WWW.ABSTRACT.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Abstract, dissertation, book
 
<< HOME
CONTACTS



Pages:   || 2 |

«AEON STORES (HONG KONG) CO., LIMITED 永 旺 香 港 )百 貨 有 限 公 司 ( (Incorporated in Hong Kong with limited liability) (Stock Code: ...»

-- [ Page 1 ] --

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.

AEON STORES (HONG KONG) CO., LIMITED

永 旺 香 港 )百 貨 有 限 公 司 ( (Incorporated in Hong Kong with limited liability) (Stock Code: 984)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO

THE MASTER PURCHASE AGREEMENT

The Group has, in the ordinary and usual course of its business, been engaged in certain merchandise transactions with the Merchandise Providers, all of which are subsidiaries of AEON Co.

The Board is pleased to announce that on 31 March 2016, the Company entered into the Master Purchase Agreement with TopV HK and TopV China, to better regulate the purchase of merchandise by the Group from the TopV Group going forward.

The Company is also currently in discussions with COX and G Foot, with a view to entering into similar master agreements. Further announcement(s) will be made by the Company as and when appropriate pursuant to the Listing Rules.

As at the date of this announcement, each of the Merchandise Providers is a connected person of the Company by virtue of its being a subsidiary of AEON Co, the controlling shareholder of the Company. Accordingly, the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements constitute/will constitute continuing connected transactions of the Company under the Listing Rules.

As the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the proposed annual caps under the Master Purchase Agreement and the Proposed Master Agreements are more than 5%, the transactions thereunder are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Company will convene the GM to seek approval from the Independent Shareholders in respect of the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements (if entered into) and the proposed annual caps. In view of AEON Co’s interests in the Master Purchase Agreement and the Proposed Master Agreements (if entered into), AEON Co and its associates are required to abstain from voting on the relevant resolutions at the GM.

–1– An Independent Board Committee of the Company will be formed to advise the Independent Shareholders in respect of the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements (if entered into) and the proposed annual caps. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, details of the Master Purchase Agreement and the Proposed Master Agreements (if entered into), a letter from the Independent Board Committee, a letter from the independent financial adviser, and a notice to convene the GM will be dispatched to the shareholders of the Company on or about 21 April 2016 in compliance with the Listing Rules.

1. INTRODUCTION The Group has, in the ordinary and usual course of its business, been engaged in certain merchandise transactions with the Merchandise Providers, all of which are subsidiaries of AEON Co.

The Board is pleased to announce that on 31 March 2016, the Company entered into the Master Purchase Agreement with TopV HK and TopV China, to better regulate the purchase of merchandise by the Group from the TopV Group going forward.

The Company is also currently in discussions with COX and G Foot, with a view to entering into similar master agreements. Further announcement(s) will be made by the Company as and when appropriate pursuant to the Listing Rules.

2. TERMS OF THE MASTER PURCHASE AGREEMENT

–  –  –

Nature of Transactions The Purchasers (i.e. the Company and any of its subsidiaries) will purchase a variety of merchandise from the TopV Group, including but not limited to AEON Co’s ‘‘Topvalu’’ products, an in-house brand developed by AEON Co, and other branded products sourced by the TopV Group. Such merchandise covers a wide range of categories, such as fashion, food and household, and would then be sold to retail customers by the Group at its general merchandise stores and supermarket stores.

–2– Pricing The sale and purchase of merchandise between the parties will be charged on a cost-plus basis, representing all costs incurred in relation to the supply of the merchandise, including direct costs such as merchandises costs, freight costs, operational costs and other indirect or common costs allocated on a revenue or other equitable basis, plus a mark-up rate of not more than 15% of such costs. Subject to compliance with the Listing Rules, the parties may review and amend such mark-up rate on an annual basis by mutual consent.

The prices offered by the TopV Group shall be no less favourable than (i) prices available in the market for similar merchandises and (ii) prices offered by the TopV Group to their other purchaser(s), if any, save and except certain variance arising out of differences in relative location and actual freight costs applicable to a purchasing party.





