ANNUAL CAPS AND BASIS OF DETERMINATION. Our Directors estimate that the annual rental receivable by our Group regarding the leasing of the Relevant Property under the Master Tenancy Agreement (Landlord) for each of the three years ending 31 December 2024 will be as follows: FY2022 (RMB million) FY2023 (RMB million) FY2024 (RMB million) In determining the above annual caps, our Directors have considered generally:
ANNUAL CAPS AND BASIS OF DETERMINATION. Our Directors estimate that the annual service fee payable by our Group in respect of the transactions contemplated under the Master Composite Services Agreement for each of the three years ending 31 December 2024 will be as follows: FY2022 (RMB million) FY2023 (RMB million) FY2024 (RMB million) In determining the above annual caps, our Directors have considered generally:
ANNUAL CAPS AND BASIS OF DETERMINATION. The proposed annual caps for the principal amount and interest in relation to financial products provided by CR Trust and the service fees and commissions payable by the Group for other financial products and services to be provided by CR Trust under the CR Trust Strategic Cooperation Agreement 2021 for the years ending 31 December 2021 and 2022 are as follows: For the years ending 31 December 2021 2022 RMB HK$ RMB HK$ (million) (million) (million) (million) Maximum daily principal amount and interest in relation to financial products to be provided by CR Trust(1) 100 117.8 100 117.8 Maximum service fees and commissions for other financial products and services to be provided by CR Trust 70 82.5 70 82.5 Note:
ANNUAL CAPS AND BASIS OF DETERMINATION. By the date of this announcement, the Group had not engaged CSCF for providing any kind of financial services. Therefore, there were no relevant historical transaction figures to be disclosed or made reference to. The Board, having considered (i) the operating cash flow and financial needs of the Group in respect of its future business expansion and the expected growth of the Group in the coming three years; (ii) the Group’s deposit plan made according to its annual revenue; and (iii) the expected amount of interest income from CSCF, resolved that the maximum daily deposit balance (including interests accrued thereon) of the aggregated deposits placed by the Group with CSCF pursuant to the Financial Services Agreement shall not exceed RMB7,000 million (equivalent to approximately HK$7,770 million) for each of the three years ending 31 October 2022, and such have been set as the annual caps for the said deposit services. The Board, having considered (i) the historical cash position of the Group; (ii) the fast capital turnaround requirement of real estate industry and the liquidity of the business operations of the Group; and (iii) the plan of prorating capital recouping through different methods, resolved that the aggregate transaction amount of bill acceptance and discount services handled by CSCF for the Group shall not exceed RMB5,000 million (equivalent to approximately HK$5,550 million) for each of the three years ending 31 October 2022, and such have been set as the annual caps for the said bill acceptance and discount services.
ANNUAL CAPS AND BASIS OF DETERMINATION. The renewed annual caps for the maintenance expense and utilities and other charges under the Vietnam Lease Agreements, and the annual cap for the property management fees under the 2021 Property Management Agreement for each of the two years ending 31 December 2022 are set out as below: Annual cap for the year ending 31 December Nature of transactions 2021 2022 Vietnam Lease Agreements Maintenance US$160,000 US$160,000 Utilities and other charges US$550,000 US$550,000 Property Management Agreement Property Management fees US$230,000 US$310,000 Aggregated US$940,000 US$1,020,000 The annual caps were determined after taking account: (i) for the maintenance fees, such fees as set out in the Vietnam Lease Agreements which were negotiated at the time when entering into the agreements with reference to the then prevailing price; (ii) for property management fees, and utilities and other charges, the historical transaction amounts and the expected increase in those fees based on their increasing trends; (iii) the total property area leased by the Group from Xxx Xxxx Vietnam for each of the two years ending 31 December 2022; and (iv) the workers capacity at the Vietnam Production Base. R E A S O N S A N D B E N E F I T S O F E N T E R I N G I N TO T H E 2 0 2 1 P RO P E RT Y MANAGEMENT AGREEMENT AND THE RENEWAL OF ANNUAL CAPS The entering into of the 2021 Property Management Agreement and the transactions contemplated thereunder and the Renewal of Annual Caps form part of the ordinary business of the Group. It will ensure the smooth operation of the Group’s Vietnam Production Base. The Directors (including independent non-executive Directors) considered that the 2021 Property Management Agreement and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, on normal commercial terms and on terms that are fair and reasonable and in the interest of the Company and its shareholders as a whole.
ANNUAL CAPS AND BASIS OF DETERMINATION. The historical transaction amount for the procurement of printed packaging materials for pharmaceutical products by the Group from Wing Fat Group for the nine months ended 30 September 2021 amounted to RMB34,280,298. The annual cap for the total procurement amount payable by the Group to the Wing Fat Group for the transactions contemplated under the Procurement Framework Agreement for the year ending 31 December 2022 is RMB80,000,000. The annual cap set out above has been determined after taking into account: (i) the estimated amount of printed packaging materials for pharmaceutical products to be requested by the Group for the year ending 31 December 2022;
ANNUAL CAPS AND BASIS OF DETERMINATION. The estimated highest rents for the transactions contemplated under the Property Leasing Framework Agreement for each of the years ending 31 December 2021, 2022 and 2023 are set out below: For the year ending 31 December 2021 2022 2023 (RMB 0’000) Estimated highest rent payable by the Group to Shanghai Pharmaceutical (Group) 10,000 10,000 10,000 For each of the years ending 31 December 2021, 2022 and 2023, the Group will determine the annual caps for leases under the Property Leasing Framework Agreement based on the total value of the right-of-use assets relating to the leases. The proposed annual caps of such right-of-use assets are set out below: For the year ending 31 December 2021 2022 2023 (RMB 0’000) Annual caps 18,000 18,000 18,000 The annual caps set out above have been determined after taking into account: (i) the pricing basis as set out in the Property Leasing Framework Agreement; (ii) the historical amounts of right-of-use assets in respect of the property leasing between the Group and Shanghai Pharmaceutical (Group); (iii) the terms of the existing lease agreements, including their respective expiration dates; and (iv) the Group’s demand in entering into new property leases due to the expansion of business.
