not registered the transfer documents shall submit the share certificates together with the properly completed share transfer forms to the share registrar of the H Shares of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for the H Shareholders) or to the Company's principal place of office in the PRC at 35th Floor, Agile Center, 26 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC (for the domestic shareholder(s) of the Company) not later than 4:30 p.m. on Thursday, 8 October 2020, for registration.

Save for Mr. Chan Cheuk Hung and Mr. Huang Fengchao, the executive Directors, who are also the directors and shareholders of Agile Holdings, Ms. Yue Yuan, a non-executive Director who is a member of the senior management of Agile Holdings, none of the other Directors has or is deemed to have a material interest in the Supplemental Property Management Services Agreement, the 2021 Framework Agreements and the transactions contemplated respectively thereunder. Mr. Chan Cheuk Hung, Mr. Huang Fengchao and Ms. Yue Yuan are therefore required to abstain, and have abstained, from voting on the relevant Board resolutions.

SUMMARY OF CONTINUING CONNECTED TRANSACTIONS
The Board announces that on 23 September 2020 (after trading hours), the Company has entered into the Supplemental Property Management Services Agreement with Agile Holdings to revise the existing annual cap for the year ending 31 December 2020 in respect of the transactions contemplated under the Existing Property Management Services Framework Agreement and the following 2021 Framework Agreements with Agile Holdings to renew the transactions contemplated under the corresponding previous framework agreements:

Proposed annual caps for the year ending

Nature of transactions	31 December
2020	2021	2022	2023
	(RMB million)

Non-exempt continuing connected transactions subject to the reporting, announcement, Independent Shareholders' approval and annual review requirements

Supplemental Property Management	797	-	-	-
Services Agreement

2021	Property Management Services	-	1,030	1,300	1,530
Framework Agreement

2021	Property Agency Services	-	1,400	1,800	2,350
Framework Agreement

2021	Framework Referral Agreement	-	550	735	985

Partially-exempt continuing connected transactions subject to the reporting and announcement requirements but exempt from the Independent Shareholders' approval requirement

2021	Property Lease Framework	-	8.23	8.83	9.31
Agreement

2021	Turnkey Furnishing Services	-	68	82	99
Framework Agreement

2021	Advertising and Public Relations	-	120	160	200
Services Framework Agreement

2021	Pre-delivery Inspection Services	-	160	190	230
Framework Agreement

2021	Technology Services Framework	-	210	230	250
Agreement

2021	Consultation Services Framework	-	237	240	250
Agreement

REVISION OF ANNUAL CAP AND RENEWAL OF CONTINUING CONNECTED TRANSACTIONS SUBJECT TO THE REPORTING, ANNUAL REVIEW, ANNOUNCEMENT AND INDEPENDENT SHAREHOLDERS' APPROVAL REQUIREMENTS

1. Supplemental Property Management Services Agreement and 2021 Property Management Services Framework Agreement

Background
Reference is made to the Prospectus in relation to, among others, the continuing connected transactions under the Existing Property Management Services Framework Agreement entered into between the Company and Agile Holdings, and the annual caps thereunder.

Revision of annual cap for 2020 under the Existing Property Management Services Framework Agreement
Since the COVID-19 pandemic, the Group has been providing additional cleaning services to the property sales centers of Agile Holdings at the pre- delivery stage and disinfection and hygiene services to the properties owned by Agile Group. Therefore, the Directors found that the transaction amount under the Existing Property Management Services Framework Agreement is approaching the existing annual cap for the year ending 31 December 2020.
On 23 September 2020, the Company entered into the Supplemental Property Management Services Agreement with Agile Holdings to revise the existing annual cap for the year ending 31 December 2020 from RMB597 million to RMB797 million. Save for such revision in the annual cap, all other terms of the Existing Property Management Services Framework Agreement shall remain valid and in full force and effect.
Based on the Company's management account, the total actual transaction amount under the Existing Property Management Services Framework Agreement for the eight months ended 31 August 2020 amounted to approximately RMB521.5 million, representing approximately 87.4% of the existing annual cap for the year ending 31 December 2020. The Board confirms that as at the date of this announcement, the transaction amount for the Existing Property Management Services Framework Agreement has not exceeded the original annual cap for the year ending 31 December 2020.
Renewal of the Existing Property Management Services Framework Agreement
As the Existing Property Management Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Property Management Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Property Management Services Framework
	Agreement is valid for three years from 1 January 2021
	and ending on 31 December 2023.

Subject matter: The Group will provide to Agile Group property management services, including but not limited to (i) on- site security, cleaning, greening and gardening, repair and maintenance services as well as customer services to the property sales centers of Agile Group at the pre- delivery stage; (ii) operations and management services for the unsold property units; (iii) disinfection and hygiene services; (iv) property management services for the diversified businesses of Agile Holdings, including but not limited to environmental protection, urban renewal and real estate construction; and (v) properties owned by Agile Group requiring the above services.

Pricing and other The services fees to be charged by the Group under the

terms:2021 Property Management Services Framework Agreement will be determined on arm's length basis, with reference to (i) the location of the project; and (ii) the anticipated operational costs (including labor costs, material costs and administrative costs) with reference to the fees for similar services and similar type of projects in the market. The fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Members of the Group and members of Agile Group will enter into separate agreements which will set out the specific terms and conditions according to the principles provided in the 2021 Property Management Services Framework Agreement.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Property Management Services Framework Agreement amounted to approximately RMB458.3 million, RMB518.5 million and RMB521.5 million, respectively.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Property Management Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	1,030	1,300	1,530

In arriving at the above annual caps, the Directors have considered (i) the historical transaction amounts under the Existing Property Management Services Framework Agreement and the revised annual cap under the Supplemental Property Management Services Agreement; (ii) in respect of the property management services to be provided at the pre-delivery stage, the estimated pre-sale value of the properties to be sold by Agile Group which will require property management services from the Group for the three years ending 31 December 2023, based on the development plans of Agile Group provided to the Group; and (iii) the rising demands for additional cleaning, disinfection and hygiene services for property sales centers and properties owned by Agile Group.

Based on the estimated pre-sale performance of Agile Group and the development plans of Agile Group provided to the Group, the Company expects that there will be further rapid growth in the demand for property management services to be provided by the Group to Agile Group for the next three years. Taking into account of the property management services provided to the existing property sales centers and other properties of Agile Group, the Company expects that the transaction amounts under the 2021 Property Management Services Framework Agreement for the three years ending 31 December 2023 will be higher than those under the Existing Property Management Services Framework Agreement and the Supplemental Property Management Services Agreement.