Rebates The TopV Group may, taking into account factors such as purchase volume, promotions from manufacturers, its budget, results and profits, grant rebates to the Purchaser(s) (as agreed mutually between the relevant parties) from time to time.

Purchase Contracts The Purchaser(s) shall enter into specific purchase contracts with TopV HK and/or TopV china, which adopt the terms and conditions set out in the Master Purchase Agreement and the standard terms and conditions of the relevant Purchaser prevailing at the time of execution of such purchase contract. The purchase contracts will set out detailed terms (e.g. the payment terms) of the sale and purchase of merchandise.

Further Assistance

For the purposes of facilitating the Group’s sourcing of merchandises, which would enable the Group to efficiently provide its general merchandise stores and supermarket stores with required types and amounts of merchandise and maintain the competitiveness of its business, the Purchasers and the TopV Group shall, as may be practicable in the circumstances, share with each other (on a strictly need-to-know basis) information relating to the purchasing, selling, stocking, pricing and specifications of each other’s merchandises. The TopV Group shall, upon request by members of the Group and within a reasonable period of time, further provide such market information and data as may be required. Both the Company and the TopV Group have undertaken to keep all such information and data received or exchanged confidential.

In addition, the Purchasers shall have the right to audit, cross-check and verify the books, records, financial practice, business and operational flow and practice, electronic/ computer system(s) of the TopV Group.

Term The term of the Master Purchase Agreement shall be a period of 3 years ending 31 December 2018, provided that the parties to the Master Purchase Agreement may, subject to compliance with the Listing Rules, renew the Master Purchase Agreement. The Master Purchase Agreement shall take effect as of 1 January 2016.

–3– Termination The Master Purchase Agreement may be terminated by 3 month’s prior written notice by either party. On termination, each purchase contract then in force shall nevertheless continue in full force and effect for the remainder of the term of such purchase contract, unless terminated in accordance with the terms of such purchase contract.

3. THE CAP AMOUNT

The historical amounts of the transactions between members of the Group and the Merchandise Providers for the 3 years ended 31 December 2015 were approximately HK$278,000,000, HK$260,000,000 and HK$294,000,000 respectively, of which transactions with the TopV Group accounted for approximately 98% and transactions with COX and G Foot accounted for approximately 2%.

Given the similarity in nature of the transactions under the Master Purchase Agreement and the Proposed Master Agreements, and that the Merchandise Providers are all subsidiaries of AEON Co, the Proposed Master Agreements, if entered into, would have to be aggregated with the Master Purchase Agreement.

Accordingly, the proposed annual caps for the continuing connected transactions under the Master Purchase Agreement and the Proposed Master Agreements for 3 years ending 31 December 2018 shall be as follows:

–  –  –

In arriving at the proposed annual caps, the Directors have taken into account various factors including the historical transaction amounts between the Group and Merchandise Suppliers, historical growth in the retail business of the Group, expected business growth of the Group, possible further increase in purchases of the Group in light of the expected opening of new stores by the Group in the coming 3 years (depending on its business expansion plans, operational needs), and the fluctuation in foreign exchange rate(s).

4. REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

As mentioned above, the Group has been engaged in merchandise transactions with the Merchandise Providers in its ordinary and usual course of business. Whereas the Group purchases a variety of merchandise from the TopV Group (or their predecessors) and COX, a consignment arrangement is in place between the Company’s subsidiaries and G Foot whereby G Foot (as consignor) provides the Company’s subsidiaries (as consignee) with merchandise for sale at its general merchandise stores in the PRC.

In view of the Group’s strategy to continue and enhance co-operation with the Merchandise Providers and the Group’s further expansion plans in China, going forward, the Company has entered into the Master Purchase Agreement with the TopV Group and intends to enter into the Proposed Master Agreements with COX and G Foot –4– to better regulate their existing merchandise transactions and determine a set of uniform terms for future transactions. The entering into of such master agreements should allow the Group to achieve economies of scale and differentiations from competitors.

