Annual Report 2021

095 Report of the Directors Miramar Hotel and Investment Company, Limited Annual Report 2021 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 holding company 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 continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Such continuing connected transaction has expired on 31 July 2021, and was renewed under the agreement as listed under the following paragraph 5(b). (5) (b) On 30 July 2021, Whirlwind as consultant entered into a car park consultancy agreement with E. M. Parking as service user (the “New Agreement”). Details of the terms and conditions are set out as follows: Services : The consultant shall provide professional consultancy advice and manage and operate all parking spaces from B3 Floor to 6th Mezzanine Floor of H Zentre, 15 Middle Road, Tsimshatsui, Kowloon, Hong Kong (the “Property”) (including all the ramps, drive ways and roadways providing access thereto and egress therefrom) and the Parking Service Centre on 1st Floor (the “Parking Facility”) which are owned by Henderson Land and its subsidiaries. Term : Two years commencing from 1 August 2021 to 31 July 2023 (both days inclusive).