TELECOM SERVICE ONE HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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.
Telecom Service One Holdings Limited電訊首科控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8145) CONTINUING CONNECTED TRANSACTIONS - TENANCY AGREEMENTS
On 10 July 2015, Marina as landlord entered into the New Tenancy Agreement with TSO (a wholly-owned subsidiary of the Company) as tenant in relation to the tenancy of the Property.
Marina is a wholly-owned subsidiary of East-Asia. East-Asia is indirectly wholly-owned by the Cheung Family Trust which indirectly holds 55% of the shares of the Company in issue. As such, each of East-Asia and Marina is a connected person of the Company under the GEM Listing Rules. Accordingly, the New Tenancy Agreement constitutes continuing connected transactions for the Company.
Pursuant to Rule 20.79 of the GEM Listing Rules, the transactions contemplated under the New Tenancy Agreement are required to be aggregated with the transactions under the Existing Tenancy Agreements (which are also continuing connected transactions for the Company). As all applicable percentage ratios in respect of the total annual rentals under the New Tenancy Agreement and the Existing Tenancy Agreements are less than 25% and such total annual rentals are less than HK$10,000,000, such tenancy agreements are exempt from the circular (including independent financial advice) and shareholders' approval requirements, but are subject to requirements regarding announcement, annual reporting and annual review under Chapter 20 of the GEM Listing Rules.
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Telecom Service One - Announcement
(10 July 2015)
The Board announces that on 10 July 2015, Marina as landlord entered into the New Tenancy Agreement with TSO (a wholly-owned subsidiary of the Company) as tenant in relation to the tenancy of the Property.
NEW TENANCY AGREEMENT DATED 10 JULY 2015
The principal terms of the New Tenancy Agreement are set out below. Landlord : Marina
Tenant : TSO
Property : Unit 1802 and Portion of Unit 1803, Shen Rong Building, No.1045 Fuqiang Road, Futian District, Shenzhen City, PRC
（中國深圳市福田區福強路 1045 號深榮大廈 1802 室及 1803 室部分）
Usage : repair centre
Saleable area : 1,475 sq. ft.
Term : from 10 July 2015 to 31 March 2017 (both dates inclusive) Rent : HK$13,152 per month
Deposit : HK$39,456
The aggregate annual caps for the New Tenancy Agreement and the Existing Tenancy Agreements based on the total annual rentals payable thereunder during their respective terms of tenancy for each of the years ending 31 March 2016 and 2017 will be as follows:
For the year ending 31 March | ||
2016 HK$'000 | 2017 HK$'000 | |
New Tenancy Agreement | 115 | 158 |
First Existing Tenancy Agreement | 866 | 866 |
Second Existing Tenancy Agreement | 462 | 462 |
Third Existing Tenancy Agreement | 1,318 | 1,318 |
Fourth Existing Tenancy Agreement | 222 | 222 |
Fifth Existing Tenancy Agreements | 452 | 462 |
Sixth Existing Tenancy Agreement | 609 | 254 |
Seventh Existing Tenancy Agreement | 154 | 51 |
Eighth Existing Tenancy Agreement | 352 | 352 |
Ninth Existing Tenancy Agreement | 466 | 466 |
Tenth Existing Tenancy Agreement | 1,987 | 1,987 |
Eleventh Existing Tenancy Agreement | 110 | 22 |
7,113 | 6,620 |
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Telecom Service One - Announcement
(10 July 2015)
Further details of the Existing Tenancy Agreements are as follows:
Address Landlord Date of tenancy agreement Term Monthly rent Usage and areaFirst Existing Tenancy Agreement
Unit 1807, 18/F., | ORL | 31 March | from 1 April | HK$72,200 per month | head office, repair |
Riley House, | 2015 | 2015 to 31 | (exclusive of | centre and | |
No.88 Lei Muk | March 2017 | government rates, | warehouse | ||
Road, Kwai Chung, | government rent and | ||||
New Territories, | building management | saleable area: | |||
Hong Kong | fee) | 5,511 sq. ft. |
Second Existing Tenancy Agreement
Unit B, 23/F., Kyoto | ORL | 30 June 2014 | from 1 July | HK$38,520 per month | repair centre |
Plaza, No.491-499 | 2014 to 31 | (exclusive of | |||
