ANNUAL CAPS Clause Samples
ANNUAL CAPS. The Directors of the Company estimate the annual caps for the continuing connected transactions in respect of the mutual provision of non-financial miscellaneous services between the Group and the Everbright Group and its associates for 2019, 2020 and 2021 as follows: 2019 2020 2021 3.0 (RMB million) 4.0 5.0 Revenue to be received by the Group for the provision of non-financial miscellaneous services to the Everbright Group and its associates Fees to be paid by the Group to the Everbright Group and its associates for their provision of non-financial miscellaneous services 69.0 86.0 100.0 When estimating the annual caps for the transactions contemplated under the Everbright Group Non-financial Miscellaneous Services Framework Agreement, the Directors have based the estimates on the historical figures in 2016, 2017 and for the six months ended June 30, 2018. In addition, the Directors have considered, among other things, the following key factors:
(1) In the ordinary course of business, the Group may from time to time provide information technology and Internet services and non-financial advisory services to the Everbright Group and its associates, and the provision of such services may generate revenue.
(2) According to the IT strategic plans newly formulated by the Everbright Group, it will provide higher quality information technology services to the companies within the Group. Accordingly, it is expected that there will be a growth in respect of the information technology and Internet services provided by the Everbright Group and its associates to the Group so as to improve the information technology system of the Company and the inter-connection between the information technology system of the Company and that of the Everbright Group.
(3) Given the expansion of the Group’s business, the number of meetings of the Group will increase substantially and the Group may lease more venues from the Everbright Group and its associates on a more frequent basis and the Everbright Group and its associates will also provide the relevant conferencing services to the Group.
(4) Prior to 2018, China Youth Travel Group Limited (中國青旅集團公司) (“China Youth Travel”) was not merged into the Everbright Group and independent third parties provided travel services to the Group. Considering the recent merger of China Youth Travel into the Everbright Group, in order to fully play the synergistic effect of various business lines among the enterprises within the Everbright Group, prov...
ANNUAL CAPS. The maximum aggregate amount to be paid under the Shipping Framework Agreement for each year during the term of the Shipping Framework Agreement is capped at US$5.0 million. This annual cap was determined by reference to the agreed pricing principles set out in the Shipping Framework Agreement, projected production volumes and schedules of the Group, requirements of buyers including loading and discharging points and prevailing and projected international market sea freight rates for similar services from Peru and Australia.
ANNUAL CAPS. The annual caps in respect of the transactions contemplated under the Manufacturing Service Framework Agreement for each of the financial years ending 31 December 2025, 31 December 2026 and 31 December 2027 are RMB140 million. The above annual caps were determined after taking into account, amongst other things, the following key factors:
ANNUAL CAPS. An aggregate of the annual caps, which represents the sum of (i) the rental payable by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Nanyang Enterprises under the Tuen Mun Lease Agreement for the period from 1 January 2024 to 31 December 2024 in the amount of HK$33,000,000, and (ii) the rental payable by the Company to International Hope under the Harcourt Tenancy Agreement for the period from 1 January 2024 to 31 December 2024 in the amount of HK$11,248,800, will be HK$44,248,800. The aggregate amount payable by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Nanyang Enterprises in respect of the lease of the Tuen Mun Property under the Existing Lease Agreement I for the year ended 31 December 2023 was HK$33,000,000. The aggregate amount payable by the Company to International Hope in respect of the lease of the Harcourt House Office under the Existing Lease Agreement II for the year ended 31 December 2023 was HK$11,248,800. The annual caps were determined with reference to (a) the aggregate amounts payable by Nanyang Tobacco to Nanyang Enterprises and by the Company to International Hope under the Existing Lease Agreements, and (b) the rentals stipulated in the Lease Agreements.
ANNUAL CAPS. The Board expects that the aggregate amounts of rentals (basic rent and anticipated maximum turnover rent), management fees, air-conditioning charges, promotion levy and other miscellaneous charges (exclusive of Government rates) receivable under the Tenancy Renewal Agreement and the licence fees receivable under the Licence Agreements will not exceed the following maximum figures (the “Annual Caps”): For the period from 1 July 2014 to 31 December 2014 HK$6,600,000 For the period from 1 January 2015 to 31 December 2015 HK$13,200,000 For the period from 1 January 2016 to 31 December 2016 HK$13,200,000 For the period from 1 January 2017 to 30 June 2017 HK$6,600,000 Based on historical figures under the 2011 Lease Agreement, the maximum turnover rent in respect of the Premises is anticipated not to exceed HK$175,000 per month, which is taken into account in arriving at the Annual Caps.
