On 31 December 2014, the Company entered into a new master sale and purchase agreement (the “2014 Master Sale and Purchase Agreement”) with COFCO Corporation (“COFCO”) to renew the existing Master Sale and Purchase Agreement pursuant to which the Group will continue to, subject to the Group’s regular review and at the Group’s option, purchase white sugar, edible oil, other raw materials and related products (including packaging materials) from COFCO, its subsidiaries and certain associated companies (collectively “COFCO Corporation Group Companies”) for a term of three years commencing from 1 January 2015 and ending on 31 December 2017, which may be extended at the Company’s option, for a further period of not more than three continuous years, subject to compliance with any relevant requirement under the Listing Rules. The annual transaction amount under the 2014 Master Sale and Purchase Agreement for each of the three years ended 31 December 2015, 2016 and 2017 was not expected to exceed RMB800,000,000, RMB800,000,000 and RMB1,000,000,000 respectively.
As COFCO, being a substantial shareholder of the Company, is a connected person of the Company, the transactions under the 2014 Master Sale and Purchase Agreement constituted continuing connected transactions of the Group.
For the year ended 31 December 2017, the total amount paid/
payable by the Group to COFCO Corporation Group Companies for the purchase of white sugar, edible oil, other raw materials and related products (including packaging materials) was approximately RMB798,045,000.
CMD has purchased feedstuffs and other related materials from COFCO Corporation Group Companies (the “CMD Transactions”) during the year ended 31 December 2017. The transaction amount under the CMD Transactions for the year ended 31 December 2017 which consitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules was not expected to exceed RMB200,000,000.
For the year ended 31 December 2017, the total amount paid/
payable by CMD to COFCO Corporation Group Companies for the CMD Transactions which consitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules was approximately RMB170,579,000.
92 China Mengniu Dairy Company Limited 中國蒙牛乳業有限公司
REPORT OF THE DIRECTORS
董事會報告鑒於預計二零一四年總購銷協議於二零一七年 十二月三十一日屆滿，本公司已向中糧集團發出 延長通知（「延長通知」），以行使其權利延長二零 一四年總購銷協議，協議期為三年。本公司於二 零一七年十二月二十七日收到中糧集團確認收到 延長通知。於延長二零一四年總購銷協議後，本 集團將於由二零一八年一月一日起至二零二零年 十二月三十一日止期間，繼續向中糧集團公司採 購（在本集團定期檢討及本集團有權選擇之前提 下）白砂糖、食用油、其他原料及相關產品（包括 包裝材料）。截至二零一八年、二零一九年及二 零二零年十二月三十一日止三個年度各年，二零 一四年總購銷協議項下之年度交易額預期將不多 於人民幣1,500,000,000元。
由於中糧集團（作為本公司之主要股東）為本公司 之關連人士，故根據二零一四年總購銷協議（經延 長通知延長）項下的交易構成本集團的持續關連交 易。
由於二零一四年總購銷協議（經延長通知延長）項 下交易價值之適用百分比率按年度基準高於0.1%
但低於5%，故二零一四年總購銷協議（經延長通 知延長）項下之持續關連交易須遵守上市規則第 14A章有關申報、公告及年度審閱的規定，惟獲豁 免遵守有關獨立股東批准的規定。
In view of the anticipated expiration of the term of the 2014 Master Sale and Purchase Agreement on 31 December 2017, the Company has delivered an extension notice (the “Extension Notice”) to COFCO to exercise its right to extend the term of the 2014 Master Sale and Purchase Agreement for a further three years. The Company received a confirmation from COFCO on 27 December 2017 acknowledging receipt of the Extension Notice.
Following the extension of the term of the 2014 Master Sale and Purchase Agreement, the Group will continue to purchase (subject to the Group’s regular review and at the Group’s option) white sugar, edible oil, other raw materials and related products (including packaging materials) from COFCO Corporation Group Companies for a term commencing from 1 January 2018 and ending on 31 December 2020. The annual transaction amount under the 2014 Master Sale and Purchase Agreement for each of the three years ending 31 December 2018, 2019 and 2020 is not expected to exceed RMB1,500,000,000.
As COFCO, being a substantial shareholder of the Company, is a connected person of the Company, the transactions under the 2014 Master Sale and Purchase Agreement (as extended by the Extension Notice) constituted continuing connected transactions of the Group.
