THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN
CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.
CONNECTED TRANSACTIONS
EXEMPT CONTINUING CONNECTED TRANSACTIONS
During the Track Record Period, our Group has provided brokerage services (the ‘‘Brokerage
Services’’) to certain connected persons in the ordinary and usual course of business of our Group and
on normal commercial terms. It is expected that after the [REDACTED], our Group will continue to
provide these services to some connected persons, which will constitute continuing connected
transactions under the GEM Listing Rules.
Each of the following persons stated below, who is a connected person and intends to continue to
receive the Brokerage Services from our Group after the [REDACTED], had individually maintained an
account(s) with RaffAello Securities:
Connected person
Connected relationship
Mr. Tsang Kwong Fai
.
.
.
Ms. Lee Oh Eun Joo
Our chief executive officer, chairman and executive
Director
Cousin of Mr. Tang, our Controlling Shareholder
Nephew of Mr. Tsang Kin Hung, a member of our senior
management
Spouse of Mr. Lee Ha Young, our executive Director
Historical figures:
The aggregate amount of commission paid by each of the above connected persons for the
Brokerage Services provided by our Group for the two years ended 31 July 2015 are set out as
below:
Year ended 31 July
2014
HK$
Connected persons
2015
HK$
Mr. Tsang Kwong Fai
Ms. Lee Oh Eun Joo
—
43,160
531
293,242
Total:
43,160
293,773
During the Track Record Period, the commission rate charged to each of the connected
persons was within the range of broking commission rate charged by our Group to other clients
who were Independent Third Parties.
On [REDACTED], our Group entered into agreements (collectively, ‘‘Brokerage Services
Agreements’’) with each of the above connected persons, pursuant to which our Group may, upon
request, provide to each of them (where applicable, including their associates) the Brokerage
Services, from time to time on normal commercial terms at the rates no less favourable to our
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN
CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT.
CONNECTED TRANSACTIONS
Group than the rates offered to other clients of our Group who are Independent Third Parties. Each
of the Brokerage Services Agreements is for a term commencing from the [REDACTED] and
ending on 31 July 2018.
Annual caps:
Having taken into account (i) the historical commission paid by the above connected persons
for the two years ended 31 July 2015; (ii) the existing standard commission rate and the standard
minimum charge; (iii) the expected transaction value for the three years ending 31 July 2018; and
(iv) the expected economic conditions and market sentiments of securities markets in Hong Kong
for the three years ending 31 July 2018, our Directors expect that the aggregate amounts of
commission payable by each of the above connected persons for each of the three years ending 31
July 2018 will not exceed HK$3 million.
Please also refer to the section headed ‘‘Business — Risk management and internal control
— (i) Overview of our internal control system — Staff dealing’’ in this document for details of the
measures taken in connection with dealing by staff, including the executive Directors, to avoid
actual or potential conflict of interest and duty.
IMPLICATIONS UNDER THE GEM LISTING RULES
Our Directors expect that the applicable percentage ratios under Chapter 20 of the GEM Listing
Rules for the Brokerage Services Agreements on an annual basis will be less than 5% and the annual
cap will be less than HK$3,000,000, hence the continuing connected transaction contemplated
thereunder is exempt from the annual review, reporting, announcement and independent shareholders’
requirements under Chapter 20 of the GEM Listing Rules.
CONFIRMATION OF OUR DIRECTORS
Our Directors (including our independent non-executive Directors) are of the view that (i) each of
the continuing connected transactions mentioned above has been entered into in the ordinary and usual
course of our business, on normal commercial terms or better that are fair and reasonable and in the
interests of our Shareholders as a whole; and (ii) the proposed annual caps for each of the continuing
connected transactions above are fair and reasonable and in the interests of our Shareholders as a whole
and if the above annual caps exceed, we will comply with the relevant GEM Listing Rules as and when
appropriate and necessary.
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