untitled

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.

Dragon Crown Group Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 0935) RENEWAL OF ANNUAL CAPS OF NINGBO STORAGE AGREEMENTS

Reference is made to the Announcements in relation to, among other matters, the Ningbo Storage
Agreements.
Three Supplemental Agreements to the Ningbo Storage Agreements were entered into between
Ningbo Ningxiang and Ningbo FTZ Dragon Crown effective on 13 November 2013, 28 February
2014 and 13 June 2014, respectively, for terminal and storage services for Methanol and all Supplemental Agreements were terminated on 11 January 2014, 29 March 2014 and 22 July 2014, respectively. On 30 July 2014, Ningbo Ningxiang and Ningbo FTZ Dragon Crown entered into the Renewed Additional Order for terminal and storage services for Methanol at the Group's terminal in Ningbo for the period from 1 August 2014 to 31 December 2015. Pursuant to the Renewed Additional Order, the Additional Order was terminated with effect from 1 August 2014.
After entering into of the Supplemental Agreements and the Renewed Additional Order, save for the two years ending 31 December 2014 during which period the Annual Caps remained unchanged, the Annual Cap to be payable to the Group for the provision of services under the Ningbo Storage Agreements for the year ending 31 December 2015 has increased.
Pursuant to Rule 14A.54(1) of the Listing Rules and as the applicable percentage ratios (other than profits ratio) as defined in Rule 14.07 of the Listing Rules and calculated with reference to the renewed Annual Caps each year for the transactions under the Ningbo Storage Agreements are expected to be less than 5%, such transactions will require satisfaction of reporting and announcement requirements under the Listing Rules.

RENEWAL OF ANNUAL CAPS OF NINGBO STORAGE AGREEMENTS

Reference is made to the announcements (the "Announcements") of the Company dated 3 December
2012 (the "2012 Announcement") and 16 July 2013 (the "2013 Announcement") in relation to, among other matters, the Ningbo Storage Agreements. Capitalised terms used herein, unless otherwise defined, shall have the same meaning as those stated in the Announcements.
1
On 1 January 2010, Ningbo Ningxiang and DC Investments entered into the DC Investments Storage Agreement, pursuant to which Ningbo Ningxiang agreed to provide DC Investments with terminal and storage services for Phenol at the Group's terminal in Ningbo. The term of the DC Investments Storage Agreement expired on 31 December 2012.
On 3 December 2012, Ningbo Ningxiang and Ningbo FTZ Dragon Crown, the wholly-owned subsidiary of DC Investments, entered into the Ningbo Storage Agreement, pursuant to which Ningbo Ningxiang agreed to provide Ningbo FTZ Dragon Crown with terminal and storage services at the Group's terminal in Ningbo. The term of the Ningbo Storage Agreement is for the period of three years from 1 January
2013 to 31 December 2015.
On 16 July 2013, pursuant to the Ningbo Storage Agreement, Ningbo Ningxiang and Ningbo FTZ Dragon Crown entered into the Additional Order for terminal and storage services for Methanol at the Group's terminal in Ningbo for the period from 16 July 2013 to 31 December 2015. In addition, three supplemental agreements (the "Supplemental Agreements") to the Ningbo Storage Agreements were entered in between Ningbo Ningxiang and Ningbo FTZ Dragon Crown effective on 13 November 2013,
28 February 2014 and 13 June 2014, respectively, for terminal and storage services for Methanol and all Supplemental Agreements have been terminated on 11 January 2014, 29 March 2014 and 22 July 2014, respectively.
On 30 July 2014, pursuant to the Ningbo Storage Agreement, Ningbo Ningxiang and Ningbo FTZ Dragon Crown entered into a renewed additional order (the "Renewed Additional Order", together with the Ningbo Storage Agreement, the Additional Order, the Supplemental Agreements, the "Ningbo Storage Agreements") for terminal and storage services for Methanol at the Group's terminal in Ningbo for the period from 1 August 2014 to 31 December 2015. Pursuant to the Renewed Additional Order, the Additional Order was terminated with effect from 1 August 2014.
Pursuant to the Ningbo Storage Agreement, the fees for the provision of terminal storage services shall be specified in the additional order to be separately entered into by the parties. Pursuant to the Renewed Additional Order, the monthly fee payable by Ningbo FTZ Dragon Crown to the Group for the period between 1 August 2014 and 31 December 2015 shall comprise a monthly storage fee of RMB273,000 (equivalent to approximately HK$346,000) and a monthly loading fee which is determined by actual throughput volume.
The fees payable by Ningbo FTZ Dragon Crown to the Group for the services provided are principally determined by (i) the quantity of the liquid chemical products handled by the Group; and (ii) the period for the storage of the liquid chemical products at the terminal in Ningbo with reference to the market price. The terms offered by Ningbo FTZ Dragon Crown to Ningbo Ningxiang are no less favourable than those offered by other Independent Third Parties in the ordinary course of business.
2
After entering into of the Supplemental Agreements and the Renewed Additional Order, save for the two years ending 31 December 2014 during which period the annual caps remained to be RMB2,696,000 (equivalent to approximately HK$3,414,000) and RMB4,174,000 (equivalent to approximately HK$5,286,000), the annual cap to be payable to the Group for the provision of services under the Ningbo Storage Agreements for the year ending 31 December 2015 has increased to RMB6,120,000 (equivalent to approximately HK$7,750,000) ("Annual Cap(s)"), respectively.
Pursuant to the mutual agreement between the parties and as disclosed in the Group's annual report 2013, the Renewed Phenol Storage Agreement was terminated on 27 October 2013.
Ningbo FTZ Dragon Crown is a wholly-owned subsidiary of DC Investments which in turn is owned as to 98% by Mr. NG, a Director and a Controlling Shareholder. It is principally engaged in trading of chemicals. According to the Listing Rules, Ningbo FTZ Dragon Crown is an associate of Mr. NG and thus a connected person. As Ningbo FTZ Dragon Crown is a connected person of the Company, the Ningbo Storage Agreements constitute continuing connected transactions of the Company under Rule
14A.31 of the Listing Rules.

