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CONNECTED TRANSACTIONS
| The directors of Shun Cheong Holdings Limited (the "Company") announce that its two wholly-owned subsidiaries, Shun Cheong Electrical Engineering Company Limited and Westco Airconditioning Limited (the "Sub-contractors"), have been appointed by Chinney Construction Company Limited (the "Main Contractor") to carry out electrical and fire services installation, and, mechanical ventilation and airconditioning installation for School Improvement Programme described below for a consideration of approximately HK$8.7 million and HK$1.0 million respectively. |
| Agreements: | Dated 24th December 1999 |
| Parties: | Main Contractor: Chinney Construction Company Limited Sub-Contractors: Shun Cheong Electrical Engineering Company Limited, and, Westco Airconditioning Limited |
| Services Provided: | Electrical, Fire Services and Mechanical Ventilation and Airconditioning Installation (the "Works") for School Improvement Programme |
| Consideration: | Electrical and Fire Services Installation - approximately HK$8.7 million Mechanical Ventilation and Airconditioning Installation - approximately HK$1.0 million |
| The consideration was made following a competitive tendering process. | |
| Both are payable in cash in according with the progress of services provided. |
School Improvement Programme
The School Improvement Programme is awarded by Architectural Services Department, The Government of The Hong Kong Special Administrative Region to Main Contractor for conversion and extension to existing aided schools Group 3 Under School Improvement Programme Phase III Package 5.
Connected Transactions
As at 24th December 1999, Chinney Construction Company Limited is a wholly-owned subsidiary of Kin Wing Chinney Holdings Limited ("Kin Wing Chinney") (a company listed on the Stock Exchange of Hong Kong Limited ("SEHK")) of which Chinney Investments, Limited ("CIL") (a company also listed on SEHK) has beneficial interest of approximately 57.83% of the issued shares of Kin Wing Chinney. CIL also has beneficial interest of approximately 25.19% of the issued shares of the Company.
Mr. Wong Sai Wing, James, the Chairman of CIL, Kin Wing Chinney and the Company, has beneficial interest in Chinney Holdings Limited, a company has beneficial interest of approximately 53.60% of the issued shares of CIL.
Mr. Chan Yuen Keung, Zuric, the director of Kin Wing Chinney and the Company, has personal interest of approximately of 9.38% of the issued shares of Kin Wing Chinney and of 3.04% of the issued shares of the Company.
Mr. Yu Wing Sang, Johnny, the director of Kin Wing Chinney and the Company, has personal interest of approximately 7.79% of the issued shares of Kin Wing Chinney and of 0.61% of the issued shares of the Company.
Accordingly, the transactions contemplated by the agreements constitute connected transactions for the Company (the "Connected Transactions") under Rule 14.25 of the Listing Rules.
The directors of the Company including the independent non-executive directors (other than Mr. Wong Sai Wing, James, Mr. Chan Yuen Keung, Zuric and Mr. Yu Wing Sang, Johnny) consider that the Connected Transactions have been entered in the normal course of business and are conducted on normal commercial terms on an arm's length basis, and the agreements are for the best interests of the Company.
As the consideration of the Connected Transactions in total does not exceed HK$10 million, approval from the independent shareholders of the Company on the Connected Transactions is not required. Details of the Connected Transactions will be included in the Company's annual report for the year ending 31st March 2000 until the Works are completed.
Principal Activities of the Company
The Company is an investment holding company. Its subsidiaries are principally engaged in the provision of a multi-discipline of building services in electrical engineering, water pumping and fire services, air conditioning installation, plumbing and drainage, environmental engineering, extra low voltage system engineering and project management, and, the trading of electrical and mechanical engineering materials and equipment.
By Order of the Board
OU KA CHI
Company Secretary
Hong Kong, 29th December 1999
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