09:58 ICBC (ASIA)<00349> - 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 howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 349) CONTINUING CONNECTED TRANSACTION The Board announces that on 1 April 2005, the Company entered into a Licence Agreement with ICEA in respect of the granting of a licence by the Company for ICEA to occupy the Property for a term commencing on 1 April 2005 and expiring on 31 May 2007, together with option to renew the licence for a further term of three years and another term of three years thereafter at the then current open market licence fee but otherwise on the same terms of the Licence Agreement. As ICEA is ultimately held as to 75% equity interest by ICBC, which in turn is the controlling shareholder of the Company and hence the Licence Agreement constitutes a continuing connected transaction of the Company under Listing Rule 14A.14 and will be subject to the reporting and announcement requirements under Listing Rule 14A.34. Given that the applicable percentage ratios of the Company calculated in accordance with Rule 14.07 of the Listing Rules regarding the maximum aggregate value (excluding the charges payable on reimbursement basis) for the transaction under the Licence Agreement and the 26th Floor Licence Agreement will be less than 2.5%, the Licence Agreement is exempted from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules and the Company will comply with the reporting and announcement requirements as set out in Listing Rules 14A.45 to 14A.47. LICENCE AGREEMENT The Company, as licensor, and ICEA, as licensee, entered into the Licence Agreement whereby the Company granted a licence for ICEA to occupy the Property for a term of twenty six months commencing on 1 April 2005 and expiring on 31 May 2007, with option to renew the licence for a further term of three years and another term of three years thereafter at the then current open market licence fee but otherwise on the same terms of the Licence Agreement. If and when ICEA exercises the first option and, where applicable, the second option to renew the licence, the Company will then comply with the relevant provisions of the Listing Rules. The Company had recently entered into the Lease for a term of 110 months commencing on 1 April 2005 and expiring on 31 May 2014 (both days inclusive) and the Property together with the other properties within the Building leased by the Company from the landlord last year, forms a strategic location for the Group's operation in the long run. The entering into the Lease and the Licence Agreement by the Company enable the Company to be in stronger bargaining position in the long run as a tenant of a number of properties within the Building. As the Company will not be utilising the Property, the Property is licensed to ICEA under the Licence Agreement as permitted under the Lease and the licence fees receivable will contribute fully to the rent payable by the Company under the Lease. The Directors believe that the terms of the Licence Agreement are on normal commercial terms and are fair and reasonable and the entering into the Licence Agreement, are in the interest of the Shareholders as a whole. Under the Licence Agreement, ICEA shall pay the Company a monthly licence fee of HK$89,365.00, monthly management charge of HK$13,647.75, rates of HK$6,450.00 per quarter and other charges on a reimbursement basis for charges payable by the Company under the Lease. Under the Licence Agreement, a three months' licence fee free period applies for the initial term, and the licence fee free period corresponds with a three months' rent free period under the Lease. The amount payable under the Licence Agreement represents the same amount payable by the Company under the Lease. Under the Listing Rules, the Licence Agreement constitutes a continuing connected transaction of the Company under Listing Rule 14A.14. Given that the applicable percentage ratios of the Company calculated in accordance with Listing Rule 14.07 on the maximum aggregate values (excluding the charges payable on reimbursement basis) under the Licence Agreement and the 26th Floor Licence Agreement will be less than 2.5%, the Licence Agreement together with the 26th Floor Licence Agreement will not exceed the threshold under Listing Rule 14A.34. The Licence Agreement will be subject to the reporting and announcement requirements under Listing Rule 14A.34 and is exempted from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. In respect of the Licence Agreement, the Company will comply with the requirements set out in Listing Rules 14A.45 to 14A.47. According to Listing Rule 14A.25, the Licence Agreement is required to be aggregated with the value of the transaction under the 26th