ANNUAL CAPS AND BASIS OF DETERMINATION. The proposed annual caps of the Services contemplated under the Digitalization Service Agreement for each of the financial years ending 31 December 2020, 2021 and 2022 are set out below: For the year ending 31 December For the year ending 31 December For the year ending 31 December 2020 2021 2022 (RMB) (RMB) (RMB) Provision of the Services by Shanghai Yueshang 45,000,000 60,000,000 85,000,000 The annual caps of the Services contemplated under the Digitalization Service Agreement are determined with reference to (i) the anticipated business volume of the Group and Shanghai Yueshang for the three financial years ending 31 December 2022, taking into account of the projects volume and the project development plan of the Group during such period; and (ii) the historical transaction amount between the Group and Shanghai Yueshang for the year ended 31 December 2019. The Digitalization Service Agreement also provides that the terms and conditions in relation to the Services to be provided by Shanghai Yueshang to the Group should not be less favorable than those available to independent third parties from Shanghai Yueshang. Shanghai Yueshang had previously provided services similar to the Services to be provided under the Digitalization Service Agreement to the Group during the year ended 31 December 2019 and the actual historical amount between the Company and Shanghai Yueshang for the year ended 31 December 2019 amounted to RMB19,645,000. From 1 January 2020 up till the date of this announcement, the actual transaction amount between the Company and Shanghai Yueshang for the Services provided by Shanghai Yueshang to the Group amounted to RMB7,252,000. The increase of the proposed annual caps for the three years ending 31 December 2022 as compared to the historical amount was mainly due to commencement of data intelligence stage for the big-data platform in relation to the Group’s existing projects, including digital transformation of the marketing system involving in-depth development, for example WeChat platform migration as well as other systems upgrades. It is further expected that the digitalization upgrade will be a continuing process for the next forthcoming years with an increasing trend corresponding to the increasing level of effort to further enhance the digitalization capability of the Group to increase overall efficiency.
ANNUAL CAPS AND BASIS OF DETERMINATION. The proposed maximum daily deposit amount (inclusive of interest receivable) which may be placed by the Group with CR Bank and the proposed annual caps for the principal amount and interest in relation to financial products provided by CR Bank and the service fees and commissions payable by the Group for other financial products and services to be provided by CR Bank under the CR Bank Strategic Cooperation Agreement 2021 for the years ending 31 December 2021 and 2022 are as follows: For the years ending 31 December 2021 2022 RMB HK$ RMB HK$ (million) (million) (million) (million) Maximum daily deposit amount placed with CR Bank (inclusive of interest receivable)(1) 1,000 1,178.3 1,000 1,178.3 Maximum daily principal amount and interest in relation to financial products to be provided by CR Bank(1) 900 1,060.5 900 1,060.5 Maximum service fees and commissions for other financial products and services to be provided by CR Bank 150 176.7 150 176.7 Note:
ANNUAL CAPS AND BASIS OF DETERMINATION. The proposed annual caps of the transactions contemplated under the Value-Added Services Framework Agreement are RMB50,000,000 per annum (equivalent to approximately HK$55,000,000) (exclusive of tax) for the year ending 31 December 2023, the year ending 31 December 2024 and the year ending 31 December 2025, which have been determined with reference to, among others, the following factors: (i) the type, quality and service level of the Value-Added Services to be provided by CR Mixc Lifestyle Group, (ii) the Group’s demand on the Value-Added Services for its business development; and (iii) the historical transaction amount. The continuing connected transactions contemplated under the Value-Added Services Framework Agreement are recurring in nature and will continue in the ordinary and usual course of business of the Group. In compliance with the Listing Rules, the Company has been closely monitoring the continuing connected transactions between the Group and CR Mixc Lifestyle Group through various internal control measures. For the year ended 31 December 2022 and during the period from 1 January 2023 to 30 June 2023, all applicable percentage ratios set out in Rule 14.07 of the Listing Rules calculated based on the total amount of continuing connected transactions in respect of the Value- Added Services are below 0.1%. Set out below are the approximate historical amounts of the Value-Added Services procured by the Group from CR Mixc Lifestyle Group in the past: RMB HK$ equivalent for the year ended 31 December 2022 5,826,000 6,409,000 for the six months ended 30 June 2023 8,929,000 9,822,000 REASONS FOR AND BENEFITS OF THE TRANSACTION The Value-Added Services Framework Agreement will enable the Group to obtain stable and reliable Value-Added Services at fair, reasonable and competitive prices, reduce the Group’s staffing and operating costs, and bring operational convenience to the Group. The cooperation under the Value-Added Services Framework Agreement will support the development within the China Resources Group on normal commercial terms and on a scale which will not place the Group’s resources at risk or affect its relationship with other independent third-party suppliers. All Directors (including the independent non-executive Directors) are of the view that the continuing connected transactions contemplated under the Value-Added Services Framework Agreement are negotiated on arm’s length basis, on normal commercial terms or better and in the ordinary a...
