SOCAM DEVELOPMENT LIMITED 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.
瑞安建業有限公司*
SOCAM Development Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 983)The Board announces that on 20 November 2015, the Company entered into the Consultancy Agreement with Mr. de Nys (an independent non-executive Director prior to the Re-designation), pursuant to which Mr. de Nys shall act as a consultant to provide certain consultancy services to the Company for an initial term of one year.
As Mr. de Nys is a Director and hence a connected person of the Company, the entering into of the Consultancy Agreement between the Company and Mr. de Nys constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As an applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the consultancy fee payable to Mr. de Nys under the Consultancy Agreement exceeds 0.1% but is below 5%, this connected transaction is subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders' approval requirements under Chapter 14A of the Listing Rules.
The Board also announces that, with effect from 20 November 2015, Mr. de Nys has been re-designated from the role of independent non-executive Director to non-executive Director.
Following the Re-designation, Mr. de Nys has stepped down as a member of the Nomination Committee with effect from 20 November 2015. Ms. Li Hoi Lun, Helen, an independent non-executive Director, has been appointed as a member of the Nomination Committee with effect from the same date.
The Consultancy Agreement
20 November 2015
the Company; and
Mr. de Nys (being an independent non-executive Director prior to the Re-designation)
Subject matterThe Company entered into the Consultancy Agreement with Mr. de Nys with respect to his engagement as a consultant to provide (among others) the following services:-
to conduct a critical review of the business, operating and financial position of the Group;
to review strategically the future direction of the Group;
to develop appropriate action plans for immediate implementation;
to monitor closely and follow through the implementation of the agreed action plans; and
to keep the Board updated of the progress and results of the assignment as and when appropriate.
Term
The engagement shall be for an initial term of one year (which may be extended by mutual agreement) commencing on the date of signing of the Consultancy Agreement until the earlier of: (i) the completion of the assignment tasked to Mr. de Nys under the Consultancy Agreement; and (ii) the termination of this engagement by either party by giving at least one month's prior notice in writing to the other party.
Pursuant to the terms of the Consultancy Agreement, the Company shall pay a consultancy fee to Mr. de Nys based on an hourly rate of HK$7,500, subject to a cap of HK$50,000 per day and an overall cap of HK$4,500,000.
The consultancy fee was determined based on the fee scale for similar consultancy services offered by independent third parties in the market, taking into account the expertise and experience of Mr. de Nys.
Reasons for and benefits of engagement of the consultancy services
Mr. de Nys has been tasked by the Board with the assignment to lead a study on the Group. The entering into of the Consultancy Agreement with Mr. de Nys is to formalise his engagement as the Company's consultant in providing such services. The Directors believe that the engagement of Mr. de Nys for provision of the consultancy services pursuant to the Consultancy Agreement can assist the Company in developing and implementation of appropriate action plans for strengthening its operating and financial conditions.
The Directors (including the independent non-executive Directors) consider that the terms of the Consultancy Agreement are fair and reasonable, and the transaction thereunder is on normal commercial terms, in the ordinary and usual course of business of the Group and is in the interests of the Company and its shareholders as a whole.
Listing rules implications
As Mr. de Nys is a Director and hence a connected person of the Company, the entering into of the Consultancy Agreement between the Company and Mr. de Nys constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As an applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the consultancy fee payable to Mr. de Nys under the Consultancy Agreement exceeds 0.1% but is below 5%, this connected transaction is subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders' approval requirements under Chapter 14A of the Listing Rules.
In view of his interest in the Consultancy Agreement, Mr. de Nys had abstained from voting on the resolutions passed by the Board to approve the Consultancy Agreement. As no other Directors has a material interest in the Consultancy Agreement, none of them was required to abstain from voting on the resolutions passed by the Board in connection therewith.
The Board also announces that, with effect from 20 November 2015, Mr. de Nys has been re-designated from the role of independent non-executive Director to non-executive Director (the 'Re-designation').
Mr. de Nys, aged 72, was appointed an independent non-executive Director in August 2007. He is also the Chairman of the Finance Committee and a member of the Audit Committee of the Board. He joined the Shui On Group in 1978 as managing director of the Construction Materials Division and subsequently also assumed the position of managing director of the Construction and Contracting Division, and was appointed Deputy Chairman and Chief Executive of the then publicly listed Shui On (Contractors) Limited in 1988. He left the Shui On Group in 1991 and returned to Australia to set up his own businesses in home building and the leisure industry. In 1994, Mr. de Nys joined the IMC Pan Asia Alliance Group assuming chief executive roles in its subsidiaries and had worked in its Thailand and Singapore offices. He retired from executive responsibilities of the IMC Group in 2006. He is currently a director of the IMC Resources Group in Australia and the Chairman of the Group Audit Committee of IMC Pan Asia Alliance Corporation. He is also a non-executive director of Horizon Oil Limited and, between October 2009 and May 2014, was the
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