2015 — Page 134

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

28

MATERIAL RELATED PARTY AND CONNECTED TRANSACTIONS (Continued)

(b)

(c)

Other material related party and connected transactions (Continued)

(xiv)

(xv)

(xvi)

In October 2015, the Group appointed HLD Sub B as the sales manager of the Proposed TCS Development for a term of three years commencing from the date of the first initial sale of any residential units of the Proposed TCS Development in consideration of a sales fee of 0.5% of the gross proceeds of sale (but excluding those sale and purchase agreements which were effected by third party sales agent(s)) subject to the annual ceilings for the year ended 31 December 2015 of HK$700,000, and for the years ending 31 December 2016, 31 December 2017 and 31 December 2018 of HK$2,000,000, HK$600,000 and HK$200,000 respectively. No cost has been charged for the year ended 31 December 2015.

In October 2015, the Group entered into a letter agreement with HLD Sub B and appointed HLD Sub B as the agent of the Group to lease certain shops and spaces of Miramar Shopping Centre for the marketing services of the TCS Property for the period from 5 November 2015 to the earlier of 4 January 2017 and the date on which the last residential unit in the TCS Property is sold, subject to the respective ceilings of HK$2,000,000 for the period from 5 November 2015 to 31 December 2015 and HK$3,600,000 for the period from 1 January 2016 to 4 January 2017.

A total fee of HK$1,776,000 was charged to the Group for the year. At 31 December 2015, an amount of HK$1,677,000 remained unpaid and was included in trade and other payables.

At 31 December 2015, HLD, a substantial shareholder (as defined in the Listing Rules) of the Company is interested in approximately 33.41% (2014: 33.33%) of the total number of issued shares of the Company.

Dr. Lee Shau Kee, being a director of the Company, is deemed to have interested in the above transactions as a substantial shareholder of HLD.

To the extent the above transactions constituted connected transactions (as defined in the Listing Rules), the Group had complied with the relevant requirements under Chapter 14A of the Listing Rules.

Applicability of the Listing Rules relating to connected transactions

The related party transactions in respect of notes 28(b)(vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv) and (xv) above constitute connected transactions and/or continuing connected transactions (as defined in Chapter 14A of the Listing Rules). The disclosures required by Chapter 14A of the Listing Rules are provided in the paragraph headed "Connected Transactions" in the Report of the Directors as set out in the Company's annual report for the year ended 31 December 2015.

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Hong Kong Ferry (Holdings) Company Limited Annual Report 2015