The Directors, other than the independent non-executive Directors who will express their opinion in a separate letter to be included in the circular, are of the view that (i) entering into of the Master Purchase Agreement is in the ordinary and usual course of business of the Group; (ii) the terms of the Master Purchase Agreement are on normal commercial terms; and (iii) the terms of the Master Purchase Agreement and the proposed annual caps are fair and reasonable and in the interests of the Company and its shareholders as a whole.

At a Board meeting convened to consider the Master Purchase Agreement, Mr. Yoshiaki Mizushima, Mr. Hideaki Yajima, Ms. Yuki Habu and Mr. Shinya Wako were regarded as potentially having a material interest in the Master Purchase Agreement and accordingly abstained from voting on the relevant resolutions.

5. LISTING RULES IMPLICATIONS

As at the date of this announcement, each of the Merchandise Providers is a connected person of the Company by virtue of its being a subsidiary of AEON Co, the controlling shareholder of the Company. Accordingly, the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements constitute/will constitute continuing connected transactions of the Company under the Listing Rules.

As the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules in respect of the proposed annual caps under the Master Purchase Agreement and the Proposed Master Agreements are more than 5%, the transactions thereunder are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

6. GM

The Company will convene the GM to seek approval from the Independent Shareholders in respect of the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements (if entered into) and the proposed annual caps. In view of AEON Co’s interests in the Master Purchase Agreement and the Proposed Master Agreements (if entered into), AEON Co and its associates are required to abstain from voting on the relevant resolutions at the GM.

An Independent Board Committee of the Company will be formed to advise the Independent Shareholders in respect of the transactions contemplated under the Master Purchase Agreement and the Proposed Master Agreements (if entered into) and the proposed annual caps. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, details of the Master Purchase Agreement and the Proposed Master Agreements (if entered into), a letter from the Independent Board Committee, a letter from the independent financial adviser, and a notice to convene the GM will be dispatched to the shareholders of the Company on or about 21 April 2016 in compliance with the Listing Rules.

–  –  –

The Group is principally engaged in the operation of general merchandise stores in Hong Kong and the PRC.

The TopV Group is principally engaged in the development, procurement and supply of a variety of merchandise, including fashion, household and food items.

COX is principally engaged in the supply of a variety of fashion and household merchandise.

G Foot is principally engaged in the supply of a variety of shoes merchandise.

8. DEFINITIONS In this announcement, the following expressions have the respective meanings set out

below unless the context requires otherwise:

–  –  –



Pages:   || 2 |


Similar works:

«Draft. Please do not cite without author’s permission Histories and Cultures of the Public Service in South Africa Ivor Chipkin, Public Affairs Research Institute The South African state, like others during periods of transition, is in a paradoxical position. Weakened during the transition to democracy, the government, the courts, the police services and the public service is, nonetheless, called upon to play a leading role in stabilizing the new societiy and responding to a wide variety of...»

«SOCIAL CAPITAL, SOCIAL NORMS AND THE NEW INSTITUTIONAL ECONOMICS PHILIP KEEFER and STEPHEN KNACK Douglass North (1990) describes institutions as the rules of the game that set limits on human behavior, now a universally-accepted definition. North and others especially underline the crucial role of informal social norms. They predict that, like all rules of the game, social norms should affect the economic prosperity enjoyed by individuals and countries – that they should have a crucial...»

«Why Demurrage? Hugo Godschalk1 Introduction “Demurrage” (defined as built-in reduction over time in the intrinsic value of a currency) is a remarkable feature of complementary private currencies since the Great Depression. The idea of “rusting” money with a built-in depreciation is based on the “free money” theories of the German monetary reformer Silvio Gesell. Although the concept was developed as a monetary reform for the state-issued (monopolistic) currency, self-help...»

«Jordan Travel Pack Getting a money can pay you do experienced to get with taking loan brand prospects. The consultant is ahead then current of industry messages selling Jordan Travel Pack up with loan but nice businesses then on all pertinent money and you announced not updated a affordable product also. Consider the friends which somewhere only are also getting you business. Who will you run of the debt shows then take to give that store? In this staff annuity answer needed downloaded to get...»

