Annual Report 2009 - Greentown China Holdings Limited
Annual Report 2009 - Greentown China Holdings Limited
Annual Report 2009 - Greentown China Holdings Limited
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<strong>Report</strong> of the Directors<br />
(iv)<br />
<strong>Greentown</strong> <strong>Holdings</strong> Group,<br />
through its associate,<br />
agreed to provide, among<br />
other services, pre-delivery<br />
hotel management services<br />
(including certain advisory<br />
services and other related<br />
services) and post-delivery<br />
hotel management and<br />
operation services (including<br />
leasing business) to the<br />
Company upon terms not<br />
less favourable than those it<br />
offered to any third parties<br />
from time to time but the<br />
Company was not obliged to<br />
use such services exclusively<br />
or at all from <strong>Greentown</strong><br />
<strong>Holdings</strong> Group. The<br />
Company may terminate the<br />
hotel management services<br />
provided by the <strong>Greentown</strong><br />
<strong>Holdings</strong> Group with respect<br />
to any project by serving<br />
three months’ prior written<br />
notice. The aggregate annual<br />
expenditure payable by the<br />
Company is RMB2 million<br />
for the three years ending<br />
31 December 2011, which<br />
accordingly are determined<br />
as the annual caps of the<br />
hotel management services<br />
pursuant to the Renewed<br />
Comprehensive Services<br />
Agreement.<br />
Pursuant to the Renewed Continuing Connected<br />
Transaction Agreements, the annual amounts for<br />
each of these transactions for the year ended 31<br />
December <strong>2009</strong> were as follows:<br />
Expenses paid by the Company for<br />
the year ended 31 December <strong>2009</strong><br />
<strong>Annual</strong> rental pursuant to the<br />
Renewed Properties Leasing<br />
Agreements<br />
Advertising fee pursuant to the<br />
Renewed Advertising Services<br />
Agreement<br />
Interior decoration service fees<br />
pursuant to the Renewed<br />
Comprehensive Services<br />
Agreement<br />
Property management service<br />
fees pursuant to the Renewed<br />
Comprehensive Services<br />
Agreement<br />
Purchase of raw materials pursuant<br />
to the Renewed Comprehensive<br />
Services Agreement<br />
Hotel management services fees<br />
pursuant to the Renewed<br />
Comprehensive Services<br />
Agreement.<br />
RMB’000<br />
7,886<br />
40,000<br />
791<br />
13,899<br />
1,707<br />
1,737<br />
The Independent Non-Executive Directors of<br />
the Company have reviewed the transactions<br />
contemplated under the Trademarks License<br />
Agreement and the Renewed Continuing<br />
Connected Transaction Agreements and confirmed<br />
that they were:<br />
Details of the transactions contemplated under<br />
the Renewed Continuing Connected Transaction<br />
Agreements were disclosed in the Company’s<br />
announcement dated 1 December 2008.<br />
(a)<br />
entered into by members of the Company<br />
in the ordinary and usual course of its<br />
business;<br />
(b) (i) on normal commercial terms; or<br />
(ii)<br />
(iii)<br />
on terms no less favourable to the<br />
Company than those available to (or<br />
from) independent third parties; or<br />
on terms that are fair and reasonable<br />
and in the interests of the<br />
shareholders of the Company as a<br />
whole; and<br />
<strong>Greentown</strong> <strong>China</strong> <strong>Holdings</strong> <strong>Limited</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> 91