Reasons for and benefits of entering into the Supplemental Property Management Services Agreement and the 2021 Property Management Services Framework Agreement
The Group has been providing property management services to Agile Group since 1997. Under the Existing Property Management Services Framework Agreement, the Group has been able to secure initial property management service engagements for properties developed by Agile Group. In response to the COVID-19 pandemic, the Group has been providing additional cleaning services to the property sales centers of Agile Group at the pre-delivery stage such as disinfection and sterilization, compulsory temperature check, etc.. As a result, the transaction amount between the Group and Agile Group under the Existing Property Management Services Framework Agreement is expected to exceed the existing annual cap for the year ending 31 December 2020.
The Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) therefore considers it beneficial to enter into the Supplemental Property Management Services Agreement and to renew the Existing Property Management Services Framework Agreement. The Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) considers that the entering of the Supplemental Property Management Services Agreement and the 2021 Property Management Services Framework Agreement is in the
Group's ordinary course of business, and the respective terms of the
Supplemental Property Management Services Agreement and the 2021 Property

Management Services Framework Agreement and the revised annual cap and proposed annual caps respectively set out thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

2. 2021 Property Agency Services Framework Agreement

Background
Reference is made to the Prospectus and the announcement of the Company dated 17 August 2018, in relation to, among others, the continuing connected transactions under the Existing Property Agency Services Framework Agreement entered into between A-TRO Properties and Agile Holdings, and the revised annual caps thereunder. As the Existing Property Agency Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Property Agency Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Property Agency Services Framework
	Agreement is valid for three years from 1 January 2021
	and ending on 31 December 2023.
Subject matter:	The Group will provide to Agile Group property agency
	services, including but not limited to, providing
	marketing and sales services for properties developed by
	Agile Group.

Pricing and other The services fees to be charged by the Group under the

terms:2021 Property Agency Services Framework Agreement will be determined on arm's length basis, with reference

the location of the project; (ii) the anticipated operational cost (including labor costs) for providing such services; and (iii) the prevailing market price for similar property agency services for property developers in the open market and any adjustment to commission rate based on the usual market practice. The fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Property Agency Services Framework Agreement amounted to RMB548.4 million, RMB820.1 million and RMB659.4 million, respectively.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Property Agency Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	1,400	1,800	2,350

In arriving at the above annual caps, the Directors have considered (i) the estimated pre-sale value of the properties to be sold by Agile Group which will require property agency services from the Group for the three years ending 31 December 2023, based on the development plans of Agile Group provided to the Group; and (ii) the estimated service fees and commissions for the provision of property agency services, subject to any necessary adjustment with reference to the location, size and scale of the relevant projects.

Based on the estimated pre-sale performance of Agile Group and the development plans of Agile Group provided to the Group, the Company expects that there will be further significant growth in the business volume of property agency services for the next three years.

Reasons for and benefits of entering into the 2021 Property Agency Services Framework Agreement
The Group has been providing property agency services to Agile Group since 2017. Such services provide a channel for marketing and sales services and for sales agents to access potential customers directly, and is a cost-effective way for Agile Group to drive up the sales volume of properties. The Directors consider that by entering into the 2021 Property Agency Services Framework Agreement with Agile Holdings, the full potential of the agency sales team of the Group will be utilised to meet the Agile Group's growing demand for property agency services.

As the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) considers it beneficial to renew the Existing Property Agency Services Framework Agreement to facilitate the continuous provision of such property agency services to Agile Holdings. The Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) considers that the entering of the 2021 Property Agency Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Property Agency Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. 2021 Framework Referral Agreement

Background
Reference is made to the announcement of the Company dated 28 April 2020, in relation to, among others, the continuing connected transactions under the Existing Framework Referral Agreement entered into between the Company and Agile Holdings, and the annual caps thereunder. As the Existing Framework Referral Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Framework Referral Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Framework Referral Agreement is valid for
	three years from 1 January 2021 and ending on 31
	December 2023.
Subject matter:	The Group will provide marketing referral services in
	respect of the sales of residential properties and car
	parking spaces by Agile Group in their development
	projects to be provided by the Group to Agile Group
	including but not limited to (i) marketing activities
	through the utilisation of the community resources and
	other sales channel of the Group; (ii) customers'
	information collection; and (iii) customers' referrals.

Pricing and other The commission rate to be charged by the Group under

terms:the 2021 Framework Referral Agreement will be determined on arm's length basis, with reference to (i) the commission rate provided by Agile Group to its independent third parties; (ii) the prevailing market commission rate of comparable transactions; and (iii) any adjustment to the commission rate based on prevailing market conditions. The fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
The Company entered into the Existing Framework Referral Agreement in April 2020. For the two years ended 31 December 2019 and the period commencing from 28 April 2020 to 31 August 2020, the service fees paid to the Group under the Existing Framework Referral Agreement amounted to nil, nil and approximately RMB139.2 million, respectively.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Framework Referral Agreement for the three years ending 31 December
2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	550	735	985

In arriving at the above annual caps, the Directors have considered (i) the historical transaction amounts under the Existing Framework Referral Agreement; (ii) the expected commission in the range of 4% to 6% to be charged for the provision of the marketing referral services after considering the total value of the saleable residential properties and car parking spaces of Agile Group which will require marketing referral services from the Group for the three years ending on 31 December 2023; and (iii) the prevailing market commission rate for the provision of the marketing referral services for comparable transactions in the same industry.

The Directors believes that the Group is well positioned to expand its capacity for conducting marketing activities and referring potential buyers to the Agile Group by maximising its community resources. Based on the development plans of Agile Group provided to the Group, the Company anticipates that there will be an increasing demand for marketing referral services in relation to the properties to be sold by Agile Group, resulting in increase in commissions to be generated under the 2021 Framework Referral Agreement for the next three years. As such, the transaction amounts under the 2021 Framework Referral Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Framework Referral Agreement.

1. Reasons for and benefits of entering into the 2021 Framework Referral Agreement
  Since the entering of the Existing Framework Referral Agreement, the Group has been providing marketing referral services to Agile Group which adds value to Agile Group in their sales of residential properties and car parking spaces. The Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) therefore considers it beneficial to renew the Existing Framework Referral Agreement with Agile Holdings. The Board (excluding the independent non-executive Directors, whose views will be given after considering the advice from the Independent Financial Adviser) considers that the entering of the 2021 Framework Referral Agreement is in the Group's ordinary course of business, and the terms of the 2021 Framework Referral Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS SUBJECT TO
THE REPORTING, ANNUAL REVIEW, ANNOUNCEMENT REQUIREMENTS BUT EXEMPT FROM THE INDEPENDENT SHAREHOLDERS' APPROVAL REQUIREMENT

1. 2021 Property Lease Framework Agreement

Background
Reference is made to the Prospectus, in relation to, among others, the continuing connected transactions under the Existing Property Lease Framework Agreement entered into between the Company and Agile Holdings and the annual caps thereunder. As the Existing Property Lease Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Property Lease Framework Agreement with Agile Holdings on 23 September 2020.