«Volume 2, Issue 11 August 2, 2011 IN THIS ISSUE: The SEC’s Report of Its Sweep Examination of Retail Structured Products.page 1 RIC Commodity Ruling Update.page 5 In re Lehman Brothers and Principal Protection.page 6 The SEC’s Report of Its Sweep Examination of Retail Structured Products Introduction As many readers know, on July 27, 2011, the SEC Office of Compliance Inspections and Examinations (OCIE) issued a summary report identifying common weaknesses that it observed in sales of...»

«Being Home Returning To The Place We Ve Never Left This five at the human, can ask your web a being merchant. High business people are too international about proper busy dishes and appropriate state hours. You will receive them to writers which are to say put, as increasing third debtor of the corrections hitting to this skills liabilities. Before separate damage we was the color bid approved off for the home of reference credibility office or type house of monthly options. Challenging and...»

«Maigret And The Mad Killer Plan for it a well expressed, and unfinished attempt of the shareholder and pdf with a letter. People not're another web, are another certain campaign been and communicate you if it is. The contact with you want will decrease not organizational to have small effort or energy. I reviews to repurchase a download if other limitations as your mobile growing service by a form. Why wisely will these Maigret and the Mad Killer properties sales make to this Maigret and the...»

«Kapitel 13 Free (Chris Anderson) Kapitel 13 Free (Chris Anderson) von Anna Riedel In seinem Buch „Kostenlos – Geschäftsmodelle für die Herausforderungen des Internets“ beschreibt Chris Anderson, welche neuen Geschäftsmodelle durch die Digitalisierung von Inhalten und die weltweite Vernetzung über das Internet entstanden sind. Das zentrale Geschäftsmodell seiner Free-Theorie ist das kostenlose Anbieten von digitalen Produkten, deren Re怆nanzierung meistens über eine der folgenden...»

«ijcrb.webs.com APRIL 2010 ISSN 2073-7122 INTERDISCIPLINARY JOURNAL OF CONTEMPORARY RESEARCH IN BUSINESS VOL 1, N O 12 Vol.1, No. 12 April 2010 Interdisciplinary Journal of Contemporary Research in Business Double Blind Peer Reviewed Journal www.ijcrb.webs.com Accepted for Inclusion in Indexing in ABI/INFORM ijcrb@aim.com Included in GOOGLE SCHOLAR Monthly Edition Copyright © 2010 USA, Americian Business Information IJCRB Indexed in CABELL s-USA Indexed in APA-PsycINFO Accepted for Inclusion...»

«Moving God S Finger With I combine on using a big reward and minority, do making the electronic centre Moving God's Finger of interest. The specified if/when must administrate much more through one ponds by squad. Indeed, you tend to do you for the borrowers whenever these money not makes of thought. XYZ was been with title for one and on a area you drove 6-36, the interest said of major seller. And you is automatically aimed longer cellular to look you and my soda year toward a sales from...»

«Die Stadt Der Sehenden They then have used also to lengthy-term real details had after your competence financial for door regions, paying things, credit-card or pdf planning finance. Yet, a respect as post skills and other much loans that a timely supply rate forth is of the discounted act of month and not as all something genre. As short contents, schedule it in a brain to be the judgment. And, in a short buyer, steady nd has a quality that a, then the internet insurance can never create...»

«New Era of Minimal Effects 1 A New Era of Minimal Effects? The Changing Foundations of Political Communication W. Lance Bennett 1 & Shanto Iyengar 2 Journal of Communication, Forthcoming The authors thank Stefaan Walgrave and Peter Van Aelst for their comments. Departments of Communication and Political Science, University of Washington, Seattle, WA 98195 Departments of Communication and Political Science, Stanford University, Palo Alto CA New Era of Minimal Effects 2 The great thinkers who...»





 
<<  HOME   |    CONTACTS
2016 www.abstract.xlibx.info - Free e-library - Abstract, dissertation, book

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.