Lockhart Road, | March 2017 | management fee, | saleable area: | ||
Causeway Bay, | air-conditioning | 1,284 sq. ft. | |||
Hong Kong | charges, government | ||||
rates and government | |||||
rent) |
Third Existing Tenancy Agreement
Unit 1805 & Portion | GIL | 31 March | from 1 April | HK$109,840 per month | head office, repair |
B of Unit 1806, | 2015 | 2015 to 31 | (exclusive of | centre and | |
18/F, Riley House, | March 2017 | government rates, | warehouse | ||
No.88 Lei Muk | government rent and | ||||
Road, Kwai Chung, | management fee) | saleable area: | |||
New Territories, | 8,380 sq. ft. | ||||
Hong Kong |
Fourth Existing Tenancy Agreement
Portion of Unit A, | GEL | 30 June 2014 | from 1 July | HK$18,480 per month | repair centre |
23/F., Kyoto Plaza, | 2014 to 31 | (exclusive of | |||
No.491-499 | March 2017 | management fee, | saleable area: | ||
Lockhart Road, | air-conditioning | 616 sq. ft. | |||
Causeway Bay, | charges, government | ||||
Hong Kong | rates and government | ||||
rent) |
Fifth Existing Tenancy Agreements
Unit B, 15/F., | ORL | 31 July 2013 | from | HK$35,952 | repair centre |
Kyota Plaza, | 1 August | (exclusive of rates, | |||
No. 491-499 | 2013 to | management fees and | saleable area: | ||
Lockhart Road, | 31 July 2015 | all other outgoings) | 1,284 sq. ft. | ||
Causeway Bay, | |||||
Hong Kong | 31 March | from 1 | HK$38,520 per month | ||
2015 | August 2015 | (exclusive of | |||
to 31 March | government rates, | ||||
2017 | government rent and | ||||
management fee) |
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Telecom Service One - Announcement
(10 July 2015)
Address | Landlord | Date of tenancy agreement | Term | Monthly rent | Usage and area |
Sixth Existing Tenancy Agreement | |||||
Unit 1808, 18/F., Riley House, No.88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong | GIL | 31 July 2014 | from 1 September 2014 to 31 August 2016 | HK$50,760 per month (exclusive of government rates, government rent and building management fee) | head office, repair centre and warehouse saleable area: 3,875 sq. ft. |
Seventh Existing Tenancy Agreement | |||||
Rua de Pequim, n°s 170-174, Edificio Centro Commercial Kong Fat, 16° andar portion of D1 and E1, em Macau | HKMag | 31 July 2014 | from 1 August 2014 to 31 July 2016 | HK$12,810 per month (exclusive of building management fee) | repair centre saleable area: 915 sq. ft. |
Eighth Existing Tenancy Agreement | |||||
Unit 1005, 10/F., Ginza Plaza, No.2A Sai Yeung Choi Street South, Mongkok, Kowloon, Hong Kong | GEL | 31 March 2015 | from 1 April 2015 to 31 March 2017 | HK$29,336 per month (exclusive of government rates, government rent and building management fee) | repair centre saleable area: 772 sq. ft. |
Ninth Existing Tenancy Agreement | |||||
Unit 1006, 10/F., Ginza Plaza, No.2A Sai Yeung Choi Street South, Mongkok, Kowloon, Hong Kong | GIL | 31 March 2015 | from 1 April 2015 to 31 March 2017 | HK$38,798 per month (exclusive of government rates, government rent and building management fee) | repair centre saleable area: 1,021 sq. ft. |
Tenth Existing Tenancy Agreement | |||||
12/F., Ginza Plaza, No.2A Sai Yeung Choi Street South, Mongkok, Kowloon, Hong Kong | ORL | 31 March 2015 | from 1 April 2015 to 31 March 2017 | HK$165,566 per month (exclusive of building management fee and air-conditioning charges but inclusive of government rates and government rent) | repair centre saleable area: 4,357 sq. ft. |
Eleventh Existing Tenancy Agreement | |||||
Rotunda De S. Joao Bosco, No.63 Andar, J29 EDIF. Hoi Fu Garden, Macau | Mr. Cheung King Shek | 29 May 2015 | from 1 June 2015 to 31 May 2016 | HK$11,000 per month (exclusive of building management fee but inclusive of government rent) | staff quarter saleable area: 850 sq. ft. |
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Telecom Service One - Announcement
(10 July 2015)
REASONS FOR ENTERING INTO NEW TENANCY AGREEMENT
TSO entered into the New Tenancy Agreement to rent the Property for use as its repair centre in
Shenzhen and the Group considers that the Property is suitable for its business expansion.
