Tempus : Announcements and Notices - Continuing Connected Transaction - Logistics and Warehousing Services Agreement

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TEMPUS HOLDINGS LIMITED

騰 邦 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 06880) CONTINUING CONNECTED TRANSACTION LOGISTICS AND WAREHOUSING SERVICES AGREEMENT

Reference is made to the announcements of the Company dated 18 October 2016 and 31 October 2016, respectively, in relation to, among others, the Acquisition.

Immediately after the completion of the Acquisition on 31 October 2016, Sky Logistics, which is wholly owned by Tempus Sky Enterprises Limited (which is 51.5% owned by OTO (BVI) Investment Limited, a direct wholly-owned subsidiary of the Company, and 48.5% owned by Mr Tsang Man Kit Andrews, an Independent Third Party, after the completion of the Acquisition), has become an indirect non-wholly owned subsidiary of the Company.

CONTINUING CONNECTED TRANSACTIONS

Tempus Logistics is an indirect holding company of Tempus (Hong Kong), which owns approximately 66.3% of the issued share capital of the Company as at the date of this announcement and is a substantial shareholder of the Company. Accordingly, Tempus Logistics is an associate of Tempus (Hong Kong) and therefore a connected person of the Company under Chapter 14A of the Listing Rules.

Prior to the completion of the Acquisition, Sky Logistics had entered into the Logistics and Warehousing Services Agreement with Tempus Logistics and the transactions under it constitute continuing transactions. These continuing transactions have become continuing connected transactions of the Company under Chapter 14A of the Listing Rules following the completion of the Acquisition.

The Logistics and Warehousing Services Agreement was for an initial term of one year from 1 April 2014 to 31 March 2015. Upon expiry, it was renewed for a term of one year expired on 31 March 2016 and another year expired on 31 March 2017, and has been further renewed on 5 April 2017 for a term of one year expiring on 31 March 2018.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14A.60 of the Listing Rules, the Company is required to comply with (i) the annual review and disclosure requirements as the Group continues to conduct the transactions under the Logistics and Warehousing Services Agreement, and (ii) all connected transactions requirements under Chapter 14A of the Listing Rules if the Logistics and Warehousing Services Agreement is renewed or its terms are varied.

The provision of services by Sky Logistics to Tempus Logistics under the Logistics and Warehousing Services Agreement during the current term from 1 April 2017 to

31 March 2018 is subject to the reporting, announcement and annual review requirements but is exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules, as the highest applicable percentage ratio is more than 0.1% but less than 5%. The Company will continue to comply with all connected transactions requirements under Chapter 14A of the Listing Rules if the Logistics and Warehousing Services Agreement is further renewed or its terms are varied.

Reference is made to the announcements of the Company dated 18 October 2016 and 31 October 2016, respectively, in relation to, among others, the Acquisition.

Immediately after the completion of the Acquisition on 31 October 2016, Sky Logistics, which is wholly owned by Tempus Sky Enterprises Limited (which is 51.5% owned by OTO (BVI) Investment Limited, a direct wholly-owned subsidiary of the Company, and 48.5% owned by Mr Tsang Man Kit Andrews, an Independent Third Party, after the completion of the Acquisition), has become an indirect non-wholly owned subsidiary of the Company.

CONTINUING CONNECTED TRANSACTIONS

Tempus Logistics is an indirect holding company of Tempus (Hong Kong), which owns approximately 66.3% of the issued share capital of the Company as at the date of this announcement and is a substantial shareholder of the Company. Accordingly, Tempus Logistics is an associate of Tempus (Hong Kong) and therefore a connected person of the Company under Chapter 14A of the Listing Rules.

Prior to the completion of the Acquisition, Sky Logistics had entered into the Logistics and Warehousing Services Agreement with Tempus Logistics and the transactions under it constitute continuing transactions. These continuing transactions have become continuing connected transactions of the Company under Chapter 14A of the Listing Rules following the completion of the Acquisition.

Pursuant to Rule 14A.60 of the Listing Rules, set forth below are the principal terms of the Logistics and Warehousing Services Agreement, the total service fees that have been received by Sky Logistics under the Logistics and Warehousing Services Agreement and the Proposed Annual Caps for the transactions thereunder.

Principal Terms of the Logistics and Warehousing Services Agreement

The principal terms of the Logistics and Warehousing Services Agreement are as follows:

1. Parties

2. Sky Logistics

3. Tempus Logistics

4. Date of the Logistics and Warehousing Services Agreement and renewal

   1 April 2014

   The Logistics and Warehousing Services Agreement was for an initial term of one year from 1 April 2014 to 31 March 2015. Upon expiry, it was renewed for a term of one year expired on 31 March 2016 and another year expired on 31 March 2017, and has been further renewed on 5 April 2017 for a term of one year expiring on 31 March 2018.

5. Provision of the Logistics and Warehousing Services

   The services provided by Sky Logistics to Tempus Logistics pursuant to the Logistics and Warehousing Services Agreement include, among others, the following:

6. Warehousing services

   Sky Logistics provides warehousing, loading and unloading, and storage management services and a designated area with gross floor area of 1,000

   square metres (with usable area of not less than 700 square metres) in its constant temperature warehouse located at Block B, 4th Floor, Pak Sik Warehouse No. 1, 12-36 Wo Heung Street, Fo Tan, the New Territories, Hong Kong to Tempus Logistics for storage purposes.

7. Logistics services

   Sky Logistics transports merchandise to locations in Hong Kong designated by Tempus Logistics.

8. Current term

   1 April 2017 to 31 March 2018

9. Service fees and payment terms under the current term

   The fees for the provision of the services under the Logistics and Warehousing Services Agreement are determined based on the prevailing market prices of the services provided by Sky Logistics to its other customers. Basic monthly storage fee shall be settled prior to the commencement of each month during the current term and fees for warehousing management, loading and unloading, delivery and extra storage space shall be settled within 30 days after the issue of invoice in the subsequent month in line with the credit policy of Sky Logistics extended to its other customers.

10. Service fees received

The total service fees received by Sky Logistics under the Logistics and Warehousing Services Agreement are as follows:

Service period

Basic monthly

storage fees

received

Service fees for other

logistics and warehousing

services Total service

received fees received

(HK$) (HK$) (HK$)

1 April 2014 - 31 March 2015 1,680,000 1,368,889 3,048,889

1 April 2015 - 31 March 2016 1,920,000 3,517,157 5,437,157

1 April 2016 - 31 March 2017 1,920,000 2,897,339 4,817,339

1 November 2016 - 31 December

2016	320,000	462,919	782,919
1 January 2017 - 31 July 2017	1,152,000	1,657,620	2,809,620