10:20 <00577><00498><00372> - Joint Announcement (5) For each of the four years ended 31st March, 2004, the rental, air-conditioning charges and building management fees received by the Remaining Paul Y Group from the Paul Y Construction Group under the existing lease arrangements amounted to approximately HK$12.6 million, HK$12.6 million, HK$11.0 million and HK$8.6 million respectively. The building management fee (including the supply of air-conditioning during office hours) was HK$2.7 per square foot. The supply of air-conditioning after office hours was charged at HK$300 per hour. The reduction in rental payment for the last two years was due to reductions in both the rental rate and office areas under rental. The Directors propose that the annual cap amount of the rental, air-conditioning charges and building management fees to be paid under the Lease Agreement by the Enlarged Group to the Remaining Paul Y Group for each of the three years ending 31st March, 2007 will not exceed HK$12 million. The basis of the annual cap amount is determined with reference to (i) existing lease arrangements between the Paul Y Construction Group and the Remaining Paul Y Group; (ii) the terms of the Lease Agreement; and (iii) the prevailing market rentals as assessed by independent professional property valuers who have confirmed that the monthly rentals of the Lease Agreement are fair and reasonable in view of the prevailing market condition. As the Lease Agreement will not provide for the extra air-conditioning charges during overtime hours and hourly car parking charges, the cap amount has built in a buffer of approximately HK$1 million for such extra air- conditioning and hourly car parking charges. The Directors consider that the Continuing Connected Transactions will be entered into in the usual and ordinary course of businesses of the Enlarged Group upon Completion. They also consider the terms of the Continuing Connected Transactions have been negotiated on an arm's length basis and will be conducted on normal commercial terms and on terms no less favourable to the Enlarged Group than terms available to or from (as appropriate) independent third parties. The Continuing Connected Transactions are subject to approval of the Independent Shareholders at the SGM to be taken by poll at which Paul Y and its associates will abstain from voting. The Continuing Connected Transactions were negotiated on an arm's length basis and the Directors believe that the terms, including the proposed annual cap amounts for the Continuing Connected Transactions, are fair and reasonable and the Continuing Connected Transactions are in the interest of the Enlarged Group and the Shareholders as a whole. Skynet will seek the approval of the Independent Shareholders at the SGM of the Continuing Connected Transactions and the respective cap amounts in relation to the Continuing Connected Transactions on the following conditions: (i) the annual cap amounts of the value of construction services to be rendered by the Paul Y Construction Group to the Remaining Paul Y Group will not exceed HK$10 million, HK$60 million and HK$60 million for the three years ending 31st March, 2005, 2006 and 2007 respectively; and (ii) the annual cap amount of the rental, air-conditioning charges and building management fees to be paid to the Remaining Paul Y Group by the Enlarged Group will not exceed HK$12 million for each of the three years ending 31st March, 2007. Skynet is also required to comply with Rules 14A.37 to 14A.40 and 14A.46 of the Listing Rules in relation to the Continuing Connected Transactions. Details of the Continuing Connected Transactions including the letter of advice of Equitas and notice of SGM regarding, among others, the Continuing Connected Transactions are set out in the Skynet Circular. INFORMATION ON THE SKYNET GROUP The Skynet Group is principally engaged in the import and sale of marble and granite products, the provision of installation services for marble and granite products and the provision of information technology services. Since April 2002, the provision of information technology services has been suspended.