Annual Report 2021

090 Report of the Directors Annual Report 2021 Miramar Hotel and Investment Company, Limited Transfer of hotel licence : At the expiration or sooner determination of the Term, the Tenant shall at the request of the Landlord assign or transfer or procure and ensure the assignment or transfer of the hotel licence used in the operation of the Premises as a hotel (the “Hotel Licence”) to the Landlord or such person or corporation nominated by the Landlord without any consideration, compensation or payment. Without the consent of the Landlord, the Tenant or the holder of the Hotel Licence shall not transfer or assign the Hotel Licence to any person or corporation for consideration or otherwise. All charges relating to the aforesaid assignment or transfer of the Hotel Licence shall be borne by the Landlord. As the Landlord is an indirect wholly-owned subsidiary of Henderson Land, which in turn is a holding company of the Company, therefore the Landlord is a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Mira Moon Lease Agreement constituted a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. (4) (a) On 31 July 2020, Shahdan entered into the following agreements with Henderson Property Agency Limited (“HPAL”) which constituted continuing connected transactions for the Company: (i) A tenancy agreement (the “Tenancy Agreement”) entered into between Shahdan as landlord and HPAL as tenant; and (ii) A licence agreement (the “Pillar Signage Licence Agreement”) entered into between Shahdan as licensor and HPAL as licensee. Details of the terms and conditions of the agreements are set out as follows: Details of the Tenancy Agreement Premises : Shops 501–506, 5/F., Mira Place 1, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong. Term : Three years commencing from 5 August 2020 to 4 August 2023, both days inclusive. Both the landlord and the tenant shall have the right to early terminate this tenancy agreement by giving a notice of not less than three months to the other party after 4 August 2022 Rent and other charges : (a) rent payable on a monthly basis (exclusive of Government rates, management fee, air-conditioning charges and promotion contribution) during the term is HK$2,260,000.00; (b) Government rates (subject to Government’s review) is HK$100,000.00 per month; (c) aggregate monthly management fee and air-conditioning charges (subject to periodic review by Shahdan or its designated management company of the Premises) is HK$435,885.70; and (d) monthly promotion contribution, being 2% of the monthly rent of Premises, that is HK$45,200.00 subject to periodic review by Shahdan.