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.


CONNECTED TRANSACTION

SCMPP, a wholly-owned subsidiary of the Company, entered into the Magazine Publication Agreement with Kerry Communication, a subsidiary of Kerry Properties, on 3 July 2013.
Kerry Properties is a subsidiary of Kerry Group Limited. As Kerry Group Limited is a connected person of the Company, the transaction under the Magazine Publication Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting and announcement requirements under Rules 14A.45 and 14A.47 of the Listing Rules, but does not require the approval of the Company's independent shareholders.
Details of the transaction will be included in the next published annual report and accounts of the Company.
MAGAZINE PUBLICATION AGREEMENT
Date: 3 July 2013
Parties: SCMPP and Kerry Communication
Transaction: SCMPP will publish two issues of "The Dress Circle" magazine for
Kerry Communication.
Service Fee: A maximum total service fee of approximately HK$1,440,000 (average HK$720,000 for each issue) would be payable by Kerry Communication to SCMPP under the Magazine Publication Agreement.
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The service fee was determined based on the editorial cost, project management cost, printing and other production costs involved in providing the services under the Magazine Publication Agreement. The service fee payable pursuant to the Magazine Publication Agreement is payable in cash or by cheque by the end of the month following the month in which SCMPP issued invoice.
COMPLIANCE WITH LISTING RULES
Kerry Group Limited is the ultimate holding company of the Company. As at the date of this announcement, Kerry Group Limited (through its subsidiaries and controlled corporations) was interested in 1,155,061,308 Shares, representing approximately 74% of the Company's issued share capital. Kerry Properties is a subsidiary of Kerry Group Limited and Kerry Communication is a subsidiary of Kerry Properties. Accordingly, Kerry Group Limited, Kerry Properties and Kerry Communication are connected persons (as defined in the Listing Rules) of the Company. The transaction under the Magazine Publication Agreement constitutes a connected transaction for the Company.
The consideration for the Magazine Publication Agreement is approximately
HK$1,440,000. As one or more of the relevant percentage ratios as defined under Rule
14.07 of the Listing Rules (other than the profit ratio) in respect of the transaction entered into pursuant to the Magazine Publication Agreement are more than 0.1% but less than
5%, the above transaction is subject to the reporting and announcement requirements
under Rules 14A.45 and 14A.47 of the Listing Rules, but does not require the approval of the Company's independent shareholders. Details of the transaction will be included in the next published annual report and accounts of the Company.
OPINION OF THE DIRECTORS
The terms of the Magazine Publication Agreement were arrived at after arm's length negotiations between the parties. The Directors, including independent non-executive Directors of the Company, are of the view that the above transaction is conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, is fair and reasonable so far as the Company and the shareholders of the Company are concerned and is in the interests of the Company and the shareholders of the Company as a whole.
INFORMATION ABOUT THE GROUP AND KERRY PROPERTIES
The Company is an investment holding company. The principal activities of the Group consist of the publishing, printing and distribution of the South China Morning Post, Sunday Morning Post, various magazines and other related print and digital publications. The Group is also involved in property investment through its subsidiaries.
SCMPP, a wholly-owned subsidiary of the Company, is in the newspaper and magazine publishing business. Publications include the South China Morning Post, Sunday Morning Post and other print and digital publications in Hong Kong.
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Kerry Properties is an investment holding company and is a subsidiary of Kerry Group Limited. Kerry Properties and its subsidiaries are principally engaged in property development, investment and management in Hong Kong, the PRC and the Asia Pacific region; logistics, freight and warehouse ownership and operations; and hotel ownership in Hong Kong, and hotel ownership and operations in the PRC. Kerry Communication, a subsidiary of Kerry Properties, is principally engaged in advertising agency.
REASONS FOR ENTERING INTO THE TRANSACTION
The provision of publication services is in the ordinary and usual course of business of the Group. The terms of the Magazine Publication Agreement were arrived at after arm's length negotiations between the parties. The Directors, including the independent non- executive Directors, consider that the transaction is conducted on normal commercial terms and is beneficial to the business of the Company and the interests of the shareholders of the Company as a whole.
OTHER INFORMATION
The Board has taken note that Ms. Kuok Hui Kwong, an Executive Director of the Company, had abstained from voting on the resolutions of the Board approving the transaction under the Magazine Publication Agreement with reference to the relevant requirements under the Bye-Laws of the Company and the Listing Rules.
DEFINITIONS
"Board" the board of directors of the Company including independent non-executive Directors
"Bye-Laws" the bye-laws of the Company as amended, supplemented or modified from time to time
"Company" SCMP Group Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Hong Kong Stock Exchange
"Directors" Directors of the Company including independent non- executive Directors
"Group" Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the People's
Republic of China
"Kerry Communication" Kerry Communication Limited, a subsidiary of Kerry
Properties
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"Kerry Properties" Kerry Properties Limited, a subsidiary of Kerry Group Limited and whose shares are listed on the Main Board of the Hong Kong Stock Exchange
"Listing Rules" Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
"Magazine Publication
Agreement"
Publication service agreement dated 3 July 2013 between
SCMPP and Kerry Communication
"PRC" The People's Republic of China
"SCMPP" South China Morning Post Publishers Limited, a wholly- owned subsidiary of the Company
"Share(s)" the ordinary share(s) of HK$0.10 each in the share capital of the Company
By Order of the Board Vera Leung Company Secretary
Hong Kong, 3 July 2013
As at the date hereof, the Board comprises: Non-executive Directors
Dr. David J. Pang (Chairman), Mr. Roberto V. Ongpin (Deputy Chairman)
and Tan Sri Dr. Khoo Kay Peng
Independent Non-executive Directors
Mr. Ronald J. Arculli, Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man
Executive Director
Ms. Kuok Hui Kwong

* For identification purpose only

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