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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

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