The terms of the New Tenancy Agreement are arrived at after arm's length negotiation and are on normal commercial terms. The rentals under the New Tenancy Agreement were determined with reference to the prevailing market rent of similar properties in the nearby locations. The Directors (except the Cheung Brothers being the Directors who have material interests in the New Tenancy Agreement and who abstained from participating in the approval of the relevant board resolutions due to conflict of interest), including the independent non-executive Directors, considered that the terms of the New Tenancy Agreement are fair and reasonable and the New Tenancy Agreement is on normal commercial terms, in the ordinary and usual course of business of the Group, and in the interests of the Company and its shareholders as a whole.
Marina, a property holding company, is a wholly-owned subsidiary of East-Asia. East-Asia is indirectly wholly-owned by the Cheung Family Trust which indirectly holds 55% of the shares of the Company in issue. As such, each of East-Asia and Marina is a connected person of the Company under the GEM Listing Rules. Accordingly, the New Tenancy Agreement constitutes continuing connected transactions for the Company.
Pursuant to Rule 20.79 of the GEM Listing Rules, the transactions contemplated under the New Tenancy Agreement are required to be aggregated with the transactions under the Existing Tenancy Agreements (which are also continuing connected transactions for the Company). As all applicable percentage ratios in respect of the total annual rentals under the New Tenancy Agreement and the Existing Tenancy Agreements are less than 25% and such total annual rentals are less than HK$10,000,000, such tenancy agreement are exempt from the circular (including independent financial advice) and shareholders' approval requirements, but are subject to requirements regarding announcement, annual reporting and annual review under Chapter 20 of the GEM Listing Rules.
The Company is listed on the GEM and is principally engaged in investment holding. The principal activities of its subsidiaries (including TSO) are providing repair and refurbishment services for mobile phones and other personal electronic products as well as sale of related accessories therefor.
