Discloseable Transaction - Construction of Golf and Country Club in Phang Nga, Thailand

Date

:

28 June 2019

Parties

:

Highgame; and

KMIT Construction Co., Ltd. (as the Contractor)

To the best of the Directors' knowledge, information and belief

having made all reasonable enquiries, the Contractor and its

ultimate beneficial owners are third parties independent of the

Company and its connected persons.

1

Subject Matter

:

Under the Construction Contract, Highgame has engaged the

Contractor to construct a golf and country club with total area of

approximately 5,300 square meters in two phases, namely Phase 1

Construction and Phase 2 Construction. Phase 2 Construction is

optional and at the discretion of Highgame under the Construction

Contract.

Contract Sum

:

In

total THB329,104,213 (equivalent to approximately

HK$83,592,470) (excluding value-added tax), comprised of the

Phase 1 Contract Sum of THB200,000,000 (equivalent to

approximately HK$50,800,000) and the Phase 2 Contract Sum of

THB129,104,213 (equivalent to approximately HK$32,792,470) (if

applicable).

The Contract Sum will be funded by the Group's internal

resources.

The Contract Sum was determined initially by way of tender

conducted by Highgame and subsequently by arm's length

negotiations between Highgame and the Contractor with reference

to market price of construction of golf and country clubs of similar

scale and specifications.

Expected Date of : 1 July 2019 for Phase 1 Construction.

Commencement

of Works

For Phase 2 Construction (if applicable), Highgame to confirm the

exact date of commencement of works which will be within 60

months from the date of the Construction Contract.

Expected Date of : 30 June 2020 for Phase 1 Construction.

Completion of

Works

For Phase 2 Construction (if applicable), within 8 months from the

commencement of Phase 2 Construction.

Payment Terms

: Highgame will pay each of the Phase 1 Contract Sum and the Phase

2 Contract Sum (if applicable) to the Contractor in the following

manner:

(i)

10% of the respective contract sum to be paid as advance

payment upon commencement of works, subject to the

submission of a bank guarantee of the equivalent amount by

the Contractor;

(ii) the remaining 90% of the respective contract sum to be paid

as monthly payments based on progress of works to be

evaluated by a quantity surveyor;

(v)

the second half of the retention amount shall be released

upon expiry of the respective Defect Liability Period.

Subject to the submission of a bank guarantee of the

equivalent amount to the second half of the retention amount

by the Contractor, the relevant retention monies shall be

released to the Contractor upon completion of works.

Performance

: Performance bond with amount equivalent to 10% of each of the

Security

Phase 1 Contract Sum and the Phase 2 Contract Sum (if applicable)

shall be procured by the Contractor.

Liquidated

: 0.1% of each of the Phase 1 Contract Sum and the Phase 2 Contract

Damages on

Sum (if applicable) per calendar day subject to a maximum amount

Delay

equivalent to 10% of each of the Phase 1 Contract Sum and the

Phase 2 Contract Sum (if applicable).

"Board"

the board of Directors of the Company

"Company"

Pacific Century Premium Developments Limited, a company

incorporated in Bermuda with limited liability, the shares of

which are listed on the main board of the Stock Exchange

(stock code: 00432)

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Construction Contract"

a contract dated 28 June 2019 and entered into between

Highgame and the Contractor relating to the Golf and Country

Club Construction

"Contract Sum"

In

total THB329,104,213 (equivalent

to

approximately

HK$83,592,470) (excluding value-added tax), being the

aggregate contract sum payable by Highgame to the Contractor

in respect of the Golf and Country Club Construction pursuant

to the Construction Contract, comprised of the Phase 1

Contract Sum of THB200,000,000 (equivalent to

approximately HK$50,800,000) and the Phase 2 Contract Sum

of

THB129,104,213

(equivalent

to

approximately

HK$32,792,470) (if applicable)

"Contractor"

KMIT Construction Co., Ltd., a company incorporated in

Thailand with limited liability

"Defect Liability Period"

12 months after the completion of each of the Phase 1

Construction and the Phase 2 Construction (if applicable)

"Directors"

directors of the Company

"Golf and Country Club

the transaction for the construction of a golf and country club

Construction"

with total area of approximately 5,300 square meters being

carried out in two phases, namely Phase 1 Construction and

Phase 2 Construction (if applicable), at the Site by the

Contractor for Highgame pursuant to the Construction Contract

"Group"

the Company and its subsidiaries from time to time

"Highgame"

Highgame Golf Co., Ltd., a company incorporated in Thailand

with limited liability, and an indirect non-wholly owned

subsidiary of the Company

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the People's

Republic of China

4

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Phase 1 Construction"

works which comprise of construction of an arrival pavilion,

golfer facilities, back of house building for operations and

administration, ancillary buildings for building services,

outdoor car parking lots, associated infrastructure and

landscape works as well as site preparation works and piling

works for additional club facilities

"Phase 1 Contract Sum"

THB200,000,000

(equivalent

to

approximately

HK$50,800,000)

"Phase 2 Construction"

works which comprise of construction of the additional club

facilities, swimming pool and outdoor car parking lots, as well

as remaining landscape works, and are at the option of

Highgame

"Phase 2 Contract Sum"

THB129,104,213

(equivalent

to

approximately

HK$32,792,470)

"Share(s)"

ordinary share(s) of HK$0.50 each in the issued share capital

of the Company

"Shareholder(s)"

holder(s) of Shares from time to time

"Site"

plots of land located at Thai-muangSub-district,Thai-muang

District, Phang Nga Province, Thailand

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary"

has the meaning ascribed to it under the Listing Rules

"THB"

Thai Baht, the lawful currency of Thailand

"%"

per cent