Melbourne Enterprises : CONNECTED TRANSACTION

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.

MELBOURNE ENTERPRISES LIMITED

萬邦投資有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 158)

CONTINUING CONNECTED TRANSACTION

TENANCY AGREEMENT

On 30 July 2020, the Company as landlord and Fu Hop as tenant entered into the New Tenancy Agreement in respect of the leasing of the Premises.

As Fu Hop is owned as to approximately 99.99% by Mr. Chung who is an executive Director, it is an associate of Mr. Chung. Further, as the shareholders of Fu Hop, namely, Mr. Chung, Mr. Frederick Chung (an executive Director), Mr. Robert Chung (a non-executive Director) and Mr. Chung Kin Shu Kenneth are all family members (as defined under the Listing Rules), Fu Hop is also an associate of each of Mr. Frederick Chung and Mr. Robert Chung. Accordingly, Fu Hop is a connected person of the Company under Chapter 14A the Listing Rules and the New Tenancy Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As more than one of the Annual Cap Amounts exceed HK$3,000,000 and some of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules are more than 0.1% but all applicable percentage ratios are less than 5%, the transactions contemplated under the New Tenancy Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

THE NEW TENANCY AGREEMENT

The Premises is currently subject to an existing tenancy agreement which will expire on 31 July 2020. As the existing tenant will not be renewing the tenancy upon its expiration, the Company has entered into the New Tenancy Agreement with Fu Hop on 30 July 2020 to lease the Premises to Fu Hop for a term of two years from 1 August 2020. The principal terms of the New Tenancy Agreement are as follows:-

Parties

: the Company as landlord and Fu Hop as tenant

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Premises being leased	: Room Nos. 2401-2411 on the 24th Floor together with the use of the
	Roof Floor of Melbourne Plaza, 33 Queen's Road Central, Hong
	Kong
Tenancy Term	: 1 August 2020 to 31 July 2022
Rental	: HK$302,976 per month exclusive of rates, air-conditioning charges
	and management fee
Air-conditioning charges	: air-conditioning charges of HK$21,460 per month and management
and management fee	fee of HK$21,460 per month

The rental, air-conditioning charges and management fee are all payable in advance on the first day of each and every calendar month. According to the New Tenancy Agreement, the Company may, once in every twelve months, by one month's written notice increase the air-conditioning charges and/or management fee by not more than 10% of the original amount of such charges and/or fees.

Based on the monthly rental, air-conditioning charges and management fee payable by Fu Hop to the Company under the New Tenancy Agreement and also taking into account any increment in the air- conditioning charges and management fee and catering for additional air-conditioning charges which may be payable by Fu Hop to the Company in the event that Fu Hop uses air-conditioning services outside of normal hours, it is expected that the annual maximum amounts payable to the Company under the New Tenancy Agreement for each of the three financial years ending 30 September 2020, 30 September 2021 and 30 September 2022 will not exceed HK$695,000, HK$4,200,000 and HK$3,510,000 respectively (collectively referred to as the "Annual Cap Amounts").

REASONS FOR AND BENEFITS OF ENTERING INTO THE NEW TENANCY AGREEMENT

Since the existing tenancy agreement will expire on 31 July 2020 and will not be renewed by the current tenant, the Company will need to look for a replacement tenant for the Premises such that the Company can continue to receive recurring rental income in connection with the Premises. As Fu Hop is an associate of certain Directors in the manner as described below, the Company would prefer to rent the Premises to such company which shareholders the Company are familiar with and which it can ensure punctual payment of rental and related charges. Due to the reasons set out above, the Company agreed to lease the Premises to Fu Hop.

The terms of the New Tenancy Agreement were negotiated on an arm's length basis and the rental, air-conditioning charges and management fee chargeable under the New Tenancy Agreement were determined with reference to the rental of other premises of Melbourne Plaza as agreed amongst the Company and other tenants recently.

