09:37 DICKSON CONCEPT<00113> - Announcement (3) Licence Fee: Based on a certain percentage of the monthly sales made at the sales corner but subject to a minimum monthly licence fee payment of HK$82,000, to be paid in cash within 20 days of each month in arrears Fixture Fee: HK$6,600 per month, to be paid in cash within 20 days of each month in arrears The maximum annual caps (including licence fees and fixture fees) receivable by Hong Kong Seibu Enterprise under the period of Agreement No. 4 for the financial years ending 31st March, 2005, 31st March, 2006 and 31st March, 2007 will be HK$443,000, HK$1,209,200 and HK$838,700 respectively. The aforesaid maximum annual caps were derived based on the estimated annual growth after taking into consideration the amount of licence fee and fixture fee for a total of HK$265,800 received by Hong Kong Seibu Enterprise from S.T. Dupont Marketing in respect of the above sales corner for the three months commencing 1st November, 2004, the size and location of the sales corner, the prestige of the relevant brand and its products, the prevailing as well as the expected market conditions. (E) Licence Agreement with Tommy Hilfiger Marketing ("Agreement No. 5") Hong Kong Seibu Enterprise and Tommy Hilfiger Marketing entered into a licence agreement regarding the following licence on 3rd February, 2005: Grantor: Hong Kong Seibu Enterprise Licensee: Tommy Hilfiger Marketing Premises: A sales corner in the Langham Place Seibu Store Area: About 337 sq. ft. Period: Two years from 1st November, 2004 Licence Fee: Based on a certain percentage of the monthly sales made at the sales corner but subject to a minimum monthly licence fee payment of HK$84,250, to be paid in cash within 20 days of each month in arrears Fixture Fee: HK$9,000 per month, to be paid in cash within 20 days of each month in arrears The maximum annual caps (including licence fees and fixture fees) receivable by Hong Kong Seibu Enterprise under the period of Agreement No. 5 for the financial years ending 31st March, 2005, 31st March, 2006 and 31st March, 2007 will be HK$466,250, HK$1,119,000 and HK$689,250 respectively. The aforesaid maximum annual caps were derived based on the estimated annual growth after taking into consideration the amount of licence fee and fixture fee for a total of HK$279,750 received by Hong Kong Seibu Enterprise from Tommy Hilfiger Marketing in respect of the above sales corner for the three months commencing 1st November, 2004, the size and location of the sales corner, the prestige of the relevant brand and its products, the prevailing as well as the expected market conditions. REASON FOR THE TRANSACTIONS The shop space under Agreement No. 1 is currently used by Dickson Stores as a retail shop and the renewal of Agreement No. 1 for continued operation of the relevant retail shop is a practical commercial decision of the Group. The licensing of the sales corners under Agreements Nos. 2 to 5 are practical commercial decisions of the Group and will ensure steady income to Hong Kong Seibu Enterprise. The housing of the various brands in the relevant Hong Kong Seibu department stores will reinforce Hong Kong Seibu's status as one of the most prestigious department store groups in Hong Kong. The rental payment under Agreement No. 1 was determined with reference to the open market for properties of similar size and location and prevailing market conditions. The licence fee and fixture fee (if applicable) payments under Agreements Nos. 2 to 5 were determined with reference to prevailing market conditions, the size and location of the respective sales corners within the Hong Kong Seibu department stores and the relevant brands. The Directors, including the independent non-executive Directors, consider that the entering into of Agreements Nos. 1 to 5 is in the ordinary and usual course of business of the Group, on normal commercial terms which were negotiated at arm's length, are no less favourable to the Group than those available to or from (as appropriate) independent third parties, are fair and reasonable and are in the interests of the Company and its shareholders as a whole.