(b)	Principal terms
	Date:	23 September 2020
	Parties:	The Company
		Agile Holdings
	Term:	The 2021 Property Lease Framework Agreement is
		valid for three years from 1 January 2021 and ending on
		31 December 2023.
	Subject matter:	The Company may lease from Agile Group office,
		clubhouse, employees dormitory and parking lot
		premises.
	Pricing and other	The rent to be paid by the Group under the 2021
	terms:	Property Lease Framework Agreement will be
		determined on arm's length basis, with reference to the
		historical transaction amounts and the prevailing market
		rent of similar properties located in similar areas and on
		terms no less favourable to the Group than the terms
		available from Independent Third Parties.
		Members of the Group and members of Agile Group
		will enter into separate lease agreements which will set
		out the specific terms and conditions according to the
		principles provided in the 2021 Property Lease
		Framework Agreement.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the rent paid by the Group under the Existing Property Lease Framework Agreement amounted to RMB5.1 million, RMB5.4 million and RMB1.6 million, respectively.
Due to the impact of the COVID-19 pandemic, the budget for administrative cost was tightened and certain lease contracts of approximately RMB2.85 million in value was temporarily suspended as part of cost-saving measures up till December 2020. Hence, the transaction amount for the year ending 31 December 2020 is expected to be much less than the annual cap for the same year under the Existing Property Lease Framework Agreement. As the effect of the COVID-19 pandemic has gradually subsided, the relevant lease contracts will be resumed in late December 2020. With the continuous development of the Company's business and the expected scale expansion under the Company's three-year plan, the COVID-19 pandemic is expected to bring limited impacts to the leases entered into with Agile Group in the long run.

Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Property Lease Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	8.23	8.83	9.31

In arriving at the above annual caps, the Directors have considered (i) the historical rental amounts paid by the Group to Agile Holdings under the Existing Property Lease Framework Agreement; (ii) the rental amounts payable by the Group to Agile Group for lease of new premises to cater for the expansion of the Group and in turn the increased demand for office space; (iii) the terms and conditions, in particular, the rent, under the existing lease agreements; (iv) the full resumption of the existing lease agreements (which are temporarily suspended) in early 2021; (v) the locations of the new properties expected to be leased from the Agile Group; and (vi) the expected increment in rental and area of the premises to be leased by the Group based on the estimated increasing needs of the Group with reference to the Group's future business development plan.

Having considered the scale expansion and business development of the Company, the Company expects to enter into additional lease arrangements with Agile Group in the next three years involving estimated area of approximately 1,650 square metre in aggregate in Guangzhou Agile Centre, the PRC. As such, the transaction amounts under the 2021 Property Lease Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Property Lease Framework Agreement.

Reasons for and benefits of entering into the 2021 Property Lease Framework Agreement
As the Group has been using the properties of Agile Group historically as office units and other use, it is in the interests of the Group in terms of cost, time and stability to enter into the 2021 Property Lease Framework Agreement instead of finding and relocating to alternative properties. The Board (including the independent non-executive Directors) considers it beneficial to renew the Existing Property Lease Framework Agreement with Agile Holdings so long as the relevant rental fees and other terms are favourable to the Group, in order to avoid the relocation costs which may otherwise be incurred, and to secure new premises for to cater for any expansion of the Group's business. The Group will consider, among other factors, location, quality and condition of the relevant premises, rent, duration of the relevant lease, and requirements of the Group before entering into separate lease agreements under the 2021 Property Lease Framework Agreement. The Board (including the independent non-executive Directors) considers that the entering of the 2021 Property Lease Framework Agreement is in the Group's ordinary course of business, and the terms of the

2021 Property Lease Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

2. 2021 Turnkey Furnishing Services Framework Agreement

Background
Reference is made to the announcement of the Company dated 27 April 2018 in relation to, among others, the continuing connected transactions under the Existing Turnkey Furnishing Services Framework Agreement entered into between the Company and Agile Holdings, and the annual caps thereunder. As the Existing Turnkey Furnishing Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Turnkey Furnishing Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Turnkey Furnishing Services Framework
	Agreement is valid for three years from 1 January 2021
	and ending on 31 December 2023.
Subject matter:	The Group will provide to Agile Group turnkey
	furnishing consultancy services and relevant design,
	supervision, acceptance and ancillary consultancy
	services for properties developed by Agile Group.
Pricing and other	The price to be charged by the Group under the 2021
terms:	Turnkey Furnishing Services Framework Agreement
	will be determined on arm's length basis, with reference
	to (i) the quality and standard of the renovation
	requested by the property owners of Agile Group's
	property projects which will require such turnkey
	furnishing consultancy services; and (ii) the prevailing
	market price for similar turnkey furnishing consultancy
	services for property developers in the open market. The
	price payable by Agile Group to the Group shall be no
	less favourable than those offered by any Independent
	Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid by the Group under the Existing Turnkey Furnishing Services Framework Agreement amounted to RMB29.1 million, RMB49.9 million and RMB33.5 million, respectively.
Although the progress of sales and delivery of real estate in the first half of 2020 was slightly slowed down by the COVID-19 pandemic, the impact of the pandemic has gradually subsided in the second half of the year. Based on Agile Group's progress of delivery of properties in the third and fourth quarter of 2020, the Company expects that the turnkey furnishing consultancy services that have been delayed by the COVID-19 pandemic in the first half of the year will be rapidly recovered in the second half of the year. It follows that the transaction amount for the year ending 31 December 2020 for the provision of turnkey furnishing consultancy services to Agile Group is expected to reach the level of the annual cap for the year ending 31 December 2020 under the Existing Turnkey Furnishing Services Framework Agreement.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Turnkey Furnishing Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	68	82	99

In arriving at the above annual caps, the Directors have considered (i) historical transaction amounts under the Existing Turnkey Furnishing Services Framework Agreement; (ii) the expected consultancy fee for the provision of turnkey furnishing consultancy services; (iii) quality and standard of renovation to be procured by the Agile Group based on the property owners' requests; and

the estimated value of turnkey furnishing and refined decoration which will require consultancy services from Agile Group for the three years ending 31 December 2023.

Consistent with the increase number of existing projects and newly launched projects of Agile Group according to the development plans of Agile Group, the Directors expect that the demand for turnkey furnishing consultancy services will continue to increase in the next three years under the 2021 Turnkey Furnishing Services Framework Agreement. As such, the transaction amounts

under the 2021 Turnkey Furnishing Services Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Turnkey Furnishing Services Framework Agreement.

