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DIRECTORS’ SERVICE CONTRACTS

In document KEE HOLDINGS COMPANY LIMITED (Page 127-130)

AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF

18 COMPARATIVE FIGURES

7. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries or associated companies which:

(i) (including both continuous and fixed term contracts) have been entered into or amended within six months before the commencement of the Offer Period;

(ii) are continuous contracts with a notice period of 12 months or more; and

(iii) are fixed term contracts with more than 12 months to run irrespective of the notice period.

8. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

9. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business carried on or intended to be carried on by the Group) have been entered into by members of the Group within the two years immediately preceding the date of the MOU Announcement and up to the Latest Practicable Date which are or may be material:

(a) the HK Lease Agreement; (b) the PRC Lease Agreement; (c) the Shareholders’ Agreement;

(d) the lease renewal agreement dated 28 December 2015 and entered into between Mr. Xu Xipeng and Mr. Xu Xinan as lessors and KEE Guangdong as lessee in relation to the renewal of the lease for the production base in Foshan City of Guangdong Province for a further term of three years from 1 January 2016 to 31 December 2018 at a monthly rent of RMB310,000;

(e) the letter of agreement dated 18 December 2015 and entered into between KEE Zippers and Classic Winner, pursuant to which KEE Zippers and Classic Winner agreed that the rent to be payable by KEE Zippers throughout the extended term of the HK Lease Agreement shall be determined according to the prevailing open market rent under the valuation report to be prepared by an independent professional valuer to be engaged by KEE Zippers or its holding company;

(f) the Disposal Agreements (as supplemented by the extension letters dated 27 November 2015);

(g) the structured deposit agreement dated 4 March 2015 entered into between KEE Guangdong as the subscriber and Industrial Bank Co., Limited as the bank in relation to the subscription of principal-preservation and floating income structured deposit product of RMB12,000,000 at a subscription amount of RMB12,000,000;

(h) the master agreement dated 18 July 2014 entered into between 上海翎峰貿易有限公 司 (Shanghai Lingfeng Trading Company Limited#

) (“Lingfeng Trading”) and KEE Guangdong pursuant to which Lingfeng Trading and 蘇州德峰紡織品有限公司

(Suzhou Defeng Textile Company Limited#) would (i) provide the processing services in connection with flat knit rib to KEE Guangdong; (ii) sell flat knit ribs to KEE Guangdong and/or (iii) supply equipment or spare parts to KEE Guangdong on an ongoing or continuing basis for three years ending 31 December 2016 based on the fair market value; and

(i) the agreement for sale and purchase dated 22 November 2013 entered into between KEE Zippers as the purchaser and Billion Wave Development Limited as the vendor in relation to the acquisition of Unit B on 16th Floor, No.1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong by the purchaser for a cash consideration of HK$19,967,220.

10. EXPERTS AND CONSENT

The following is the qualification of the expert who has given an opinion or advice contained in this Response Document:

Name Qualification

BOSC International Company Limited (“BOSC

International”)

Licenced Corporation to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO

Hills & Co.(君道律師事務所) PRC qualified lawyers

Each of BOSC International and Hills & Co. has given and has not withdrawn respective written consent to the issue of this Response Document with the inclusion of its letter or report and/or reference to its name (as the case may be) in the form and context in which it respectively appears.

Each of BOSC International and Hills & Co. did not have any interests, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2014, the date to which the latest published audited consolidated financial statements of the Group were made up.

Each of BOSC International and Hills & Co. did not have any shareholding in the Company or any of its subsidiaries or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

11. MISCELLANEOUS

(a) The registered office of the Company is located at 3rd Floor, Queensgate House, 113 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(b) The principal place of business of the Company in Hong Kong is Unit B, 16/F., YHC Tower No. 1, Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong. (c) The Company’s Hong Kong branch share registrar and transfer office of the

Company is Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

(d) The joint company secretaries of the Company are Mr. Xu Haizhou and Ms. Li Yan Wing, Rita. Mr. Xu Haizhou does not possess the specified qualifications as required under Rules 3.28 and 8.17 of the Listing Rules. The Stock Exchange had granted on 22 June 2012 a waiver from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules in relation to Mr. Xu Haizhou’s eligibility to act as the joint company secretary for a three-year period starting from 29 June 2012, on the condition that, among other things, Mr. Xu Haizhou had been assisted by Ms. Li Yan Wing, Rita during the waiver period. Ms. Li Yan Wing, Rita is an associate of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries. The Stock Exchange had issued a letter on 24 June 2015 agreeing that Mr. Xu Haizhou was qualified to act as the Company Secretary of the Company under Rule 3.28 of the Listing Rules.

(e) The English text of this Response Document shall prevail over the Chinese text.

12. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection (i) on the website of the Company (http://kee.com.cn) and the website of the SFC (http://www.sfc.hk); and (ii) at the principal place of business of the Company in Hong Kong at Unit B, 16/F., YHC Tower Nos. 1, Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong during normal business hours from 9:00 a.m. to 5:30 p.m. on any business day from the date of this Response Document up to and including the Closing Date:

(a) the memorandum and articles of association of the Company;

(b) the annual reports of the Company for each of the two financial years ended 31 December 2014;

(c) the letter from the Board, the text of which is set out on pages 10 to 20 in this Response Document;

(d) the letter from the Code IBC, the text of which is set out on pages 21 to 22 in this Response Document;

(e) the letter from BOSC International to the Code IBC, the Independent Shareholders and the Optionholders, the text of which is set out on pages 23 to 47 in this Response Document;

(f) the material contracts referred to under the paragraph “Material contracts” in this appendix; and

(g) the written consent from the experts referred to under the paragraph headed “Experts and consent” in this appendix.

In document KEE HOLDINGS COMPANY LIMITED (Page 127-130)