Microware : Announcements and Notices -

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.

Microware Group Limited ߕ৷ਹණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1985)

CONNECTED TRANSACTIONS

IN RELATION TO TENANCY AGREEMENTS

RENEWAL OF THE EXISTING TENANCY AGREEMENTS

Reference is made to the announcements of the Company dated 25 March 2020 and 31 March 2020 in relation to the Existing Tenancy Agreements.

As the Existing Tenancy Agreements will expire on 31 March 2021, the Board announces that, on 29 March 2021, Microware HK, an indirect wholly-owned subsidiary of the Company, as tenant entered into (i) the Residential Tenancy Agreement with Mr. Yang and Mrs. Yang as landlords, in respect of the leasing of the Residential Premises and the Car Parking Space for a term of one year commencing on 1 April 2021 and expiring on 31 March 2022; and (ii) the Office Tenancy Agreement with Microware Properties as landlord in respect of the leasing of the Office Premises for a term of one year commencing on 1 April 2021 and expiring on 31 March 2022.

LISTING RULES IMPLICATIONS

Mr. Yang is an executive Director and a controlling shareholder of the Company. Mrs. Yang is the spouse and thus an associate of Mr. Yang. Microware Properties is a wholly-owned subsidiary of Microware International, which is in turn wholly-owned by Mr. Yang. Accordingly, each of Mr. Yang, Mrs. Yang and Microware Properties is a connected person of the Company.

The entering into of the Tenancy Agreements constitutes a lease modification under HKFRS 16 and therefore the Group, as tenant, shall recognise the leases under the Tenancy Agreements as right-of-use assets and lease liabilities in the consolidated statement of the financial position of the Group. Accordingly, the entering into of Tenancy Agreements is regarded as an acquisition of assets under the Listing Rules and thus the transactions contemplated under the Tenancy Agreements are connected transactions of the Company under Chapter 14A of the Listing Rules.

The value of right-of-use assets recognised under the Residential Tenancy Agreement and the Office Tenancy Agreement shall be approximately HK$960,000 and HK$6,427,080, respectively. Since each of the applicable percentage ratios (other than the profits ratio) for the Tenancy Agreements on an aggregated basis is expected to be more than 0.1% but less than 5%, the transactions contemplated under the Tenancy Agreements on an aggregated basis are subject to the reporting, annual review and announcement requirements but exempt from the independent Shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules.

INTRODUCTION

Reference is made to the announcements of the Company dated 25 March 2020 and 31 March 2020 in relation to the Existing Tenancy Agreements.

As the Existing Tenancy Agreements will expire on 31 March 2021, the Board announces that, on 29 March 2021, Microware HK, an indirect wholly-owned subsidiary of the Company, as tenant entered into (i) the Residential Tenancy Agreement with Mr. Yang and Mrs. Yang as landlords, in respect of the leasing of the Residential Premises and the Car Parking Space for a term of one year commencing on 1 April 2021 and expiring on 31 March 2022; and (ii) the Office Tenancy Agreement with Microware Properties as landlord in respect of the leasing of the Office Premises for a term of one year commencing on 1 April 2021 and expiring on 31 March 2022. The major terms of the Residential Tenancy Agreement and the Office Tenancy Agreement, respectively, are

set out below:

THE RESIDENTIAL TENANCY AGREEMENT

Date:

29 March 2021

Landlords:

• (a) Mr. Yang; and

• (b) Mrs. Yang.

Tenant:

Microware HK

Premises:

the Residential Premises and the Car Parking Space

Usage:

the Residential Premises as residence for, and the Car Parking Space is used for car-parking by, Mr. Chu, as director's quarter as part of his director's emoluments provided by the Group

Rent:

HK$80,000 per month (exclusive of utilities, telephone charges and other similar charges). The rental payable was negotiated on an arm's length basis with reference to (i) the historical rent paid by Microware HK as tenant to Mr. Yang and Mrs. Yang as landlords; and (ii) the prevailing market conditions and prevailing market rent for similar properties in the vicinity at the relevant time.

Lease term:

one year commencing from 1 April 2021 and ending on 31 March 2022 (both days inclusive)

THE OFFICE TENANCY AGREEMENT

Date:	29 March 2021
Landlord:	Microware Properties
Tenant:	Microware HK
Premises:	the Office Premises
Usage:	for use as office, operation and warehouse by the Group
Rent:	HK$535,590 per month (exclusive of management fees,
rates and Government rent to be paid in advance without any
deduction whatsoever on the 1st day of each and every month).
The rental payable was negotiated on an arm's length basis
with reference to (i) the historical rent paid by Microware HK
as tenant to Microware Properties as landlord; and (ii) the
prevailing market conditions and prevailing market rent for
similar properties in the vicinity at the relevant time.
Lease term:	one year commencing from 1 April 2021 and ending on
31 March 2022 (both days inclusive)