09:47 J.I.C. TECH<00987> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this announcement. J.I.C. TECHNOLOGY COMPANY LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 987) CONTINUING CONNECTED TRANSACTION Reference is made to the announcement of the Company dated 3rd May 2004 in relation to the Previous Business Facilities Agreement under which NTGM agreed to provide the Company with various business facilities services. NTGM and the Company have entered into the New Business Facilities Agreement for a period of 36 months commencing on 1st January 2005 at a reduced monthly service fee of HKD240,000. The Previous Business Facilities Agreement, which was due to expire on 31st March 2005, was accordingly terminated. NTGM is a wholly owned subsidiary of the controlling shareholder of the Company, NTEI. Therefore, the New Business Facilities Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. The terms and conditions of the New Business Facilities Agreement are reached on an arm's length basis and are entered into in the ordinary and usual course of business of the Group on normal commercial terms. The Directors, including the independent non-executive directors of the Company, are of the opinions that the terms and conditions of the New Business Facilities Agreement are fair and reasonable as far as the shareholders are concerned. Since the total annual service fees payable by the Company under the New Business Facilities Agreement is less than 2.5% of the applicable percentage ratios of the Company under Rule 14.07 of the Listing Rules, no independent shareholders' approval is required pursuant to Rule 14A.34 of the Listing Rules. Details of the New Business Facilities Agreement will be included in the next published annual report and accounts of the Company in accordance with Rule 14A.46 of the Listing Rules. 1. NEW BUSINESS FACILITIES AGREEMENT Date : 26th January 2005 Parties : NTGM and the Company Term : From 1st January 2005 to 31st December 2007. Service Fees : HKD240,000 per month including all charges such as management fees, government rates, air conditioning, etc. Maximum Aggregate : HKD2,880,000 per annum (i.e. Annual Value HKD240,000 x 12 months) representing approximately 0.48% of the total market capitalisation of the Company as at 25th January 2005 (being the average closing price of the Company for the five business days immediately preceding the date of the transaction). Subject Matter : Pursuant to the New Business Facilities Agreement, NTGM has agreed to: (i) grant a licence to the Company to occupy an area within the Property, which is owned by NTGM, with a gross floor area of approximately 5,500 square feet. (ii) grant a licence to the Company to use public areas and facilities within the Property designated by NTGM from time to time. (iii) provide the business facilities and services described in the schedule to the New Business Facilities Agreement, which services include the provision of office equipment, office services and outgoings, office facilities and utilities. 2. BACKGROUND AND REASON FOR THE TRANSACTION The Company is an investment holding company. The Group is principally engaged in the business of manufacturing of liquid crystal display panels. NTGM which is a wholly owned subsidiary of the controlling shareholder of the Company, NTEI, provides business facilities and services to the NTEI group of companies. Reference is made to the announcement of the Company dated 3rd May 2004