ANNUAL CAPS. In respect of the 2023 Shared Services Framework Agreement, the transaction amounts to be paid by the Group for the three years ending December 31, 2025 shall not exceed the annual caps as set out in the table below: Transaction amount to be paid by the Group to JD Group and its associate(s) 600 700 800 The above annual caps are determined with reference to the following factors:
ANNUAL CAPS. Under the Simona Framework Purchase Agreement, for each of the two years ended 31 December 2008, the Group purchased tannery from ▇▇▇▇▇▇ in the total amount of approximately US$25,975,000 (equivalent to approximately HK$202.61 million) and US$29,612,000 (equivalent to approximately HK$230.97 million), which did not exceed the annual cap of US$32,800,000 (equivalent to approximately HK$255.84 million) and US$40,700,000 (equivalent to approximately HK$317.46 million) for the corresponding period respectively. For the nine months ended 30 September 2009, the Group purchased tannery from ▇▇▇▇▇▇ in the total amount of approximately US$22,795,000 (equivalent to approximately HK$177.80 million). It is expected that the annual cap of US$50,600,000 (equivalent to approximately HK$394.68 million) for the year ending 31 December 2009 will not be exceeded. By reference to the historical transaction amount of tannery purchased by the Group from ▇▇▇▇▇▇ for the two years ended 31 December 2008 and nine months ended 30 September 2009, the anticipated demand of the Group’s footwear products from the Group’s customers, the estimated production capacity and the projected rate of sales growth of the Group, and the capability of ▇▇▇▇▇▇ for the production of leather and tannery products for women fashion footwear so as to meet the Group’s demand for shorter “concept-to-store” lead time for women fashion footwear, the Group expects that the maximum aggregate annual consideration payable by the Group for the purchase of tannery by the Group pursuant to the Simona Framework Purchase Agreement for each of the three years ending 31 December 2012 will not exceed US$35,000,000 (equivalent to approximately HK$273.00 million), US$45,000,000 (equivalent to approximately HK$351.00 million) and US$50,000,000 (equivalent to approximately HK$390.00 million) respectively.
ANNUAL CAPS. The maximum total amount of fees receivable by Gamma Star Tech from the Managed Hospitals under the Hospital Management and Operation Agreements for each of the three years ending December 31, 2020, 2021 and 2022 should not exceed the caps set out below: 2020 2021 (RMB in millions) 2022 Total amount of fees receivable Management Agreement Total amount of fees receivable 8.9 13.0 16.0 Agreement 23.3 24.6 27.1 Total amount of fees receivable 32.1 37.6 43.1 As the amount receivable under the Hospital Management Agreements are calculated based on the percentage of the revenue of the Managed Hospitals, the proposed annual caps are estimated primarily based on the expected growth of revenue of the Managed Hospitals. When estimating the expected revenue of Managed Hospitals, our Directors have taken into account primarily (i) the historical performance of the Managed Hospitals, (ii) the estimated increase in the service capacity and patient visits as a result of the upgrading and development plan of the Managed Hospitals, further investment in the oncology and hemodialysis departments and establishment of orthopedics department in the Managed Hospitals, and (iii) the expected time when Handan Zhaotian Hospital resumes operation. As the amount receivable under the Cooperation Agreements with Managed Hospitals are calculated based on the revenue generated by the Managed Hospitals directly from use of our proprietary SRT equipment, the proposed annual caps are estimated primarily based on the expected growth of revenue in relation to the radiotherapy treatment services of the Managed Hospitals. When estimating the expected revenue in relation to the radiotherapy treatment services of the Managed Hospitals, our Directors have taken into account primarily (i) the average spending per patient for radiotherapy treatment at the Managed Hospitals, (ii) the historical number of patients received for radiotherapy treatment and the estimated increase in such number of patients, and (iii) the expected time when Handan Zhaotian Hospital resumes operation. At the end of 2022, our Company will re-comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, where and if applicable, including the requirements for the setting of new monetary annual caps for the maximum amount of fees receivable under the Hospital Management and Operation Agreements for an additional three-year period.
