09:23 DICKSON CONCEPT<00113> - 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. Dickson Concepts (International) Limited (incorporated in Bermuda with limited liability) (Stock Code: 0113) CONTINUING CONNECTED TRANSACTIONS The Board announces that on 25th April, 2005, the Agreement was entered into between DCWL and Dickson Trading (S). The DTG Group is wholly-owned by Mr. Dickson Poon, a Director and substantial shareholder of the Company, and is deemed to be a connected person for the purpose of the Listing Rules. Accordingly, the Sales of Merchandise under the Agreement constitute continuing connected transactions of the Company under Rule 14A.14 of the Listing Rules, and are therefore subject to reporting, announcement, Independent Shareholders' approval and annual review requirements under Rules 14A.45 to 14A.48 and Rules 14A.37 to 14A.40 of the Listing Rules respectively. A circular containing, among other matters, (i) the details of the Continuing Connected Transactions; (ii) the advice of the Independent Board Committee to the Independent Shareholders; (iii) the advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the SGM will be despatched to the shareholders of the Company as soon as practicable. The Board announces that on 25th April, 2005, the Agreement was entered into between DCWL and Dickson Trading (S). DETAILS OF THE AGREEMENT Date: 25th April, 2005 Seller: DCWL Purchaser: Dickson Trading (S) merchandise of different brand names including apparel, accessories and watches, of which the Group owns the distribution rights of the respective merchandise in Asia, to the DTG Group Term: The Agreement has a fixed term of three years ending 31st March, 2008. Either party may terminate the Agreement without cause by serving the other party with not less than three months' prior written notice. Both parties may agree to and renew the Agreement in writing upon expiry on 31st March, 2008 for another three years subject to compliance with the applicable Listing Rules Price: The selling prices of the merchandise will be the standard wholesale prices or with a trade discount ranging from 5 per cent. to 10 per cent., due upon shipment of the merchandise and to be settled in cash with a credit period of up to 60 days Transactions regarding the Sales of Merchandise were disclosed in the announcement dated 30th May, 2002 of the Company and the circular dated 20th June, 2002 of the Company and were approved by the then Independent Shareholders at the special general meeting of the Company held on 8th July, 2002. A waiver from strict compliance with the disclosure and independent shareholders' approval requirements under the Listing Rules for the three financial years ended 31st March, 2005 was then granted by the Stock Exchange to the Company on 15th July, 2002 in respect of the Sales of Merchandise. The Sales of Merchandise by the Group to the DTG Group for the two financial years ended 31st March, 2003 and 31st March, 2004 were HK$68,289,000 and HK$99,400,000 respectively. The Directors propose that the annual caps for the Sales of Merchandise under the Agreement for the three financial years ending 31st March, 2006, 31st March, 2007 and 31st March, 2008 will be HK$102 million, HK$120 million and HK$157 million respectively. The aforesaid annual caps are derived based on the historical figures of the Sales of Merchandise, the estimated annual growth of the sales, the prevailing as well as the expected market conditions.