As the applicable percentage ratios in respect of the transaction value under the 2014 Master Sale and Purchase Agreement (as extended by the Extension Notice) are on an annual basis more than 0.1% but less than 5%, the continuing connected transactions under the 2014 Master Sale and Purchase Agreement (as extended by the Extension Notice) are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
Annual Report 2017 二零一七年年報 93
REPORT OF THE DIRECTORS
董事會報告CMD has purchased feedstuffs and other related materials from COFCO Corporation Group Companies in the past and will continue to purchase feedstuffs and other related materials from COFCO Corporation Group Companies commencing from 1 January 2018.
The annual transaction amount under the CMD Transactions for each of the three years ending 31 December 2018, 2019 and 2020 is not expected to exceed RMB500,000,000. The aggregated annual transaction amount (i) under the 2014 Master Sale and Purchase Agreement (as extended by the Extension Notice) and (ii) of the CMD Transactions for each of the three years ending 31 December 2018, 2019 and 2020 is not expected to exceed RMB2,000,000,000. The applicable percentage ratios in respect of the aggregated transaction value (i) under the 2014 Master Sale and Purchase Agreement (as extended by the Extension Notice) and (ii) of the CMD Transactions for each of the three years ending 31 December 2018, 2019 and 2020 are on an annual basis more than 0.1% but less than 5%.
For further details about the 2014 Master Sale and Purchase Agreement and the extension of its term, please refer to the announcements of the Company dated 31 December 2014 and 28 December 2017.
The independent non-executive Directors of the Company have reviewed the continuing connected transactions set out above and have confirmed that these continuing connected transactions were entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and (iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole. The Company confirms that it has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules.
Ernst & Young, the Company’s auditors, were engaged to report on the Group’s continuing connected transactions and the CMD Transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and with reference to Practice Note 740 Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules issued by the Hong Kong Institute of Certified Public Accountants. Ernst & Young have issued their unqualified letter containing their findings and conclusions in respect of the continuing connected transactions disclosed above by the Group in accordance with Rule 14A.56 of the Listing Rules. A copy of the auditors’ letter has been provided by the Company to the Stock Exchange.
現代牧業過往向中糧集團公司採購飼料及其他有 關物料，且自二零一八年一月一日起將繼續向中 糧集團公司採購飼料及其他有關物料。截至二零 一八年、二零一九年及二零二零年十二月三十一 日止三個年度，現代牧業交易項下之年度交易金 額預期不超過人民幣500,000,000元。截至二零 一八年、二零一九年及二零二零年十二月三十一 日止三個年度，有關（i）二零一四年總購銷協議（經 延長通知延長）項下及（ii）現代牧業交易之總年度 交易金額預期不超過人民幣2,000,000,000元。截 至二零一八年、二零一九年及二零二零年十二月 三十一日止三個年度，有關（i）二零一四年總購銷 協議（經延長通知延長）項下及（ii）現代牧業交易之 交易總值之適用百分比率按年度基準高於0.1%但 低於5%。
有關二零一四年總購銷協議及延長其條款之進一 步詳情，請參閱本公司日期為二零一四年十二月 三十一日及二零一七年十二月二十八日之公告。
本公司獨立非執行董事已審閱上文所載之持續關 連交易，並已確認該等持續關連交易乃(i)於本集團 日常及一般業務過程中進行；(ii)按正常商業條款 或更佳條款而進行；及(iii)根據規管上述交易的相 關協議條款進行，而該等條款屬公平、合理，並 符合股東之整體利益。本公司確認其已遵守上市 規則第14A章的披露規定。
本公司之核數師－安永會計師事務所獲委聘根據 香港會計師公會頒佈的香港核證委聘準則第3000 號「對過往財務資料進行審核或審閱以外的核證委 聘」及參考實務說明第740號「關於香港上市規則所 述持續關連交易的核數師函件」，對本集團的持續 關連交易及現代牧業交易進行報告。安永會計師 事務所已根據上市規則第14A.56條發出無保留意 見函，當中載有彼等就本集團於上文披露之持續 關連交易之發現及結論。本公司已向聯交所提供 核數師函之副本。
94 China Mengniu Dairy Company Limited 中國蒙牛乳業有限公司