1. Counterparties and Background
Gurnard Holdings Limited, a wholly-owned subsidiary of AMS Public Transport Holdings Limited (abbrev. “AMS Public Transport”), executed a renewed Minibus Leasing Framework Agreement on 30 June 2026 with three connected lessors—Maxson Transportation Limited, Hong Kong & China Transportation Consultants Limited and Big Three Limited (collectively “the Owners”). The contract supersedes the framework dated 29 June 2023 that expires on 30 September 2026.
2. Contract Term and Scale
• Tenor: 1 October 2026 – 30 September 2029 (both days inclusive). • Fleet size: The Owners must supply minibuses on demand up to an aggregate cap of 315 units, roughly 10% above the 286 vehicles listed in the schedules. • Each vehicle’s lease period begins on delivery and ends on the earlier of (i) 30 September 2029, (ii) early termination, or (iii) replacement.
3. Pricing Mechanism
Daily rentals are benchmarked to age and seating capacity: • 19-seat minibuses – ≤2 years old: HK$780 • 19-seat minibuses – >2 years old: HK$690 • 16-seat minibuses – all ages: HK$480
Rates may be reviewed annually at the request of AMS Public Transport’s independent non-executive directors; adjustments will follow an independent valuer’s market assessment. New minibus categories (e.g., new-energy models) require a fresh valuation and board approval before inclusion.
4. Cash Flow and Fees
• Rentals are payable monthly in advance, on or before the 5th calendar day. • A HK$700 per bus monthly administration fee, covering insurance administration and licence renewal services, is deducted from rentals. • No rental is chargeable for days a bus is unavailable due to an Owner’s default.
5. Key Operational Responsibilities
Lessee (Gurnard): • Bears all running costs—fuel, tyres, routine servicing, and repairs. • Collects all advertising income generated from bus exteriors/interiors. • May sub-let vehicles to subsidiaries and associated companies without consent. • Holds unilateral rights to replace or terminate any bus lease with one month’s notice.
Owners: • Pay statutory third-party insurance premiums and vehicle licence fees; Gurnard may net any such outlay against rentals if advanced on the Owners’ behalf. • Must maintain clear title and ensure vehicles remain road-worthy and licence-compliant. • Provide Gurnard with a right of first refusal on any proposed bus disposals during the term.
6. Termination and Safeguards
Either side may terminate for uncured breaches, insolvency events, or force majeure. Gurnard can also end the entire framework with one month’s notice. Upon expiry or termination, rentals are apportioned daily, excess prepayments refunded, and buses returned in fair-wear-and-tear condition.
7. Governance and Compliance
Transactions constitute continuing connected transactions under the Hong Kong Listing Rules. Implementation is subject to the Company’s reporting, announcement, and (where applicable) independent shareholder approval requirements. Independent non-executive directors retain oversight of annual rental reviews and any new vehicle categories.
The agreement ensures AMS Public Transport secures long-term, scalable access to its core minibus fleet on market-tested terms while retaining operational flexibility and cost transparency.
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