Reasons for and benefits of entering into the 2021 Turnkey Furnishing Services Framework Agreement
The Board considers that the provision of turnkey furnishing consultancy services is complementary to the Group's principal businesses. The Board (including the independent non-executive Directors) therefore considers it beneficial to renew the Existing Turnkey Furnishing Services Framework Agreement with Agile Holdings. The Board (including the independent non- executive Directors) considers that the entering of the 2021 Turnkey Furnishing Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Turnkey Furnishing Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. 2021 Advertising and Public Relations Services Framework Agreement

Background
Reference is made to the Prospectus and the announcement of the Company dated 15 August 2019 in relation to, among others, the continuing connected transactions under the Existing Advertising and Public Relations Services Framework Agreement entered into between Guangzhou Yatao and Agile Holdings, and the revised annual caps thereunder. As the Existing Advertising and Public Relations Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Advertising and Public Relations Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Advertising and Public Relations Services
	Framework Agreement is valid for three years from 1
	January 2021 and ending on 31 December 2023.
Subject matter:	The Group will provide to Agile Group services such as
	advertisement design, media agent and public relations.

Pricing and other The services fees to be charged by the Group under the

terms:2021 Advertising and Public Relations Services Framework Agreement will be determined on arm's length basis, with reference to (i) the anticipated operational costs (including labor costs and material costs); and (ii) the prevailing market price for similar services for corporate customers in the open market. The service fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Advertising and Public Relations Services Framework Agreement amounted to RMB8.5 million, RMB39.5 million and RMB25.4 million, respectively.
The transaction amounts for the year ending 31 December 2020 is expected to be much less than the annual cap for the same year under the Existing Advertising and Public Relations Services Framework Agreement due to the impact of the COVID-19 pandemic. Affected by the COVID-19 pandemic and the government's relevant control measures, majority of the sales centres of Agile Group was temporarily closed due to the pandemic and advertising and public relations activities for the property projects had since been reduced or postponed. Nevertheless, the COVID-19 pandemic is expected to bring limited impacts to the provision of advertising and public relations services to Agile Group in the long run as the effect of the COVID-19 pandemic has gradually subsided in the PRC.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Advertising and Public Relations Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	120	160	200

In arriving at the above annual caps, the Directors have considered (i) the expected demand for media agent and public relations services of Agile Group in connection with its business development and marketing activities for the three years ending 31 December 2023 with reference to the number of properties to be developed by Agile Group; (ii) the estimated capacity of the Group to provide such advertising and public relations services for the three years ending 31 December 2023; and (iii) the estimated increase in agency fees for the provision of media agent services and public relations services due to expansion in scope of services.

In view of Agile Group's continuous replenishment of land bank and geographical expansion plan, the Directors anticipate that the Group will continue to serve as a media agent for Agile Group going forward, and it is expected that a number of large-scale public relation events will be launched in the next three years for new properties to be developed by Agile Group. As such, the transaction amounts under the 2021 Advertising and Public Relations Services Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Advertising and Public Relations Services Framework Agreement.

Reasons for and benefits of entering into the 2021 Advertising and Public Relations Services Framework Agreement
The Group has been providing the advertisement design services to Agile Group. Since March 2019, the Group started to provide the media agent services and public relations services and the need of media agent from Agile Group and number of public relations events for the properties developed by Agile Group is increasing based on the negotiation with the Agile Group and its business development plan. The Board (including the independent non-executive Directors) therefore considers it beneficial to renew the Existing Advertising and Public Relations Services Framework Agreement with Agile Holdings. The Board (including the independent non-executive Directors) considers that the entering of the 2021 Advertising and Public Relations Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Advertising and Public Relations Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

4. 2021 Pre-delivery Inspection Services Framework Agreement

Background
Reference is made to the Prospectus and the announcement of the Company dated 15 August 2019 in relation to, among others, the continuing connected transactions under the Existing Pre-delivery Inspection Services Framework Agreement entered into between Guangzhou Yaxin and Agile Holdings, and the revised annual caps thereunder. As the Existing Pre-delivery Inspection Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Pre-delivery Inspection Services

	Framework Agreement with Agile Holdings on 23 September 2020.
(b)	Principal terms
	Date:	23 September 2020
	Parties:	The Company
		Agile Holdings
	Term:	The 2021 Pre-delivery Inspection Services Framework
		Agreement is valid for three years from 1 January 2021
		and ending on 31 December 2023.
	Subject matter:	The Group will provide to Agile Group pre-delivery
		inspection services, including but not limited to
		conducting house inspection on properties developed by
		Agile Group upon completion of construction and
		before delivery of the same to homeowners.
	Pricing and other	The services fees to be charged by the Group under the
	terms:	2021 Pre-delivery Inspection Services Framework
		Agreement will be determined on arm's length basis,
		with reference to (i) the GFA involved; (ii) the

anticipated service costs; and (iii) the prevailing market price for similar services in the open market. The service fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Pre-delivery Inspection Services Framework Agreement amounted to RMB50.0 million, RMB103.5 million and RMB77.6 million, respectively.
Although the progress of sales and delivery of real estate in the first half of 2020 was slightly slowed down by the COVID-19 pandemic, the impact of the pandemic has gradually subsided in the second half of the year. Based on Agile Group's progress of delivery of properties in the third and fourth quarter of 2020, the Company expects that the pre-delivery inspection services that have been delayed by the pandemic in the first half of the year will be recovered in the second half of the year. It follows that the transaction amount for the year ending

31 December 2020 for the provision of pre-delivery inspection services to Agile Group is expected to reach the level of the annual cap for the year ending 31 December 2020 under the Existing Pre-delivery Inspection Services Framework Agreement.

Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Pre-delivery Inspection Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	160	190	230

In arriving at the above annual caps, the Directors have considered (i) the estimated increase in pre-sale value of properties to be sold by Agile Group and the corresponding increase in GFA which will require pre-delivery inspection services from the Group the three years ending 31 December 2023; and (ii) the expected growth in capacity of the Group to provide such pre-delivery inspection services in the next few years.

Based on the estimated pre-sale performance of Agile Group and the development plans of Agile Group provided to the Group, the Company expects that the demand for pre-delivery inspection services will continue to increase in the next three years under the 2021 Pre-delivery Inspection Services Framework Agreement due to the increase in GFA of properties expected to be sold by Agile Group. As such, the transaction amounts under the 2021 Pre-delivery Inspection Services Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Pre-delivery Inspection Services Framework Agreement.