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Telecom Service One - Announcement
(10 July 2015)
TERMS USED IN THIS ANNOUNCEMENTIn this announcement, the following expressions have the following meanings unless the context requires otherwise:
"Board" | board of the Directors |
"Cheung Brothers" | Mr. Cheung King Shek, Mr. Cheung King Shan, Mr. Cheung King Chuen Bobby and Mr. Cheung King Fung Sunny |
"Cheung Family Trust" | a discretionary trust established for the benefit of certain family members of the Cheung family, the discretionary objects of which include the Cheung Brothers, all being Directors |
"Company" | Telecom Service One Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the GEM |
"Director(s)" | director(s) of the Company |
"East-Asia" | East-Asia Pacific Limited, a company incorporated in the British Virgin Islands with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
"Eighth Existing Tenancy Agreement" | the tenancy agreement dated 31 March 2015 entered into between GEL and TSO |
"Eleventh Existing Tenancy Agreement" | the tenancy agreement dated 29 May 2015 entered into between Mr. Cheung King Shek and TSO (Macau) |
"Existing Tenancy Agreements" | the First Existing Tenancy Agreement, the Second Existing Tenancy Agreement, the Third Existing Tenancy Agreement, the Fourth Existing Tenancy Agreement, the Fifth Existing Tenancy Agreements, the Sixth Existing Tenancy Agreement, the Seventh Existing Tenancy Agreement, the Eighth Existing Tenancy Agreement, the Ninth Existing Tenancy Agreement, the Tenth Existing Tenancy Agreement and the Eleventh Existing Tenancy Agreement |
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Telecom Service One - Announcement
(10 July 2015)
"Fifth Existing Tenancy Agreements" | the tenancy agreements dated 31 July 2013 and 31 March 2015 entered into between ORL and TSO |
"First Existing Tenancy Agreement" | the tenancy agreement dated 31 March 2015 entered into between ORL and TSO |
"Fourth Existing Tenancy Agreement" | the tenancy agreement dated 30 June 2014 entered into between GEL and TSO |
"GEL" | Glossy Enterprises Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
"GEM" | Growth Enterprise Market of the Stock Exchange |
"GEM Listing Rules" | the Rules Governing the Listing of Securities on the GEM |
"GIL" | Glossy Investment Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"HKMag" | H.K. Magnetronic Company Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Marina" | Marina Trading Inc., a company incorporated in the British Virgin Islands with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
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Telecom Service One - Announcement
(10 July 2015)
"New Tenancy Agreement" | the tenancy agreement dated 10 July 2015 entered into between Marina and TSO in relation to the tenancy of the Property |
"Ninth Existing Tenancy Agreement" | the tenancy agreement dated 31 March 2015 entered into between GIL and TSO |
"ORL" | Oceanic Rich Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Cheung Family Trust, and thus a connected person of the Company |
"PRC" | The People's Republic of China |
"Property" | Unit 1802 and Portion of Unit 1803, Shen Rong Building, No.1045 Fuqiang Road, Futian District, Shenzhen City, PRC （中國深圳市福田區福強路 1045 號深榮大廈 1802 室及 1803 室部分） |
"Second Existing Tenancy Agreement" | the tenancy agreement dated 30 June 2014 entered into between ORL and TSO |
"Seventh Existing Tenancy Agreement" | the tenancy agreement dated 31 July 2014 entered into between HKMag and TSO (Macau) |
"Sixth Existing Tenancy Agreement" | the tenancy agreement dated 31 July 2014 entered into between GIL and TSO |
"sq. ft." | square feet |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Tenth Existing Tenancy Agreement" | the tenancy agreement dated 31 March 2015 entered into between ORL and TSO |
"Third Existing Tenancy Agreement" | the tenancy agreement dated 31 March 2015 entered into between GIL and TSO |
"TSO" | Telecom Service One Limited, a company incorporated in Hong Kong with limited liability and wholly-owned by the Company |
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Telecom Service One - Announcement
(10 July 2015)
"TSO (Macau)" | Telecom Service One (Macau) Limited, a company incorporated in Macau with limited liability and wholly-owned by the Company |
"%" | per cent. |
Hong Kong, 10 July 2015
By order of the Board
Chairman
As at the date of this announcement, chairman of the Company and non-executive Director is Mr. Cheung King Shek; chief executive officer of the Company and executive Director is Mr. Cheung King Fung Sunny; non-executive Directors are Mr. Cheung King Shan and Mr. Cheung King Chuen Bobby; and independent non -executive Directors are Mr. Fong Ping, Ms. Kwok Yuen Man Marisa and Mr. Chu Kin Wang Peleus.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief: (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other matters the omission of which would make any statement herein or in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the "Latest Company Announcements" page on the GEM website at www.hkgem.com for at least 7 days from the day of its posting. This announcement will also be published on the Company's website at www.tso.cc.
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Telecom Service One - Announcement
(10 July 2015)
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