1.

NEW BUSINESS FACILITIES AGREEMENT

Date : 30th April 2004
Parties : NTGM and the Company
Term : From 1st April 2004 to 31st March 2005 with
an option to the Company to renew for further
periods of 12 months by the Company giving
to NTGM not less than 2 months notice prior
to the expiration of the term.
Service Fees : HKD510,000 per month including all charges
such as management fees, government rates,
air conditioning, etc. (i.e. HKD6,120,000 per
annum representing approximately 1.70% of
t he t ot al market capi t al i sat i on of t he
Company.)
Subject Matter : Pursuant to the New Business Facilities
Agreement, NTGM has agreed to:
(i) grant a licence to the Company to occupy
an area within the Property, which is
owned by NTGM, with a gross floor area
of approximately 7,200 square feet.
(ii) grant a licence to the Company to use
public areas and facilities within the
Property designated by NTGM from time
to time.
(iii) provi de t he busi ness faci l i t i es and
services described in the schedule to the
New Business Facilities Agreement,
which services include the provision of
office equipment, office services and
outgoings, office facilities and utilities.
2. BACKGROUND AND REASON FOR THE TRANSACTION
The Company is an investment holding company. The Group is
principally engaged in the business of manufacturing of liquid crystal
display panels. NTGM is a wholly owned subsidiary of the controlling
shareholder of the Company, NTEI.
Reference is made to the announcement of the Company dated 17th
April 2003 in relation to the Previous Business Facilities Agreement
under which NTGM agreed to provide the Company with various
business facilities services. As the Company requires more office
space for future expansion, NTGM and the Company have entered
into a New Business Facilities Agreement for a period of 12 months
commencing on 1st April 2004. The total gross floor area of the
Property licenced by NTGM to the Company is increased from 4,500
square feet under the Previous Business Facilities Agreement to 7,200
square f eet under t he New Busi ness Faci l i t i es Agreement .
Accordingly, the Company and NTGM have mutually agreed to
terminate the Previous Business Facilities Agreement with effect from
1st April 2004 without any compensation.
The Group has been occupying part of the Property amounted to
approximately 4,500 square feet as its offices since August 2001.
The Directors considered that using these services instead of the
Company setting up its own office facilities will be more economical
and is therefore in the Companys best interest to enter into the New
Business Facilities Agreement.
The terms and conditions of the New Business Facilities Agreement
are determined by NTGM and the Company on an arms length basis
and in the ordinary course of business taking into account the cost of
NTGM in providing such services to the Company and an valuation
report by a qualified independent valuer, LCH (Asia-Pacific)
Surveyors Limited, on the fair licence fee under the New Business
Facilities Agreement.
3. GENERAL
As NTGM is a wholly owned subsidiary of the controlling shareholder
of the Company, NTEI. Therefore, the New Business Facilities
Agreement constitutes a connected transaction under Chapter 14A of
the Listing Rules.
Since the total annual service fees payable by the Company under
the New Business Facilities Agreement is less than 2.5% of the
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 however arising from or in reliance upon the whole or any part of the contents of
this announcement.
J.I.C. TECHNOLOGY COMPANY LIMITED
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 987)
Connected Transaction
Reference is made to the announcement of the Company dated 17th April 2003 in relation to the Previous Business Facilities Agreement under which
NTGM agreed to provide the Company with various business facilities services. As the Company requires more office space for expansion, NTGM and the
Company have entered into a New Business Facilities Agreement for a period of 12 months commencing on 1st April 2004. The Previous Business
Facilities Agreement, which is due to expire on 30th May 2004 was accordingly terminated.
NTGM is a wholly owned subsidiary of the controlling shareholder of the Company, NTEI. Therefore, the New Business Facilities Agreement constitutes a
connected transaction under Chapter 14A of the Listing Rules.
The terms and conditions of the New Business Facilities Agreement are reached on an arms length basis and are entered into in the ordinary and usual
course of business of the Group on normal commercial terms. The Directors, including the independent non-executive directors of the Company, are of the
opinions that the terms and conditions of the New Business Facilities Agreement are fair and reasonable as far as the shareholders are concerned.
Since the total annual service fees payable by the Company under the New Business Facilities Agreement is less than 2.5% of the applicable percentage
ratios of the Company under Rule 14.07 of the Listing Rules, no independent shareholders approval is required pursuant to Rule 14A.32 of the Listing
Rules. Details of the New Business Facilities Agreement will be included in the next published annual report and accounts of the Company in accordance
with Rule 14A.45 of the Listing Rules.
applicable percentage ratios of the Company under Rule 14.07 of the
Listing Rules, no independent shareholders approval is required
pursuant to Rule 14A.32 of the Listing Rules. Details of the New
Business Facilities Agreement are being disclosed in accordance with
Rule 14A.45 of the Listing Rules. The Directors including the
independent non-executive directors of the Company consider:
(a) the terms and conditions of the New Business Facilities
Agreement are fair and reasonable, and in the interest of the
shareholders of the Company and the Company; and
(b) the New Business Facilities Agreement are entered into in the
ordi nary and usual course of busi ness and on normal
commercial terms.
Details of the New Business Facilities Agreement are required to be
disclosed by way of press announcement. Details of the New Business
Facilities Agreement will be included in the next published annual
report and accounts of the Company in accordance with Rule 14A.45
of the Listing Rules.
MEMBERS OF THE BOARD OF DIRECTORS
As at the date of this announcement, the members of the Board are as
follows:
Executive Directors:
Seitaro Furukawa
Li Shi Yuen, Joseph
Chui Kam Wai
Non-Executive Directors:
Koo Ming Kown
Tadao Murakami
Wong Toe Yeung
Independent Non-Executive Directors:
Cham Yau Nam
Leung Wai Hung
Cheng Chi Heng
DEFINITIONS
In this announcement, the following expressions have the meanings set out
below unless the context requires otherwise:
Board The Board of directors
Company J. I. C. Technology Company Limited, a company
incorporated in Cayman Islands with limited liability,
the shares of which are listed on the Stock Exchange
Director(s) Director(s) of the Company
Group The Company and its subsidiaries
HKD Hong Kong dollars, the lawful currency of Hong Kong
Listing Rules The Rules Governing the Listing of Securities on the
Stock Exchange
New Business The busi ness faci l i t i es agreement ent ered i nt o
Facilities between the Company and NTGM dated 30th April
Agreement 2004
NTEI Nam Tai Electronics, Inc., the controlling shareholder
of the Company holding 74.8% of the issued ordinary
shares of the Company and whose shares are listed on
the New York Stock Exchange
NTGM Nam Tai Group Management Limited
Previous The busi ness faci l i t i es agreement ent ered i nt o
Business between the Company and NTGM dated 16th April
Facilities 2003 for a term of 12 months from 31st May 2003
Agreement to 30th May 2004.
Property 15th Floor, China Merchants Tower, Shun Tak Centre,
168-200 Connaught Road Central, Hong Kong
Stock Exchange The Stock Exchange of Hong Kong Limited
By Order of the Board
Wah Wang Kei, Jackie
Company Secretary
Hong Kong, 3 May 2004