Historical/estimate transaction value

For the three years ended 31 December 2013 and for the period from 1 January 2014 to 27 October
2014, the fees paid by DC Investments and/or Ningbo FTZ Dragon Crown to the Group for the provision of terminal and storage services for Phenol and Methanol at the Group's terminal in Ningbo amounted to RMB2,514,000 (equivalent to approximately HK$3,184,000), RMB1,847,000 (equivalent to approximately HK$2,339,000), RMB2,438,000 (equivalent to approximately HK$3,088,000) and RMB3,160,000 (equivalent to approximately HK$4,002,000) respectively. It is estimated that the fees paid by Ningbo FTZ Dragon Crown to the Group for the provision of terminal and storage services at the Group's terminal in Ningbo pursuant to the Ningbo Storage Agreements for the year ending 31
December 2015 will exceed the annual cap for the year ending 31 December 2015 for the Ningbo Storage
Agreement as provided in the 2013 Announcement.

Renewed Annual Caps

The renewed Annual Caps of the fees payable to the Group for the provision of terminal and storage services at the Group's terminal in Ningbo under the Ningbo Storage Agreements for the three years ending 31 December 2015 are RMB2,696,000 (equivalent to approximately HK$3,414,000), RMB4,174,000 (equivalent to HK$5,286,000) and RMB6,120,000 (equivalent to approximately HK$7,750,000), respectively. Such renewed Annual Caps are determined based on (i) the actual quantity of liquid chemical products to be handled by the Group during the three years ended 31 December 2013 and the period from 1 January 2014 to 27 October 2014; (ii) the expected quantity of liquid chemical products handled by the Group during the period from 28 October 2014 to 31 December 2014 and the year ending 31 December 2015; and (iii) the expected storage tank rental rate to be charged by the Group during the three years ending 31 December 2015.
3

Reasons for and benefits of the Ningbo Storage Agreements

By entering into of the Renewed Additional Order, the Group can continue with the terminal and storage services at the Group's terminal in Ningbo for Methanol.

Listing Rules implications

Pursuant to Rule 14A.54(1) of the Listing Rules and as the applicable percentage ratios (other than profits ratio) as defined in Rule 14.07 of the Listing Rules and calculated with reference to the renewed Annual Caps each year shown above for the transactions under the Ningbo Storage Agreements are expected to be less than 5%, such transactions will require satisfaction of reporting and announcement requirements under the Listing Rules.
In addition, the Directors (including the independent non-executive Directors, except Mr. NG and Mr. CHONG Yat Chin who, being the shareholders and directors of DC Investments had abstained from voting for the relevant resolutions in the board meeting approving the Supplemental Agreements, Renewed Additional Order and the renewed Annual Caps) confirm that it is in the interests of the Company to continue with the transactions under the Ningbo Storage Agreements and that such transactions are conducted on normal commercial terms or terms that are no less favourable to the Company than those available from other Independent Third Parties, are in the ordinary and usual course of business of the Group and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The Directors (including the independent non-executive Directors, except Mr. NG and Mr. CHONG Yat Chin who, being the shareholders and directors of DC Investments had abstained from voting for the relevant resolutions in the board meeting approving the Supplemental Agreements, Renewed Additional Order and the renewed Annual Caps) are also of the view that the renewed Annual Caps of the Ningbo Storage Agreements and the terms of the Supplemental Agreements and the Renewed Additional Order are fair and reasonable and in the interests of the Shareholders as a whole.

INFORMATION OF THE GROUP

The Company is an investment holding company and the Group is principally engaged in provision of integrated terminal service, specialised in the storage and handling of liquid chemical products. Ningbo Ningxiang is an indirect jointly-controlled entity of the Company.
4

DEFINITIONS

In this announcement, unless otherwise indicated in the context, the following expressions have the same meanings set out below:
"2012 Announcement" has the meaning ascribed to it in this announcement "2013 Announcement" has the meaning ascribed to it in this announcement "Announcements" has the meaning ascribed to it in this announcement "Annual Cap(s)" has the meaning ascribed to it in this announcement "Supplemental Agreements" has the meaning ascribed to it in this announcement "Renewed Additional Order" has the meaning ascribed to it in this announcement "Ningbo Storage Agreements" has the meaning ascribed to it in this announcement

For the purpose of this announcement, conversion of RMB into HK$ is calculated at the conversion rate of HK$1.00 to RMB0.7897. This conversion rate is for purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be, converted at this or any other rates at all.

By Order of the Board

DRAGON CROWN GROUP HOLDINGS LIMITED Ng Wai Man

Chairman

Hong Kong, 27 October 2014

As at the date of this announcement, the executive Directors are Mr. NG Wai Man, Mr. TING Yian Ann, Mr. CHONG Yat Chin and Ms. CHAN Wan Ming and the independent non-executive Directors are Mr. LUO Shijie, Mr. ZHU Wujun and Mr. LAU Sik Yuen.

5

distributed by