Reasons for and benefits of entering into the 2021 Pre-delivery Inspection Services Framework Agreement
Pre-delivery inspection services is a growing new business in the market which adds value to pre-delivery quality and thereby improving the brand image of the pre-delivery developers and reduce disputes as much as possible. The Board (including the independent non-executive Directors) therefore considers it beneficial to renew the Existing Pre-delivery Inspection Services Framework Agreement with Agile Holdings. The Board (including the independent non- executive Directors) considers that the entering of the 2021 Pre-delivery Inspection Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Pre-delivery Inspection Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

5. 2021 Technology Services Framework Agreement

Background
Reference is made to the announcement of the Company dated 27 April 2018 in relation to, among others, the continuing connected transactions under the Existing Technology Services Framework Agreement entered into between the Company and Agile Holdings, and the annual caps thereunder. As the Existing Technology Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Technology Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings
Term:	The 2021 Technology Services Framework Agreement
	is valid for three years from 1 January 2021 and ending
	on 31 December 2023.
Subject matter:	The Group will provide technology products and
	relevant services to Agile Holdings and/or its
	subsidiaries, including but not limited to (i) intelligent
	products; (ii) software products; (iii) intelligent home
	and sale of residential accessory products; (iv) software
	development; (v) information system integration
	services; (vi) intelligent design; (vii) intelligent
	engineering services; (viii) software platform
	technology services; and (ix) relevant consultancy
	services

Pricing and other The service fees to be charged by the Group under the

terms:2021 Technology Services Framework Agreement will be determined on arm's length basis, with reference to

the aggregated GFA of the property projects of Agile Group which will require such technology services; (ii) the unit price for such technology services in the target property projects of Agile Holdings; (iii) the geographical location of the property projects of Agile Group requiring such technology services; and (iv) the prevailing market price. The unit price for the technology services for each individual property project may be different, subject to the (i) types of target property projects; (ii) types of technology products to be installed; and (iii) quality and standard of the technology

products requested by the property owners. The service fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Technology Services Framework Agreement amounted to RMB26.0 million, RMB99.5 million and RMB93.6 million.
Although the progress of sales and delivery of real estate in the first half of 2020 was slightly slowed down by the COVID-19 pandemic, the impact of the pandemic has gradually subsided in the second half of the year. Based on Agile
Group's progress of delivery of properties in the third and fourth quarter of 2020, the Company expects that the technology services that have been delayed by the pandemic in the first half of the year will be recovered in the second half of the year. It follows that the transaction amount for the year ending 31 December 2020 for provision of technology services to Agile Group is expected to reach the level of the annual cap for the year ending 31 December 2020 under the Existing Technology Services Framework Agreement.
Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Technology Services Framework Agreement for the three years ending 31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	210	230	250

In arriving at the above annual caps, the Directors have considered (i) the expected GFA of the properties of Agile Group which will require such technology services for the three years ending 31 December 2023; (ii) the expected unit price for such technology services; (iii) the expected increase in the demand for intelligent products and expansion in scope of services for the three years ending 31 December 2023; and (iv) the estimated price increases owing to product upgrades and introduction of new technology products.

The Company anticipates to provide technology services to Agile Group on a growing scale in complimentary to the diversified businesses of Agile Group. In particular, the Group has considered Agile Group's various development and expansion projects for which it plans to procure intelligent home products and other intelligent products services for properties developed by Agile Group. Based on the development plans of Agile Group, the Company anticipates the coverage of intelligent products and services will expand to an increasing number of projects of Agile Group. As such, the transaction amounts under the 2021 Technology Services Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Technology Services Framework Agreement.

Reasons for and benefits of entering into the 2021 Technology Services Framework Agreement
The Board considers that there is much potential in the growth of technology services industry given the upcoming of the internet era to enhance the overall development of Agile Holdings in intelligent housing and intelligent community. The Board (including the independent non-executive Directors) therefore considers it beneficial to renew the Existing Technology Services Framework Agreement with Agile Holdings. The Board (including the independent non-executive Directors) considers that the entering of the 2021 Technology Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Technology Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

6. 2021 Consultation Services Framework Agreement

Background
Reference is made to the announcement of the Company dated 27 April 2018 in relation to, among others, the continuing connected transactions under the Existing Consultation Services Framework Agreement entered into between the Company and Agile Holdings, and the annual caps thereunder. As the Existing Consultation Services Framework Agreement will expire on 31 December 2020, and the Group is expected to carrying on the transactions contemplated thereunder upon its expiry, the Company entered into the 2021 Consultation Services Framework Agreement with Agile Holdings on 23 September 2020.
Principal terms

Date:	23 September 2020
Parties:	The Company
	Agile Holdings

Term:The 2021 Consultation Services Framework Agreement is valid for three years from 1 January 2021 and ending on 31 December 2023.

Subject matter: The Group will provide consultation services in relation to property management to the property projects of Agile Group at their preparation stage, design stage, assessment of construction design stage, construction stage and delivery stage, including but not limited to (i) formulation of property management services plan in accordance with the construction of the project and the target customers; (ii) provision of consultation on the master plan of the project and relevant design in relation to accessory facilities; (iii) inspection of construction progress and quality; (iv) related preparations for preliminary project planning, sourcing of materials and project execution in the property development projects of the Agile Group; and (v) monitoring of repair and rectification service.

Pricing and other The service fees to be charged by the Group under the

terms:2021 Consultation Services Framework Agreement will be determined on arm's length basis, with reference to

the aggregated GFA of the property projects of Agile Group which will require such consultation services; (ii) the fixed unit price for the provision of such consultation services; and (iii) the prevailing market price. The service fees payable by Agile Group to the Group shall be no less favourable than those offered by any Independent Third Party.

Historical amounts
For the two years ended 31 December 2019 and the eight months ended 31 August 2020, the service fees paid to the Group under the Existing Consultation Services Framework Agreement amounted to RMB74.8 million, RMB86.2 million and RMB99.5 million, respectively.

Although the progress of sales and delivery of real estate in the first half of 2020 was slightly slowed down by the COVID-19 pandemic, the impact of the pandemic has gradually subsided in the second half of the year. Based on Agile Group's progress of delivery of properties in the third and fourth quarter of 2020, the Company expects that the consultation services that have been delayed by the pandemic in the first half of the year will be recovered in the second half of the year. It follows that the transaction amount for the year ending 31 December 2020 for the provision of consultation services to Agile Group is expected to reach the level of the annual cap for the year ending 31 December 2020 under the Existing Consultation Services Framework Agreement.

Annual caps and basis of determination
It is proposed that the annual caps for the transactions contemplated under the 2021 Consultation Services Framework Agreement for the three years ending
31 December 2023 are expected not to exceed the followings:

	2021	2022	2023
		(RMB in millions)
Annual caps	237	240	250

In arriving at the above annual caps, the Directors have considered (i) the expected GFA of the properties in the design stage, construction stage and delivery stage of Agile Group which require the provision of consultation services for the three years ending 31 December 2023; (ii) the estimated unit price for the consultation services in various stage; and (iii) the anticipated increase in demand for consultation services of Agile Group for the three years ending 31 December 2023.

In view of the business expansion plan and number of existing and new projects of Agile Group that are available for sale and expected to be available for sale for the three years ending 31 December 2023 according to the development plans of Agile Group, the Directors expect that the demand for consultation services at various stages of development in the properties of Agile Group will continue to increase in the next three years under the 2021 Consultation Services Framework Agreement. As such, the transaction amounts under the 2021 Consultation Services Framework Agreement for the three years ending 31 December 2023 are expected to be higher than those under the Existing Consultation Services Framework Agreement.

