Win Hanverky : DISCLOSEABLE TRANSACTIONS - LAND LEASE AGREEMENTS

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Win Hanverky Holdings Limited 永 嘉 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3322)

DISCLOSEABLE TRANSACTIONS

LAND LEASE AGREEMENTS

The Board announces that on 30 November 2018, (i) Lessee A (an indirect wholly-owned subsidiary of the Company), as the lessee, entered into the Lease Agreement A with the Lessor, as the lessor, pursuant to which, Lessee A agrees to lease the land use right of Land A from the Lessor at the aggregate rent of VND76,188,197,162 (equivalent to approximately HK$25,506,594) for the entire term of Lease A; and (ii) Lessee B (an indirect wholly-owned subsidiary of the Company), as the lessee, entered into the Lease Agreement B with the Lessor, as the lessor, pursuant to which, Lessee B agrees to lease the land use right of Land B from the Lessor at the aggregate rent of VND101,663,660,098 (equivalent to approximately HK$34,035,373) for the entire term of Lease B.

The transactions contemplated under the Lease Agreements are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Lease Agreements, where calculated on an aggregate basis, exceed 5% but are less than 25%, the transactions contemplated thereunder constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules.

The Board is pleased to announce that on 30 November 2018, (i) Lessee A (an indirect wholly-owned subsidiary of the Company), as the lessee, entered into the Lease Agreement A with the Lessor, as the lessor, pursuant to which, Lessee A agrees to lease the land use right of Land A from the Lessor at the aggregate rent of VND76,188,197,162 (equivalent to approximately HK$25,506,594) for the entire term of Lease A; and (ii) Lessee B (an indirect wholly-owned subsidiary of the Company), as the lessee, entered into the Lease Agreement B with the Lessor, as the lessor, pursuant to which, Lessee B agrees to lease the land use right of Land B from the Lessor at the aggregate rent of VND101,663,660,098 (equivalent to approximately HK$34,035,373) for the entire term of Lease B.

LEASE AGREEMENTS

The salient terms of each of the Lease Agreements are set out below:

Lease Agreement A Lease Agreement B

Date

Parties

: :

30 November 2018

(1)	Lessee A as the lessee;	(1)	Lessee B as the lessee;
and	and
(2)	Lessor as the lessor	(2)	Lessor as the lessor

Term

:From the Effective Date to 5 January 2060 (both days inclusive).

Subject matter

:Land use right of Land A with an area of 84,859.1 square meters

Land use right of Land B with an area of 113,233.9 square meters

Total rent for the entire term of the Leases

:

VND76,188,197,162 (equivalent to approximately HK$25,506,594) (inclusive of 10% value added tax)

VND101,663,660,098 (equivalent to approximately HK$34,035,373) (inclusive of 10% value added tax)Land delivery

:

Land A shall be delivered to Lessee A on the Delivery Date by signing the Minutes of Land Delivery in respect of Land A between the Lessor and Lessee A

Land B shall be delivered to Lessee B on the Delivery Date by signing the Minutes of Land Delivery in respect of Land B between the Lessor and Lessee B

Signing of

Minutes of Land DeliveryAssignment, sublease and other property rights

• : The signing of the Minutes of Land Delivery for each of the Leases are subject to the conditions that each of the Lands to be delivered shall be in good conditions, including but not limited to completion of land clearance, land mine clearance, height of land surface, in accordance with the plans and regulations of the Hoa Phu Industrial Park and the Lessor will ensure that there will not be any dispute or obstacles preventing the Lessees from the constructions or use of each of the Lands.

  Subject to the satisfaction of the above conditions, the

  Lessor and the Lessees shall jointly sign the Minutes of

  Land Delivery on the Delivery Date. If the Lessees

  cannot sign the Minutes of Land Delivery on the Delivery

  Date, they will sign no later than 5 days from the date of

  receipt of the signed Minutes of Land Delivery from the

  Lessor.

