TOP GLORY INT'L<0268> - Announcement
The Stock Exchange of Hong Kong Limited takes no responsibility for
the contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.
TOP GLORY INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
CONNECTED TRANSACTIONS
Lease renewal of certain floors of office space in Top Glory Tower
A wholly-owned subsidiary of the Company had entered into 6
separate tenancy agreements with Top Glory Holding Company Limited
and its associates (as defined in the Listing Rules) for the renewal
of the lease of certain floors of office space in Top Glory Tower,
the Company's office tower in Causeway Bay for a initial period of 2
years from 1st January, 2000 to 31st December, 2001 at an aggregate
lease rental of HK$12,369,696.00 with an option to renew the
respective tenancies for another period of 2 years from 1st January,
2002 to 31st December, 2003 at an aggregate lease rental of
HK$14,225,150.40 .
The terms of the tenancy agreements were determined after arm's
length negotiations and were on normal commercial terms.
Since the tenants are the Company's substantial shareholder and its
associates (as defined in the Listing Rules), the tenancy agreements
are connected transactions for the Company under the Listing Rules.
The Company will include details of the transaction in its next
published annual report and accounts.
Tenancy Agreements
1. The tenancy agreement dated 21st February, 2000 between Bapton and
Top Glory Holding Company Limited (`Agreement 1')
Parties to Agreement 1
(1) Landlord: Bapton Company Limited
(`Bapton'), a wholly-owned
subsidiary of the
Company.
(2) Tenant: Top Glory Holding Company
Limited (`TGH'), an
intermediate holding company
of the Company, which
together with its associates
(as defined in the Listing
Rules) as at the date hereof
beneficially owns
approximately 56.58% of the
issued share capital of the Company.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: 33rd Floor, Top Glory Tower,
having a gross floor area of
6,382 square feet
Rental: For the 1st two years at
HK$140,404.00 per month For
the 3rd and 4th years at
HK$161,464.60 per month
The aggregate rental payable by TGH for the whole tenancy period is
HK$7,244,846.60. Rental is payable on the first day of each and every
successive calendar month commencing on 1st January, 2000 and is
exclusive of maintenance and management charges and government rates.
Agreement 1 was entered into to renew the previous 6-year lease of
the premises, which had expired on 31st December, 1999.
2. The tenancy agreement dated 21st February, 2000 between Bapton and
Top Glory Sugar Company Limited (`Agreement 2')
Parties to Agreement 2
(1) Landlord: Bapton
(2) Tenant: Top Glory Sugar Company
Limited (`TG Sugar'), a
60%-owned subsidiary of TGH.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: Room 2802, 28th Floor, Top
Glory Tower, having a gross
floor area of 3,348 square feet
Rental: For the 1st two years at
HK$73,656.00 per month For
the 3rd and 4th years at
HK$84,704.40 per month
The aggregate rental payable by TG Sugar for the whole tenancy
period is HK$3,800,649.60. Rental is payable on the first day of each
and every successive calendar month commencing on 1st January, 2000
and is exclusive of maintenance and management charges and government
rates. Agreement 2 was entered into to renew the previous 6-year
lease of the premises, which had expired on 31st December, 1999.
3. The tenancy agreement dated 21st February, 2000 between Bapton and
Top Glory Shipping Company Limited (`Agreement 3')
Parties to Agreement 3
(1) Landlord: Bapton
(2) Tenant: Top Glory Shipping Company
Limited (`TG Shipping'), a
wholly-owned subsidiary of
China National Cereals, Oils
& Foodstuffs Import & Export
Corporation (`COFCO'), which
is the ultimate holding
company of the Company.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: 27th Floor, Top Glory Tower,
having a gross floor area of
6,352 square feet
Rental: For the 1st two years at
HK$139,744.00 per month For
the 3rd and 4th years at
HK$160,705.60 per month
The aggregate rental payable by TG Shipping for the whole tenancy
period is HK$7,210,790.40. Rental is payable on the first day of each
and every successive calendar month commencing on 1st January, 2000
and is exclusive of maintenance and management charges and government
rates. Agreement 3 was entered into to renew the previous 6-year
lease of the premises, which had expired on 31st December, 1999.
4. The tenancy agreement dated 21st February, 2000 between Bapton and
Gloria International Hotels Limited (`Agreement 4')
Parties to Agreement 4
(1) Landlord: Bapton
(2) Tenant: Gloria International Hotels
Limited (`GIH'), a 65%-owned
subsidiary of TGH.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: Room 2203, 22nd Floor, Top
Glory Tower, having a gross
floor area of 1,728 square feet
Rental: For the 1st two years at
HK$34,560.00 per month For
the 3rd and 4th years at
HK$39,744.00 per month
The aggregate rental payable by GIH for the whole tenancy period is
HK$1,783,296.00. Rental is payable on the first day of each and every
successive calendar month commencing on 1st January, 2000 and is
exclusive of maintenance and management charges and government rates.