ANNUAL CAPS. The low utilization rate of the annual caps for the transactions in respect of lease of computer systems and maintenance services under the 2019 Master Lease Agreement was due to, amongst others, the unexpected outbreak of the COVID-19 pandemic and the consequential travel restrictions introduced in the PRC and Hong Kong, which had brought unforeseeable and unprecedented impact to businesses, in particular the travelling industry, thereby resulted in the substantial reduction in demand for lease of and/or maintenance services for computer systems for processing tourism management information from the CTG Group. The annual caps for the Lease and Maintenance of Tourism Management System under the 2023 Tourism Management System Master Lease Agreement are as follows: Transaction amount in respect of the lease of and/or maintenance services for tourism management system to be made available by the Group to the CTG Group The above annual caps are determined after taking into account, amongst others, (i) the actual transaction amounts for the year ended 31 December 2022 of approximately HK$4,007,000, which in the view of the Company may serve as an indication for the estimation of demand for Lease and Maintenance of Tourism Management System as the tourism industry is regaining momentum in getting back to normalcy; (ii) a subsidiary of the Company incorporated in the PRC is expected to be closed in the second half of 2023, resulting in an expected reduction of the Group’s capacity in the lease of and/or provision of maintenance services for tourism management systems for the CTG Group’s travel businesses in the PRC during the term of the 2023 Tourism Management System Master Lease Agreement; (iii) the gradual recovery of the tourism industry following the relaxation of travel restrictions between Hong Kong and Mainland China from 6 February 2023, resulting in an expected increase in demand for Lease and Maintenance of Tourism Management System during the term of the 2023 Tourism Management System Master Lease Agreement; and (iv) provision of a buffer of approximately 15% to cover a possible unexpected increase in demand for Lease and Maintenance of Tourism Management System and the possible fluctuation in market prices or fees for the Lease and Maintenance of Tourism Management System. The above is merely assumed for the purpose of determining the annual caps and shall not be regarded as any indication directly or indirectly as to the Group’s revenue, profitabili...
ANNUAL CAPS. The proposed annual cap for the supply of the CPP Supply Products by the CPP Group to OSIL related entities for each of the financial years ending 31 December 2010, 31 December 2011 and 31 December 2012 is RMB3,025.5 million (approximately HK$3,477.6 million), RMB6,246.2 million (approximately HK$7,179.5 million) and RMB9,151.4 million (approximately HK$10,518.9 million), respectively. These caps are larger than the caps for the corresponding years for transactions under the Existing Master CPP Supply Agreement, which were approved by the Independent Shareholders at the Previous SGM in view of the expansion of feed production scale and total production volume through the leasing of additional feed production facilities owned by the OSIL Group and/or its related entities under the Master Lease Agreement. Upon its becoming effective, the New Master CPP Supply Agreement will replace the Existing Master CPP Supply Agreement. As the New Master CPP Supply Agreement is expected to become effective some time in the course of the financial year ending 31 December 2010, the annual cap for the financial year ending 2010 will be the prorated portion of the full amount proposed for that year representing the remaining part of the financial year calculated on a day-to- day basis from the date on which the New Master CPP Supply Agreement becomes effective until 31 December 2010. The proposed annual caps have been determined by reference to: (i) the value of the historical sales of the CPP Supply Products by the CPP Group to OSIL related entities for the eight months ended 31 August 2010; (ii) the prevailing market prices of the CPP Supply Products; (iii) allowances for possible price increases in line with consumer prices in the PRC generally and volume growth in the future; (iv) the expected increase in demand for the CPP Supply Products during the relevant period due to the expected expansion of the scope of products and the production capacity of the CPP Group; and (v) internal projection of the expected sales volume of the CPP Supply Products based on the above factors. The proposed annual cap for each of 2011 and 2012 represents an approximately 106.5% and 46.5% increment over that of the previous year. Information on the historical transactions between the CPP Group and OSIL related entities in relation to the supply of the CPP Supply Products for the years ended 31 December 2007, 2008 and 2009 and the eight months ended 31 August 2010 is RMB771.3 million (approxim...