COUNTRY GARDEN HOLDINGS COMPANY LIMITED : · 2012-10-31 … – 4

10/31/2012| 08:28am US/Eastern

Hong Kong Exchanges and Clearing Limited and The Stock
Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to
its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of
this announcement.

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2007)

CONTINUING CONNECTED TRANSACTIONS

The Board is pleased to announce that the Group has entered
into (1) the Design Services
Supplemental Agreement and (2) the Framework Agreement both
on 31 October 2012.

Design Services Supplemental Agreement

Reference is made to the announcements of the Company dated
20 June 2008 and 17 December
2010 in relation to the continuing connected transactions for
the provision of property design and interior design services
by Elite Architectural Co. to the Group under the Existing
Design Services Agreement.
On 31 October 2012, Shunde Country Garden Co., a wholly-owned
subsidiary of the Company, entered into the Design Services
Supplemental Agreement with Elite Architectural Co. pursuant
to which both parties agreed to broaden the scope of services
provided by Elite Architectural Co. to the Group under the
Existing Design Services Agreement.
The applicable percentage ratios of the annual cap of RMB650
million for the Design Services Supplemental Agreement exceed
0.1% but are below 5%. Therefore, the transactions
contemplated under the Design Services Supplemental Agreement
are only subject to the reporting and announcement
requirements but are exempt from the independent
shareholders’ approval requirement under Chapter 14A of the
Listing Rules.
Elite Architectural Co. is owned by certain Directors,
namely, Ms. YANG Huiyan (as to 52%), Mr. YANG Erzhu (as to
12%), Mr. SU Rubo (as to 12%), Mr. ZHANG Yaoyuan (as to 12%)
and Mr. OU Xueming (as to 12%). Ms. YANG Huiyan is also the
ultimate controlling shareholder of the Company. Elite
Architectural Co. is an associate of Ms. YANG Huiyan and is
therefore a connected person of the Company.

Lighting Supply Agreement

On 31 October 2012, Shunde Country Garden Co., a wholly-owned
subsidiary of the Company, entered into a framework agreement
with Guangdong Shenghui pursuant to which the parties agreed
that Guangdong Shenghui will supply lighting equipments,
distribution board/control cabinet and provide relevant
lighting design and installation work to Shunde Country
Garden Co. and other subsidiaries of the Group for a term
between 31 October 2012 to 31 December 2014 and subject to
the terms and conditions set out in the Lighting Supply
Agreement.
The applicable percentage ratios of the annual cap of RMB180
million for the Lighting Supply Agreement exceed 0.1% but are
below 5%. Therefore, the transactions contemplated under the
Lighting Supply Agreement are only subject to the reporting
and announcement requirements but are exempted from the
independent shareholders’ approval requirement under Chapter
14A of the Listing Rules.
Guangdong Shenghui is a wholly owned subsidiary of Chuangyuan
Investment Co.. The shareholding of Chuangyuan Investment is
90% owned by Ms. YANG Zhiying, a Director of the Company and
10% owned by Mr. Chen Chong (the husband of Ms. YANG Huiyan,
the vice chairman of the Company). Guangdong Chuangyuan is an
associate of Ms. YANG Ziying and is therefore a connected
person of the Company.

THE DESIGN SERVICES SUPPLEMENTAL AGREEMENT

Reference is made to the announcement of the Company dated 20
June 2008 and 17 December
2010 in relation to the continuing connected transactions for
the provision of property design and interior design services
by Elite Architectural Co. to the Group under the Existing
Design Services Agreement.
On 31 October 2012, Shunde Country Garden Co., a wholly owned
subsidiary of the Company entered into the Design Services
Supplemental Agreement with Elite Architectural Co.. Under
the Design Services Supplemental Agreement, both parties
agreed to broaden the scope of services provided by Elite
Architectural Co. to the Group under the Existing Design
Services Agreement. In addition to the provision of property
design and interior design services under the Existing Design
Services Agreement, Elite Architectural Co. agreed to provide
survey work to the Group. Save for the amendment of the scope
of services stated above, all the other provisions of the
Existing Design Services Agreement remain unchanged.

The Annual Cap

The Board does not consider an amendment of the annual cap
for the Design Services Supplemental Agreement for each of
the financial years ending 31 December 2012 and 31 December
2013 necessary.

Principal Activities and Reasons for and Benefit of Entering
into the Design Services

Supplemental Agreement

The Company is an investment holding company and its
subsidiaries, including Shunde Country Garden Co., are
principally engaged in property development in the PRC
including property development, construction, fitting and
decoration, property management and hotel operation.
Elite Architectural Co. is a company which provides survey
work, property design and interior design services to
property development projects and has been providing property
design and interior design services to the Group for a long
time. The Board believes that given the long term stable,
smooth and efficient working relationship between Elite
Architectural Co. and the Group, engaging Elite Architectural
Co. to provide a one-stop service and be involved from an
early stage of the property development projects will be more
efficient and expedite the development process and will be
beneficial to the Group.
The Directors (including the independent non-executive
Directors) are of the view that the Design Services
Supplemental Agreement is entered into in the ordinary and
usual course of business of the Group, on normal commercial
terms which are fair and reasonable and in the interests of
the Company and the Shareholders as a whole.