Agreement 4 was entered into to renew the previous 2-year lease of
the premises, which had expired on 30th September, 1998 and to
convert the licence arrangement for GIH to occupy the premises since
1st October, 1998 into a 2-year lease with an option to renew for a
further 2 years.
5. The tenancy agreement dated 21st February, 2000 between Bapton and
Grand Silver Holdings Limited (`Agreement 5')
Parties to Agreement 5
(1) Landlord: Bapton
(2) Tenant: Grand Silver Holdings Limited
(`Grand Silver'), a
wholly-owned subsidiary of TGH.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: Room 1802, 18th Floor, Top
Glory Tower, having a gross
floor area of 2,909 square feet
Rental: For the 1st two years at
HK$58,180.00 per month For
the 3rd and 4th years at
HK$66,907.00 per month
The aggregate rental payable by Grand Silver for the whole tenancy
period is HK$3,002,088.00. Rental is payable on the first day of each
and every successive calendar month commencing on 1st January, 2000
and is exclusive of maintenance and management charges and government
rates. Agreement 5 was entered into to renew the 6-year lease of the
premises, which had expired on 31st December, 1999.
6. The tenancy agreement dated 21st February, 2000 between Bapton and
Ceroilfood Finance Limited (`Agreement 6')
Parties to Agreement 6
(1) Landlord: Bapton
(2) Tenant: Ceroilfood Finance Limited
(`COFCO Finance'), a
wholly-owned subsidiary of
COFCO, which is the ultimate
holding company of the Company.
Terms of agreement
Period of tenancy: 2 years from 1st January,
2000 to 31st December, 2001
with an option to renew for
another period of 2 years
from 1st January, 2002 to
31st December, 2003.
Premises rented: Room 1801, 18th Floor, Top
Glory Tower, having a gross
floor area of 3,443 square feet
Rental: For the 1st two years at
HK$68,860.00 per month For
the 3rd and 4th years at
HK$79,189.00 per month
The aggregate rental payable by COFCO Finance for the whole tenancy
period is HK$3,553,176.00. Rental is payable on the first day of each
and every successive calendar month commencing on 1st January, 2000
and is exclusive of maintenance and management charges and government
rates. Agreement 6 was entered into to renew the previous 6-year
lease of the premises, which had expired on 31st December, 1999.
The terms of each of Agreement 1, Agreement 2, Agreement 3,
Agreement 4, Agreement 5 and Agreement 6 (collectively the `Tenancy
Agreements') and the rental payable by the respective tenants were
agreed after arm's length negotiations and were considered to be on
normal commercial terms with reference to the market rental of office
premises of similar grade in the vicinity of Top Glory Tower. The
terms of the respective Tenancy Agreements have been approved and
ratified by directors (including the independent non-executive
directors) of the Company.
Aggregate Rental
The aggregate rental receivable by Bapton during the period from 1st
January, 2000 to 31st December, 2001 relating to the Tenancy
Agreements amounts to HK$12,369,696.00. In the event, all the
respective tenants exercise the option to renew for another period of
2 years, the aggregate rental receivable by Bapton during the period
from 1st January, 2002 to 31st December, 2003 will amount to
HK$14,225,150.40. The directors of the Company consider that the
rental charged in respect of the Tenancy Agreements to be fair and
reasonable and comparable with the market rental of office premise of
similar grade in the vicinity of Top Glory Tower.
Information on the Company and Top Glory Tower
The Company is an investment holding company. Through its
subsidiaries, it is principally engaged in property development and
investment, hotel ownership and operations, food processing and
related businesses.
The sole asset of Bapton is the property known as Top Glory Tower
located at 262 Gloucester Road, Causeway Bay, Hong Kong. Top Glory
Tower is a 32-storey commercial building having a total gross floor
area of approximately 169,000 square feet.
Connected Persons
As at the date hereof, TGH, directly and indirectly, holds
approximately 56.58% of the issued share capital of the Company.
Pursuant to the Listing Rules, TGH is a substantial shareholder of
the Company. TG Sugar, GIH and Grand Silver are respectively
subsidiaries of TGH. According to the Listing Rules, a transaction
between a substantial shareholder of the Company or the substantial
shareholder's subsidiary and the Company's subsidiary is a connected
transaction.
As at the date hereof, COFCO indirectly holds approximately 56.58%
of the issued share capital of the Company and is therefore, a
substantial shareholder of the Company. Pursuant to the Listing
Rules, TG Shipping and COFCO Finance, being wholly-owned subsidiaries
of COFCO, are associates (as defined in the Listing Rules) of COFCO.
According to the Listing Rules, a transaction between an associate of
a substantial shareholder of the Company and a subsidiary of the
Company is a connected transaction.
Accordingly, the Tenancy Agreements constitute connected
transactions for the Company.
Details of the Tenancy Agreements, as required under the Listing
Rules, will be disclosed in the Company's next annual report and
accounts.
By order of the Board
TopGlory International Holdings Limited
Xue Guoping
Vice-Chairman & Managing Director
Hong Kong, 28th February, 2000
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