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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.
The Most Recent Board Meeting was attended by Mr. Leung Pak To, a non-executive
Director, and Mr. Chan Yuk Sang, Mr. Cheng Yuk Wo and Dr. Lam Lee G all of whom are
independent non-executive Directors (the Attending Directors). Neither Ms. Zhang, an
executive Director, nor Mr. Wen Di, a non-executive Director, attended the Most Recent Board
Meeting. Ms. Zhang requested absence of attendance of the Most Recent Board Meeting due to
hospitalization.
In the light of the above, it was resolved at the Most Recent Board Meeting that the special
committee established at the Board meeting held on 19 November 2015 (the Special
Committee) to protect the Companys interest and assets will now also manage the day-today business of the Company until when decided further by the Board. The Special Committee
comprises all Attending Directors and it is of the view that the unavailability of Mr. Shan does
not materially affect the business of the Company.
As at the date of this announcement, apart from a deposit of RMB71 million held by Xiamen
Sunflower Mingde Business Service Co. Ltd. (Xiamen
Sunflower), a wholly-owned subsidiary of the Company, with Bank of China Xiamen Hi-Tech
Park Branch (the Bank), representing approximately 9.7% of the Companys total assets as at
30 June 2015 (see paragraph (4) below), all the assets of the Company are in Hong Kong.
(2) POTENTIAL CONTINUING CONNECTED TRANSACTION
The Company would also like to inform shareholders of the Company that the Attending
Directors became aware on 9 October 2015 that a tenancy agreement (the Tenancy
Agreement) was entered into on 1 August 2015 between a company in which Mr. Shan and
Ms. Zhang indirectly hold equity interest of 35% and 51.83% respectively, namely Xiamen
Cross-Strait Financial Assets Trading Centre Company Limited*
(Xiamen Cross-Strait), as the lessor, and Xiamen Sunflower as the lessee.
A copy of the Tenancy Agreement was made available to the Attending Directors for the first
time on 14 October 2015.
Under the Tenancy Agreement, Xiamen Cross-Strait was to sublease a property with a gross
floor area of 1,400 square metres to Xiamen Sunflower for a term of two years, from 1 August
2015 to 31 July 2017, for a rent of RMB2,688,000 per annum. Such rent was determined
with reference to (i) the monthly rent (RMB98 per square metre); (ii) the monthly property
management fee (RMB20 per square metre); (iii) the monthly public facility maintenance costs
(RMB2 per square metre); and (iv) the monthly management fee to be charged by Xiamen
Cross-Strait (RMB40 per square metre). The annual cap, as calculated based on the aggregate
amount of the rent under the Tenancy Agreement, for each of the three financial years ending
31 December 2015, 31 December 2016 and 31 December 2017 would be RMB1,120,000,
RMB2,688,000 and RMB1,568,000 respectively.
As at the date of this announcement, the Board comprises Mr. Shan Jiuliang as the Chairman and
executive director; Ms. Zhang Peng as executive director; Mr. Leung Pak To and Mr. Wen Di
as non-executive directors; and Mr. Chan Yuk Sang, Mr. Cheng Yuk Wo and Dr. Lam Lee G. as
independent non-executive directors.