Listing Rules Implication

Elite Architectural Co. is owned by certain Directors,
namely, Ms. YANG Huiyan (as to 52%), Mr. YANG Erzhu (as to
12%), Mr. SU Rubo (as to 12%), Mr. ZHANG Yaoyuan (as to 12%)
and Mr. OU Xueming (as to 12%). Ms. YANG Huiyan is also the
ultimate controlling shareholder of the Company. Elite
Architectural Co. is an associate of Ms. YANG Huiyan and is
therefore a connected person of the Company.
In respect of the Design Services Supplemental Agreement, as
one or more of the applicable percentage ratios in respect of
the transactions contemplated therein are more than 0.1% but
less than 5%, the transactions contemplated under the Design
Services Supplemental Agreement are only subject to the
reporting and announcement requirements but are exempt from
the independent shareholders’ approval requirement under
Chapter 14A of the Listing Rules.
Given that (i) Ms. YANG Huiyan, Mr. YANG Erzhu, Mr. SU Rubo,
Mr. ZHANG Yaoyuan and Mr. OU Xueming (all being the
substantial shareholders of Elite Architectural Co.) and (ii)
Mr. YEUNG Kwok Keung, Ms. YANG Ziying, Mr. YANG Zhicheng and
Mr. YANG Yongchao (all being the associates of Ms. YANG
Huiyan) are the executive Directors and have a material
interest in the Design Services Supplemental Agreement, they
have abstained from voting on the resolutions at the Board
meeting to approve the transactions contemplated under the
Design Services Supplemental Agreement.

THE LIGHTING SUPPLY AGREEMENT

Principal Terms

Date : 31 October 2012
Parties : (1) Shunde Country Garden Co., a wholly-owned
subsidiary of the
Company; and
(2) Guangdong Shenghui
Term : From 31 October 2012 to 31 December 2014
Subject : the supply of lighting equipments, distribution
board/control cabinet and provide relevant design and
installation work to members of the Group
Price : the purchase price for each transaction under the
Lighting Supply Agreement will be determined on a fair trade
and normal commercial terms basis and payable on a case by
case basis with reference to the market price and shall be no
less favourable than that available to any independent third
parties and the price of which shall be settled within 10
working days after the parties thereto have confirmed the
amount of products and services fees for each
project/transaction

The Annual Cap and Basis of Determination

It is expected that the prices payable by the Group to
Guangdong Shenghui under the Lighting Supply Agreement for
the remainder of the financial year ending 31 December 2012
and each of the financial years ending 31 December 2013 and
31 December 2014 will not exceed RMB100,000,000,
RMB150,000,000 and RMB180,000,000 respectively.
The annual caps have been determined with reference to (i)
the prices of the lighting equipments, distribution
board/control cabinet and provision of relevant lighting
design and installation work; and (ii) the anticipated future
demand.

Principal Activities and Reasons for and Benefit of Entering
into the Lighting Supply

Agreement

The Company is an investment holding company and its
subsidiaries, including Shunde Country Garden Co., are
principally engaged in property development in the PRC
including property development, construction, fitting and
decoration, property management and hotel operation.
Guangdong Shenghui is a company which produces, sells,
designs and installs lighting equipments and accessories. The
Board believes that the design and quality standard of
products of Guangdong Shenghui meet the high quality
requirements of the Group and Guangsheng Shenghui will also
be able, on a timely basis, to provide special product design
to meet the specific requirements of the Group and to provide
maintenance and other post-sales services. Thus, engaging
Guangdong Shenghui to supply lighting products and relevant
services eg installation to members of the Group (without
affecting or prejudicing the ability of the Group to source
similar products from other reputable third parties eg
through tenders) will be beneficial to the Group.
The Directors (including the independent non-executive
Directors) are of the view that the Lighting Supply Agreement
is entered into in the ordinary and usual course of business
of the Group, on normal commercial terms which are fair and
reasonable and in the interests of the Company and the
Shareholders as a whole.

Listing Rules Implication

Guangdong Shenghui is a wholly subsidiary of Chuangyuan
Investment. The shareholding of
Chuangyuan Investment is 90% owned by Ms. YANG Ziying, a
Director of the Company; and
10% owned by Mr. Chen Chong (the husband of Ms. YANG Huiyan,
the vice chairman of the Company). Guangdong Shenghui is an
associate of Ms. YANG Ziying and is therefore a connected
person of the Company.
The applicable percentage ratios of the annual cap of for the
Lighting Supply Agreement exceed
0.1% but are below 5%. Therefore, the transactions
contemplated under the Lighting Supply Agreement are only
subject to the reporting and announcement requirements but
are exempt from the independent shareholders’ approval
requirement under Chapter 14A of the Listing Rules.
Given that (i) Ms. YANG Ziying is the substantial ultimate
shareholder of Guangdong Shenghui; and (ii) Mr. YEUNG Kwok
Keung, Ms. YANG Huiyan, Mr. YANG Zhicheng and Mr. YANG
Yongchao (all being the associates of Ms. YANG Ziying) are
the executive Directors and have a material interest in the
Lighting Supply Agreement, they have abstained from voting on
the resolutions at the Board meeting to approve the
transactions contemplated under the Lighting Supply
Agreement.

DEFINITIONS

In this announcement, the following expressions shall have
the meanings set out below unless the context requires
otherwise:
“associate” has the meaning ascribed to it under the Listing
Rules
“Board” the board of Directors
“Chuangyuan Investment” Foshan Shunde Chuangyuan Investment
Limited (

COUNTRY GARDEN HOLDINGS COMPANY LIMITED : · 2012-10-31 … – 4

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