Reasons for and benefits of entering into the 2021 Consultation Services Framework Agreement
The Board considers that the provision of consultation services helps to further strengthen the Group's business cooperation with Agile Group to promote good properties' design and construction quality, which in turn will create suitable conditions for property management after delivery of the properties and increase the satisfaction of the property owners. The Board (including the independent non-executive Directors) therefore considers it beneficial to renew the Existing Consultation Services Framework Agreement. The Board (including the independent non-executive Directors) considers that the entering of the 2021 Consultation Services Framework Agreement is in the Group's ordinary course of business, and the terms of the 2021 Consultation Services Framework Agreement and the annual caps thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IV. PRICING POLICY FOR CONTINUING CONNECTED TRANSACTIONS

As a general principle, the service fees to be charged or paid by the Group under the respective agreement of the continuing connected transactions of the Group shall be determined on an arm's length basis in accordance with the prevailing market prices of similar services or products and on the following principles:

by reference to the prevailing market price of the same or substantially similar services or products taking into account of the price of the same or substantially similar services or products with comparable scope or quantities and quality offered by other suppliers/purchasers to the Group;
if there are not sufficient comparable transactions in (i) above, on normal commercial terms comparable to those offered to/received from independent third parties by Agile Group in respect of the same or substantially similar services or products with comparable quantities; and
if both (i) and (ii) above are not applicable, by reference to the average price of similar services or products previously supplied or procured by a party, and on normal commercial terms comparable to those offered by the relevant party to independent third parties.

In order to ascertain the prevailing market price, the sales department of the Group and its designated personnel will, on a quarterly basis, invite quotations from at least two Independent Third Parties for the provision of the same or similar services or products with comparable scope or quantities and quality under normal commercial terms in the ordinary course of business of such Independent Third Parties; or if applicable, the price list of services or products procured by Agile Group from Independent Third Parties for same or similar services or products with comparable scope or quantities and quality as provided by the Group to Agile Group. The sales department of the Group will then compare the market price with the fees under individual transactions pursuant to the 2021 Framework Agreements, and make evaluation and assessment to ensure that the price payable by or to be charged by Agile Group

will be on normal commercial terms and on terms no less favourable than that available from Independent Third Parties.

INTERNAL CONTROL POLICIES FOR CONTINUING CONNECTED TRANSACTIONS

To ensure that the actual prices for the continuing connected transactions of the Group are on normal commercial terms and on terms no less favourable to the Group than that available from Independent Third Parties, the Group has adopted the following measures to review and assess whether the individual transactions will be conducted within the framework of the respective

2021 Framework Agreements and in accordance with the aforesaid pricing policy:

the relevant personnel of the sales department and finance department will closely monitor the transactions to ensure that the transaction amount does not exceed the annual caps of the respective 2021 Framework Agreements;
the implementation of individual contracts shall be subject to the appropriate approval of the relevant personnel of the business department, finance department, legal department and management of the Group to ensure that the contracts are in line with the pricing policy and principal terms of the respective 2021 Framework Agreements;
the relevant personnel of the business department of the Group will conduct regular reviews to keep abreast of the prevailing fee level in the market and the market conditions for the purpose of considering if the price charged for a specific transaction is fair and reasonable and is in accordance with the pricing policy;
the auditors of the Company shall conduct annual reviews on pricing and annual caps of such continuing connected transactions to ensure that the transactions amount is within the annual caps and that the transactions are conducted on the principal terms of the respective 2021 Framework Agreements; and
the independent non-executive Directors of the Company would continue to review the management's quarterly review reports on the transactions contemplated under the respective 2021 Framework Agreements to ensure that such transactions are conducted on normal commercial terms and are in the ordinary and usual course of business of the Group, and the terms and conditions thereof are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

VI. LISTING RULES IMPLICATIONS

As at the date of this announcement, Agile Holdings is the controlling shareholder of the Company, holding approximately 54% of the issued share capital of the Company. Accordingly, the transactions contemplated under the Supplemental Property Management Services Agreement and each of the 2021 Framework Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.

According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for its continuing connected transactions, the Company will be required to re-comply with the announcement and shareholders' approval requirements.

As one or more of the applicable percentage ratios (excluding the profit ratio) as defined in Rule 14.07 of the Listing Rules for the annual caps contemplated under each of the (i) 2021 Property Lease Framework Agreement; (ii) 2021 Turnkey Furnishing Services Framework Agreement; (iii) 2021 Advertising and Public Relations Services Framework Agreement; (iv) 2021 Pre-delivery Inspection Services Framework Agreement; (v) 2021 Technology Services Framework Agreement; and (vi) 2021 Consultation Services Framework Agreement exceed 0.1% but all of which are less than 5%, the continuing connected transactions contemplated thereunder are subject to the reporting and announcement requirements but exempt from the Independent Shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules.

VII. EXTRAORDINARY GENERAL MEETING

The EGM is scheduled to be held on Monday, 9 November 2020 and the notice of the EGM will be published and dispatched to the Shareholders accordingly.

A circular containing, among other things, (i) a letter from the Board containing details of the Supplemental Property Management Services Agreement; the 2021 Property Management Services Framework Agreement; the 2021 Property Agency Services Framework Agreement; and the 2021 Framework Referral Agreement; (ii) recommendations of the Independent Board Committee to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice in connection with the aforesaid; and (iv) a notice of the EGM together with the proxy form will be despatched to the Shareholders on or before 22 October

2020 as additional time is required to prepare and finalise the circular.

VIII. CLOSURE OF REGISTER OF MEMBERS

IX. GENERAL

INFORMATION ON THE PARTIES Agile Holdings

Agile Holdings is an exempted company with limited liability incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3383). Agile Group is one of the leading property developers in the PRC and is principally engaged in the development of largescale mixed-use property projects, with extensive presence in the businesses of property management, environmental protection, construction, real estate construction management and commercial.

The Company

The Company is a reputable property management services provider focusing on mid- to high- end properties. The Group ranks the 4th of the "Top 100 Property Management Companies in China" with five major business segments, namely "property management services", "asset management services", "public services", "city services" and "community commercial services". Supported by Agile Group and Greenland Holdings Group Company Limited, two leading property developers, the Group has developed three business lines, namely property management services, property owners value-added services and extended value-added services, with a nationwide coverage and diversified business portfolio. Capitalizing on the integrated resources advantage of seven regional offices, acquired companies and joint

ventures, the Group strives to realize the vision of expanding its business coverage into the whole industry chain with diversified business portfolio.

