Lenovo 2009 Annual Report Download - page 75

2008/09 Annual Report Lenovo Group Limited
73
Connected transactions (continued)
Continuing connected transactions (continued)
3. On March 31, 2009, the Company entered into a Master Services Agreement with Lenovo Mobile, replacing the TSA
mentioned in paragraph 2(c) above, in respect of the sharing of office spaces, provision of logistic, administrative and
information technology services by the Group to 聯想控股有限公司(Legend Holdings Limited) and its subsidiaries and
associates (the “Legend Group”) for a term of three years commencing from April 1, 2009 and expiring on March 31, 2012.
The annual cap amount of the transactions for each of the three financial years ending March 31, 2012 are HK$25,000,000.
Details of this Master Services Agreement are set out in the Company’s announcement dated March 31, 2009.
4. On September 5, 2008, the Company entered into three master agreements (the “Master Agreements”) with Lenovo Mobile,
APLL-Zhiqin Technology Logistics Limited (“APLL”) and 北京聯想調頻科技有限公司 (Beijing Legend Tiaopin Technology
Limited) (“Legend Tiaopin”), respectively for a term commencing from September 5, 2008 and expiring on March 31, 2010.
Lenovo Mobile, APLL and Legend Tiaopin are regarded as associates of the controlling shareholder of the Company and thus
connected persons within the meaning of the Listing Rules. Details of the Master Agreements are set out in the Company’s
announcement dated September 9, 2008.
Products/Services provided under the Master Agreements:
Master Agreement with Lenovo Mobile
(i) Sale of mobile handsets, IT products and services, R&D services for computing devices (the “Legend Products and
Services”) from the Legend Group to the Group; and
(ii) Sale of personal computers, servers, peripherals and the related services (the “Computing Products and Services”) from
the Group to the Legend Group.
Master Agreement with APLL
(i) Provision of logistics service from the Legend Group to the Group; and
(ii) Sale of the Computing Products and Services from the Group to the Legend Group.
Master Agreement with Legend Tiaopin
(i) Provision of IT products and services (“IT Products and Services”) from the Legend Group to the Group; and
(ii) Sale of Computing Products and Services from the Group to the Legend Group.
Annual Cap Amount of the transactions:
(i) The aggregate amount payable by the Group to the Legend Group for sale of Legend Products and Services and the IT
Products and Services will not exceed US$39,000,000 and US$50,000,000 for the year ended March 31, 2009 and the
year ending March 31, 2010 respectively;
(ii) The aggregate amount payable by the Group to the Legend Group for the provision of logistics services will not exceed
US$5,000,000 and US$6,000,000 for the year ended March 31, 2009 and the year ending March 31, 2010 respectively;
and
(iii) The aggregate amount payable by the Legend Group to the Group for the sale of Computing Products and Services will
not exceed US$5,000,000 and US$6,000,000 for the year ended March 31, 2009 and the year ending March 31, 2010
respectively.
In accordance with rule 14A.37 of the Listing Rules, the independent non-executive directors of the Company have reviewed the
above continuing connected transactions and confirmed that the transactions have been entered into:
(1) In the ordinary and usual course of business of the Group;
(2) Either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal
commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third
parties; and
(3) In accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the
shareholders of the Group as a whole.