The Directors (including the independent non-executive Directors) consider that the terms of the New Tenancy Agreement and the transactions contemplated thereunder are fair and reasonable, and are on normal commercial terms and in the ordinary course of business of the Company, and are in the interests of the Company and the shareholders of the Company as a whole. In view of the interests of Mr. Chung, Mr. Frederick Chung and Mr. Robert Chung in Fu Hop as mentioned below and that Mr. Chung, Mr. Frederick Chung and Mr. Robert Chung are also directors of Fu Hop, each of them had abstained from voting in respect of the resolutions proposed at the meeting of the Board to approve the New Tenancy Agreement, the transactions contemplated thereunder and the Annual Cap Amounts.

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Save as disclosed above, none of the other Directors had a material interest in the transactions contemplated under the New Tenancy Agreement.

LISTING RULES IMPLICATIONS

As Fu Hop is owned as to approximately 99.99% by Mr. Chung who is an executive Director, it is an associate of Mr. Chung. Further, as the shareholders of Fu Hop, namely, Mr. Chung, Mr. Frederick Chung (an executive Director), Mr. Robert Chung (a non-executive Director) and Mr. Chung Kin Shu Kenneth are all family members (as defined under the Listing Rules), Fu Hop is also an associate of each of Mr. Frederick Chung and Mr. Robert Chung. Accordingly, Fu Hop is a connected person of the Company under Chapter 14A the Listing Rules and the New Tenancy Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As more than one of the Annual Cap Amounts exceed HK$3,000,000 and some of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules are more than 0.1% but all applicable percentage ratios are less than 5%, the transactions contemplated under the New Tenancy Agreement are subject to the reporting, announcement and annual review requirements but are exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

The principal activities of the Company are property investment and investment holding in Hong Kong.

The principal activity of Fu Hop is investment holding.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:-

"Annual Cap Amounts"	the annual maximum amounts payable to the Company under the
	New Tenancy Agreement for each of the three financial years ending
	30 September 2020, 30 September 2021 and 30 September 2022, the
	amounts of which are set out in the section titled "The New Tenancy
	Agreement" of this announcement
"associate"	has the meaning ascribed thereto in Chapter 14A of the Listing Rules
"Board"	the board of Directors
"Company"	Melbourne Enterprises Limited 萬邦投資有限公司, a company
	incorporated in Hong Kong with limited liability, the shares of which
	are listed on the Main Board of The Stock Exchange of Hong Kong
	Limited (Stock Code: 158)
"connected person"	has the meaning ascribed thereto in Chapter 14A of the Listing Rules
"Director(s)"	the director(s) of the Company

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"Fu Hop"	Fu Hop Investment Company Limited 富 合 置 業 有 限 公 司, a
	company which shares are owned as to approximately 99.99% by Mr.
	Chung with the remaining approximately 0.01% held equally
	amongst Mr. Frederick Chung, Mr. Robert Chung and Mr. Chung Kin
	Shu Kenneth
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's Republic
	of China
"Listing Rules"	Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
"Mr. Chung"	Mr. Chung Ming Fai, an executive Director
"Mr. Frederick Chung"	Mr. Chung Yin Shu, Frederick, an executive Director
"Mr. Robert Chung"	Mr. Chung Wai Shu, Robert, a non-executive Director
"New Tenancy Agreement"	the tenancy agreement dated 30 July 2020 entered into between the
	Company as landlord and Fu Hop as tenant in relation to the leasing
	of the Premises for the period from 1 August 2020 to 31 July 2022
"Premises"	Rooms 2401-2411 on the 24th Floor together with the use of the Roof
	Floor of Melbourne Plaza, 33 Queen's Road Central, Hong Kong
"%"	per cent.
	By Order of the Board
	MELBOURNE ENTERPRISES LIMITED
	萬邦投資有限公司
	Chung Yin Shu, Frederick
	Director
Hong Kong, 30 July 2020

As at the date of this announcement, the Board comprises (a) three executive directors, namely Mr. Chung Ming Fai, Mr. Chung Yin Shu, Frederick and Mr. Tsang On Yip, Patrick (Mr. Kenneth Lau as his alternate); (b) one non-executive director, namely Mr. Chung Wai Shu, Robert; and (c) three independent non-executive directors, namely Dr. Fong Yun Wah, Mr. Lo Pak Shiu and Mr. Yuen Sik Ming, Patrick.

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