XI. DEFINITIONS

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

"2021 Advertising and	the advertising and public relations services framework agreement
Public Relations	entered into between the Company and Agile Holdings dated 23
Services Framework	September 2020
Agreement"
"2021 Consultation	the consultation services framework agreement entered into
Services Framework	between the Company and Agile Holdings dated 23 September
Agreement"	2020
"2021 Framework	collectively (i) 2021 Property Management Services Framework
Agreements"	Agreement; (ii) 2021 Property Agency Services Framework
	Agreement; (iii) 2021 Framework Referral Agreement; (iv) 2021
	Property Lease Framework Agreement; (v) 2021 Turnkey
	Furnishing Services Framework Agreement; (vi) 2021 Advertising
	and Public Relations Services Framework Agreement; (vii) 2021
	Pre-delivery Inspection Services Framework Agreement; (viii)
	2021 Technology Services Framework Agreement; and (ix) 2021
	Consultation Services Framework Agreement
"2021 Framework	the framework referral agreement entered into between the
Referral Agreement"	Company and Agile Holdings dated 23 September 2020
"2021 Pre-delivery	the pre-delivery inspection services framework agreement entered
Inspection Services	into between the Company and Agile Holdings dated 23 September
Framework	2020
Agreement"
"2021 Property Agency	the property agency services framework agreement entered into
Services Framework	between the Company and Agile Holdings dated 23 September
Agreement"	2020
"2021 Property Lease	the property lease framework agreement entered into between the
Framework	Company and Agile Holdings dated 23 September 2020
Agreement"
"2021 Property	the property management services framework agreement entered
Management Services	into between the Company and Agile Holdings dated 23 September
Framework	2020
Agreement"

"2021 Technology	the technology services framework agreement entered into
Services Framework	between the Company and Agile Holdings dated 23 September
Agreement"	2020
"2021 Turnkey	the turnkey furnishing services framework agreement entered into
Furnishing Services	between the Company and Agile Holdings dated 23 September
Framework	2020
Agreement"
"Agile Group"	Agile Holdings and its subsidiaries and associates excluding the
	Group
"Agile Holdings"	Agile Group Holdings Limited ( 雅居樂集團控股有限公司 )
	(stock code: 3383), an exempted company with limited liability
	incorporated in the Cayman Islands and the shares of which are
	listed on the Main Board of the Stock Exchange

"associate(s)"

"A-TRO Properties"

has the meaning ascribed to it under the Listing Rules

A-TRO Properties Consultancy Co., Ltd.* (雅卓房地產顧問有限公司) (formerly known as Guangzhou Yazhuo Real Estate Sales Co., Ltd.* (廣州市雅卓房地產營銷有限公司)), a wholly-owned subsidiary of the Company

"Board"

"Company"

the board of Directors

A-Living Services Co., Ltd.* (雅居樂雅生活服務股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the main board of the Stock Exchange

"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"controlling	has the meaning ascribed to it under the Listing Rules
shareholder(s)"
"Director(s)"	director(s) of the Company
"EGM"	the forthcoming 2020 fourth extraordinary general meeting of the
	Company to be held and convened to consider and, if thought fit,
	approve the Supplemental Property Management Services
	Agreement; the 2021 Property Management Services Framework
	Agreement; the 2021 Property Agency Services Framework
	Agreement; and the 2021 Framework Referral Agreement and the
	transactions respectively contemplated thereunder
"Existing Advertising	the advertising and public relations services framework agreement
and Public Relations	entered into between Guangzhou Yatao and Agile Holdings dated
Services Framework	23 January 2018, as amended and supplemented by the
Agreement"	supplemental agreement dated 15 August 2019
	32

"Existing Consultation	the consultation services framework agreement entered into
Services Framework	between the Company and Agile Holdings dated 27 April 2018
Agreement"
"Existing Framework	the framework referral agreement entered into between the
Referral Agreement"	Company and Agile Holdings dated 28 April 2020
"Existing Pre-delivery	the pre-delivery inspection services framework agreement entered
Inspection Services	into between Guangzhou Yaxin and Agile Holdings dated 23
Framework	January 2018, as amended and supplemented by the supplemental
Agreement"	agreement dated 15 August 2019
"Existing Property	the property agency services framework agreement entered into
Agency Services	between A-TRO Properties and Agile Holdings dated 23 January
Framework	2018, as amended and supplemented by the supplemental
Agreement"	agreement dated 17 August 2018
"Existing Property	the property lease framework agreement entered into between the
Lease Framework	Company and Agile Holdings dated 23 January 2018
Agreement"
"Existing Property	the property management services framework agreement entered
Management Services	into between the Company and Agile Holdings dated 23 January
Framework	2018
Agreement"
"Existing Technology	the technology services framework agreement entered into
Services Framework	between the Company and Agile Holdings dated 27 April 2018
Agreement"
"Existing Turnkey	the turnkey furnishing services framework agreement entered into
Furnishing Services	between the Company and Agile Holdings dated 27 April 2018
Framework
Agreement"
"GFA"	gross floor area
"Group"	the Company and its subsidiaries
"Guangzhou Yatao"	Guangzhou Yatao Advertising Co., Ltd.* (廣州市雅韜廣告有限
	公司), a wholly-owned subsidiary of the Company

"Guangzhou Yaxin"

"H Shares"

Guangzhou Yaxin Engineering Consulting Co., Ltd.* (廣州市雅信工程諮詢有限公司 ), a wholly-owned subsidiary of the Company

overseas listed shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK$ and listed on the Stock Exchange

"H Shareholders"	holders of the H Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Board	an independent committee of the Board, comprising all three
Committee"	independent non-executive Directors, established to advise the
	Independent Shareholders in respect of the continuing connected
	transactions under the Supplemental Property Management
	Services Agreement; the 2021 Property Management Services
	Framework Agreement; the 2021 Property Agency Services
	Framework Agreement; and the 2021 Framework Referral
	Agreement
"Independent Financial	Rainbow Capital (HK) Limited, a corporation licensed to carry out
Adviser"	Type 6 (advising on corporate finance) regulated activity under the
	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), being the independent financial adviser appointed by
	the Company for the purpose of advising the Independent Board
	Committee and the Independent Shareholders in respect of the
	continuing connected transactions under the Supplemental
	Property Management Services Agreement; the 2021 Property
	Management Services Framework Agreement; the 2021 Property
	Agency Services Framework Agreement; and the 2021 Framework
	Referral Agreement
"Independent	Shareholders who do not have a material interest in the
Shareholders"	Supplemental Property Management Services Agreement; the
	2021 Property Management Services Framework Agreement; the
	2021 Property Agency Services Framework Agreement; and the
	2021 Framework Referral Agreement
"Independent Third	independent third party(ies) who is/are not connected person(s)
Party(ies)"	(has the meaning ascribed to it under the Listing Rules) of the
	Company and is/are independent of and not connected with the
	Company and directors, supervisors, chief executive, controlling
	shareholders and substantial shareholders of the Company or any
	of its subsidiaries or their respective associates
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"PRC"	the People's Republic of China, which for the purpose of this
	announcement shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Prospectus"	the prospectus of the Company dated 29 January 2018
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	holder(s) of share(s) of the Company
	34

"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental	the supplemental agreement dated 23 September 2020 and entered
Property Management	into between the Company and Agile Holdings, which amended
Services Agreement"	and supplemented the Existing Property Management Services
	Framework Agreement
"%"	per cent.

