Mr. Tse is the chief executive officer of Andrea Beauty Holdings Limited ("Andrea"). Andrea is a Hong Kong incorporated company and its shares are listed on the Main Board of The Hong Kong Stock Exchange Limited. The business of Andrea focuses on innovation and manufacture of organic cosmetic products.

Goldman BioTeach Limited ("Goldman"), a subsidiary company of Andrea, is responsible for marketing of Andrea's cosmetic products in Mainland China. In fact, Andrea holds 80% of the issued voting shares of Goldman. On the other hand, Mr. Li holds the remaining 20% of Goldman's issued voting shares but he does not have any direct relationship with Andrea.

The following diagram illustrates the structure of Andrea:

80%

Required:

(a)Critically discuss whether the following persons/entity are "connected persons" of Andrea under Chapter 14A of the Main Board Listing Rules for connected transactions:

Mr. Tse (CEO of Andrea)

i)Mr. Tse;ii)Mr.Li;andiii)Goldman

(5 marks) (7marks) (7 marks)

Andrea (Holding Company)

(b)Analyze whether Andrea would trigger any "connected transactions" if Andrea issues a corporate guarantee to undertake Mr. Tse's personal loan from Success Bank.(6 marks)