REASONS FOR AND BENEFITS OF THE TRANSACTIONS The concession counters inside ▇▇▇▇▇ shops leased to WGL Group’s Concessionaires are for the retailing of their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group and WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) will continue to benefit ▇▇▇▇▇ in further strengthening those existing vendor relationships, providing an extension of the product offer to better serve the customers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In addition, for the purpose of administrative convenience, the Renewal Master Concession Agreement offers flexibility for further expansion of the synergetic partnership with WGL Group. As WGL is a substantial shareholder of the Company, the entering into of the Renewal Master Concession Agreement and the transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Annual Cap Amounts of the Renewal Master Concession Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Concession Agreement and the transactions contemplated and/or governed thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term on each occasion any JBHL Group Member(s) enter(s) into or renew(s) any Individual Concession Agreement(s) with any WGL Group’s Concessionaire(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Concession Agreement and as mentioned above, particularly the Annual Cap Amount not being exceeded.
Completion of Concrete Pours and Emergency Work (a) Except as provided in this sub-clause an Employee shall nor work or be required to work in the rain. (b) Employees shall not be required to start a concrete pour in Inclement Weather. (c) Where a concrete pour has been commenced prior to the commencement of a period of Inclement Weather Employees may be required to complete such concrete pour to a practical stage and for such work shall be paid at the rate of double time calculated to the next hour, and in the case of wet weather shall be provided with adequate wet weather gear. (d) If an Employee’s clothes become wet as a result of working in the rain during a concrete pour the Employee shall, unless the Employee has a change of dry working clothes available, be allowed to go home without loss of pay. (e) The provisions of clauses 32.7(c) and 32.7(d) hereof shall also apply in the case of emergency work where the Employees concerned and their delegates agree that the work is of an emergency nature and can start and/or proceed.
REASONS FOR AND BENEFITS OF THE TRANSACTION Since 1997, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been leasing the Tuen Mun Property from Nanyang Enterprises for use as office properties and factory purposes, and intends to continue the lease after the expiry of the Existing Lease Agreement I through the Tuen Mun Lease Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Tuen Mun Lease Agreement to renew the lease, Nanyang Tobacco can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Company has been leasing the Harcourt House Office for use as office for more than 20 years, and intends to continue the lease after the expiry of the Existing Lease Agreement II through the Harcourt Tenancy Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Harcourt Tenancy Agreement to renew the lease, the Company can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Directors (including the independent non-executive Directors) consider that the terms of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement (including the annual caps) are on normal commercial terms but are not in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement, and accordingly no Director has been required to abstain from voting on the relevant resolutions of the Board for approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nevertheless, ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇, Mr. ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇ ▇▇, each being an executive director of the Company and also a director of SIIC, voluntarily abstained from voting on the Board resolutions approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nanyang Tobacco is an indirect wholly-owned subsidiary of the Company. SIIC is the controlling shareholder of the Company holding approximately 61.58% of the entire issued capital of the Company, and is therefore a connected person of the Company. Both Nanyang Enterprises and International Hope are wholly-owned subsidiaries of SIIC and are therefore associates of SIIC and connected persons of the Company. Accordingly, the entering into of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated with reference to an aggregate of the annual caps for the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement exceeds 0.1% but is less than 5%, the transactions contemplated under the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
MEMBERS OF DIPLOMATIC MISSIONS AND CONSULAR POSTS Nothing in this Agreement shall affect the fiscal privileges of members of diplomatic missions or consular posts under the general rules of international law or under the provisions of special agreements.
Rollovers of Settlement Payments From Bankrupt Airlines If you are a qualified airline employee who has received a qualified airline settlement payment from a commercial airline carrier under the approval of an order of a federal bankruptcy court in a case filed after September 11, 2001, and before January 1, 2007, you are allowed to roll over any portion of the proceeds into your ▇▇▇▇ ▇▇▇ within 180 days after receipt of such amount, or by a later date if extended by federal law. For further detailed information and effective dates you may obtain IRS Publication 590-A, Contributions to Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at ▇▇▇.▇▇▇.▇▇▇.