  If each of the Lands on the Delivery Date does not meet

  the conditions stated above, the Lessees shall have the

  right to (i) reject the delivery of each of the Lands and

  terminate the Lease Agreements or (ii) extend the

  Delivery Date to another date determined by the

  Lessees in consultation with the Lessor to enable the

  Lessor to remedy any non-satisfaction of the above

  conditions.

• : Each of the Lessees shall have the right under the respective Lease Agreement to assign, sublease or share the right to use in respect of any part of the respective Land to or with any other third parties.

  Each of the Lessees may mortgage or pledge the land use

  rights over the respective Land to any lender authorised

  to operate in Vietnam and at the request of the Lessee

  concerned, the Lessor shall implement necessary things to

  facilitate the mortgage or pledge of the land use rights of

  such Lessee.

Effect of termination

:According to the terms and conditions of the Lease Agreements, the Lease Agreements may be terminated prior to the term of the respective Leases under certain circumstances, including but not limited to termination by way of prior mutual written consent between the parties to the respective Lease Agreement or when the respective Lessee ceases its investment and business activities on the respective Land.

When any of the Lease Agreements terminates prior to the term of the respective Leases in accordance with the terms and conditions of the Lease Agreements, the respective Lessee can effect a transfer of the land use rights over the respective Land for the remaining period of the term (''Remainder Term'') to a third party. The Lessees and such third party transferee may agree between themselves on the consideration payable by such third party transferee to the Lessees.

In the event of a termination of any of the Lease Agreements prior to the respective terms of the Leases in accordance with the terms and conditions of the Lease Agreements and the respective Lessee does not exercise its right to transfer the Remainder Term to a third party, the Lessor shall immediately refund to the relevant Lessee a portion of the rent that the Lessor has received for the Remainder Term of the Lease concerned.

The payment schedule of each of the Lease Agreements are set out below:

Lease Agreement A	Lease Agreement B	Payment time frame
1st payment	:	VND7,613,513,600	VND10,217,191,600	Paid by Bowker Vietnam for and
(being approximately	(equivalent to approximately	(equivalent to approximately	on behalf of the Lessees on 27
10% of the total rent)	HK$2,548,883)	HK$3,420,553)	August 2018 in accordance with
the MOU
2nd payment	:	VND22,861,765,264	VND30,448,272,439	To be paid within 48 days from the
(being approximately	(equivalent to approximately	(equivalent to approximately	Effective Date
30% of the total rent)	HK$7,653,754)	HK$10,193,596)
3rd payment	:	VND22,856,459,149	VND30,499,098,029	To be paid within 93 days of the
(being 30% of the	(equivalent to approximately	(equivalent to approximately	respective Lease Agreements (Note)
total rent)	HK$7,651,978)	HK$10,210,612)
4th payment	:	VND19,047,049,291	VND25,415,915,025	To be paid within 123 days from
(being 25% of the	(equivalent to approximately	(equivalent to approximately	the date of signing the Minutes of
total rent)	HK$6,376,649)	HK$8,508,843)	Land Delivery
5th payment	:	VND3,809,409,858	VND5,083,183,005	To be paid within 18 days from the
(being 5% of the	(equivalent to approximately	(equivalent to approximately	day on which the Lessees receives
total rent)	HK$1,275,330)	HK$1,701,769)	the original Land Use Right
Certificates in respect of the Lands
Note:

According to the Lease Agreements, the settlement of the third payment by each of the Lessees is subject to the Lessor having provided sufficient support and facilitation to the satisfaction of the Lessees for the Lessees to perform and complete necessary tasks. If the tasks have not been fully implemented within 90 days from the Effective Date, the Lessees shall have the right to request the Lessor to continue to provide support in those regards prior to making the third payment to the Lessor and the Lessees shall only settle the third payment if all necessary supports and facilitation have been provided by the Lessor to the Lessees within 105 days from the Effective Date.

BASIS OF DETERMINING THE RENT OF THE LEASES

The rent of each of the Leases was determined after arm's length negotiation between the parties on normal commercial terms after taking into account the prevailing market rate of comparable land with comparable lease terms in Vietnam.