Annual Report 2020

094 Report of the Directors Annual Report 2020 Miramar Hotel and Investment Company, Limited Termination : The Agreement may be terminated: (i) if the service user or the consultant is in material breach of any of its obligations under the Agreement; (ii) forthwith without notice if either party is unable to pay its debts, make a composition with or general assignment for the benefit of its creditors, has an order made or an effective resolution passed for its winding-up, has possession taken by an encumbrance of, or a receiver appointed over, the whole or any substantial part of its assets or cease to carry on the whole or substantially the whole of its business; or (iii) by either party by serving the other party a three months’ advance written notice. As the service user is an indirect wholly-owned subsidiary of Henderson Land, which in turn is a substantial shareholder of the Company, the service user is an associate of Henderson Land and thus a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Agreement constituted a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Since Mr Lee Ka Shing, being Director, through companies indirectly controlled by the private trusts of the family of Dr Lee Shau Kee, are deemed to be interested in the shares in Henderson Land and Union Medical, they both have material interest in all of the above transactions. Annual Review of Continuing Connected Transactions The independent non-executive directors of the Company have reviewed the above-mentioned continuing connected transactions and confirmed that they have been entered into: (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) in accordance with the above relevant agreements governing them which terms are fair and reasonable and in the interests of the Company’s shareholders as a whole. The independent non-executive directors confirmed the above based mainly on the confirmation offered by the Company’s Assistant Director of Audit, Risk & Corporate Services. The auditors of the Company have reviewed the above-mentioned continuing connected transactions and confirmed in writing to the board of directors of the Company that they: (i) have received the approval of the board of directors of the Company; (ii) are in accordance with the pricing policies of the Group; (iii) have been entered into in accordance with the terms of the above relevant agreements governing the transactions; and (iv) have not exceeded the relevant cap amounts of such transactions as disclosed in the relevant announcements for the year ended 31 December 2020.