By Order of the Board

A-Living Services Co., Ltd.

LI Dalong

Executive Director, President (General Manager)

and Chief Executive Officer

Hong Kong, 23 September 2020

As at the date of this announcement, the Board comprises eight members, being Mr. Chan Cheuk Hung^ (Co-chairman), Mr. Huang Fengchao^ (Co-chairman), Mr. Li Dalong^ (President (General Manager) and Chief Executive Officer), Mr. Wei Xianzhong^^, Ms. Yue Yuan^^, Mr. Wan Kam To^^^, Ms. Wong Chui Ping Cassie ^^^ and Mr. Wang Peng^^^.

Executive Directors

Non-executiveDirectors

Independent Non-executive Directors * for identification purposes only

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

Original document
Permalink

Disclaimer

A-Living Services Co. Ltd. published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2020 11:59:01 UTC

Latest news about A-Living Smart City Services Co., Ltd.

A-Living Smart City Services' Profit Falls 75% on Marginal Increase in Revenue	Mar. 26	MT
A-Living Smart City Services Co., Ltd. Proposes Ordinary Final Dividend for the Year Ended 31 December 2023, Payable on 12 July 2024	Mar. 25	CI
A-Living Smart City Services Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 25	CI
A-Living Smart City Services Co., Ltd. Announces Board Changes	Mar. 25	CI
A-Living Smart City Services Co., Ltd.(SEHK:3319) dropped from FTSE All-World Index	Mar. 17	CI
A-Living Smart City Services Expects Up to 83% Profit Decline in 2023	Mar. 10	MT
A-Living Smart City Services Co., Ltd. Provides Group Earning Guidance for Year Ended 31 December 2023	Mar. 10	CI
A-Living Smart City Shareholders to Vote Jan. 24 on Renewal of Agile Group Deals	Jan. 03	MT
A-Living, Agile Group Terminate Parking Space Leasing Agreement; Shares Fall 4%	Dec. 22	MT
A-Living Smart City Services Co., Ltd. Approves Interim Dividend for the Six Months Ended 30 June 2023, Payable on or about 18 January 2024	Dec. 08	CI
A-Living Smart City Services Co., Ltd. Proposes Interim Dividend for the Six Months Ended 30 June 2023, Payable on 18 January 2024	23-08-28	CI
A-Living Smart City Services Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-28	CI
A-Living Smart City Services Co., Ltd. Announces Appointment of Members of Board Committees	23-07-21	CI
A-Living Smart City Acquires Properties from Agile Group as Payment for 282 Million Yuan of Receivables	23-06-30	MT
A-Living Smart City Services' to Include Outsourcing in Business Scope; Shares Plunge 8%	23-03-29	MT
A-Living Smart City Services Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-28	CI
A-Living Smart City Services Co., Ltd. Not Recommends Final Dividend for the Year Ended 31 December 2022	23-03-28	CI
A-Living Smart City Services Co., Ltd. Approves Appointment of Mr. Li Jiahe as an Independent Non-Executive Director, Member of the Audit Committee, Member of the Remuneration and Appraisal Committee, Member of the Nomination Committee and A Member of the Risk Management Committee	23-03-03	CI
Agile Pares Ownership in A-Living Smart City with HK$495 Million Stake Sale; Shares Rise 9%	22-12-09	MT
A-Living Smart City Services Co., Ltd. Announces Executive Changes	22-11-23	CI
A-Living Smart City Services Co., Ltd. Resignation of Wong Chui Ping Cassie as Independent Non-Executive Director, Effect 15 December 2022	22-09-09	CI
UBS Upgrades A-Living Services to Neutral From Sell, Adjusts Price Target to HK$8 From HK$9.80	22-08-23	MT
Agile Cuts Stake in A-Living with Sale of 49 Million Shares	22-08-19	MT
A-Living Smart City Services' H1 Net Profit Falls 7.4%	22-08-17	MT
A-Living Smart City Services Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-17	CI

Chart A-Living Smart City Services Co., Ltd.

Duration

Period

Chart A-Living Smart City Services Co., Ltd.

More charts

Company Profile

A Living Smart City Services Co Ltd, formerly A-Living Services Co Ltd, is an investment holding company mainly engaged in the provision of property management services. The services mainly include property management services, value-added services for owners and extended value-added services. Property management services include security, cleaning, greening and gardening, repair and maintenance services. Value-added services for owners mainly include life and comprehensive services, community resources, home improvement and home delivery services, and value-added services for non-residential businesses. Extended value-added services include real estate management services provided to developers. The Company operates under the two brands, Agile Property Management and Greenland Property Services.

Sector

Real Estate Services

Calendar

2024-08-12 - Q2 2024 Earnings Release (Projected)

More about the company

Income Statement Evolution

More financial data

Ratings for A-Living Smart City Services Co., Ltd.

Trading Rating

Investor Rating

ESG Refinitiv

More Ratings

Analysts' Consensus

Sell

Buy

Mean consensus

HOLD

Number of Analysts

Last Close Price

2.515 CNY

Average target price

2.871 CNY

Spread / Average Target

+14.16%

Consensus

EPS Revisions

Estimates Revisions

Quarterly revenue - Rate of surprise

Company calendar

Sector Other Real Estate Services

	1st Jan change	Capi.
A-LIVING SMART CITY SERVICES CO., LTD.	-26.82%	493M
CBRE GROUP, INC.	-8.15%	26.25B
KE HOLDINGS INC.	-20.42%	15.95B
ZILLOW GROUP, INC.	-24.72%	10.03B
CAPITALAND INVESTMENT LIMITED	-19.94%	9.8B
JONES LANG LASALLE INCORPORATED	-7.81%	8.37B
FIRSTSERVICE CORPORATION	-2.77%	6.86B
COLLIERS INTERNATIONAL GROUP INC.	-9.94%	5.51B
MAKKAH CONSTRUCTION AND DEVELOPMENT COMPANY	+37.82%	4.5B
CUSHMAN & WAKEFIELD PLC	-12.87%	2.19B

Other Real Estate Services

A-Living Smart City Services Co., Ltd.

Equities

3319

CNE100002RY5

Real Estate Services

A Living Services : CONTINUING CONNECTED TRANSACTIONS - REVISION OF ANNUAL CAP AND RENEWAL OF FRAMEWORK AGREEMENTS DUE TO EXPIRE IN 2020 AND CLOSURE OF REGISTER OF MEMBERS FOR THE 2020 FOURTH EXTRAORDINARY GENERAL MEETING

Latest news about A-Living Smart City Services Co., Ltd.

Chart A-Living Smart City Services Co., Ltd.

Company Profile

Income Statement Evolution

Ratings for A-Living Smart City Services Co., Ltd.

Analysts' Consensus

EPS Revisions

Quarterly revenue - Rate of surprise

Sector Other Real Estate Services