Common use of ANNUAL CAPS Clause in Contracts

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, provided that the terms and conditions offered by China Youth Travel to the Group is on normal commercial terms or better, it is expected that China Youth Travel will assume the business of provision of travel services to the Group. At the same time, given the expansion of the Group’s business, it is expected that the costs to be incurred by the Group in relation to business travel will grow substantially. Therefore, it is expected that the fees paid by the Group to the Everbright Group and its associates in respect of the business travel services will increase substantially. In addition, in arriving at the above proposed annual caps, the Directors have also taken into account the inflation factor, and were based on the assumptions that, during the term of the Everbright Group Non-financial Miscellaneous Services Framework Agreement, there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the businesses of the Group and those of the Everbright Group and/or its associates.

Appears in 1 contract

Sources: Continuing Connected Transactions

ANNUAL CAPS. The Directors annual caps under the New CCT Agreement for the two years ending 31 December 2024 and 2025 are set out below: Type of transaction Annual cap for the year ending 31 December 2024 (RMB0’000) Annual cap for the year ending 31 December 2025 (RMB0’000) Purchase Transactions 1,000.00 1,200.00 Sales Transactions 15,000.00 16,000.00 Provision of Labour Services 600.00 800.00 Acceptance of Labour Services 800.00 900.00 Entrusted Processing 100.00 100.00 Acceptance of Entrusted Processing 3,500.00 3,900.00 Use of Trademarks Under Licence 150.00 150.00 Leasing Asset to GPHL 100.00 100.00 Leasing Asset From GPHL 2,000.00 2,000.00 When determining the annual caps above, the Company has taken into account (i) the operating situation of the Company estimate and GPHL in recent years, including the continuous growth in size, revenue, and profit; (ii) the further integration of resources by the Group has strengthened the Group’s capabilities in, among others, purchases, sales, labour services, entrusted processing and other aspects, all of which are transactions contemplated under the New CCT Agreement; (iii) the historical transaction amounts between the Group and GPHL and its subsidiaries from January to November in 2022 and 2023; and (iv) the expected business growth and business development strategies of the Group for the two years of 2024 and 2025. Specifically, in respect of Purchase Transactions and Sales Transactions, the Group determines the annual caps for of transactions based on existing transactions and the continuing connected expected increase in purchase and sales order of both parties in the next two years; in respect of Provision of Labour Services, the Group determines the annual cap of transactions based on the transaction volume of advertising and medical services that can be provided to GPHL and its subsidiaries and other relevant businesses in the next two years; in respect of Acceptance of Labour Services, the Group determines the annual cap of transactions based on the expected fund management fees to be paid to GPHL in the next two years; in respect of Entrusted Processing and Acceptance of Entrusted Processing, the Group determines the annual cap of transactions based on the number of processing demand orders of medicinal materials, drugs and other merchandise from both parties in the next two years; in respect of the Use of Trademarks Under Licence, the Group determines the annual cap based on the expected sales of relevant products for which the trademarks of the Company were previously used by GPHL and its subsidiaries in the next two years; in respect of Leasing Asset to GPHL and Leasing Asset From GPHL, under existing or planned lease contracts, the Group determines the annual caps based on lease-out assets’ estimated rents and lease-in assets’ estimated right-of-use assets in the next two years. The transactions regarding the mutual provision of non-financial miscellaneous similar services between in these connected transactions are conducted based on the business needs of companies with different major business types within the Group and the Everbright Group GPHL and its associates for 2019subsidiaries, 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, 2018there is no overlap. 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 transactions regarding the mutual provision of labour services, the Acceptance of Labour Services mainly represents the Group’s acceptance of the fund management services provided by the Everbright Group and its associates to the Group so as to improve the information technology system subsidiaries of the Company GPHL, and the inter-connection between the information technology system Provision of the Company and that of the Everbright Group. (3) Given the expansion of Labour Services mainly represents the Group’s businessprovision of advertising and hospital medical examination services for GPHL and its subsidiaries. With respect to the mutual provision of entrusted processing services by the Group and GPHL and its subsidiaries, it is primarily the number processing services in different segments of meetings different medicinal materials, drugs and other merchandise provided to both parties. The Group and GPHL and its subsidiaries will mutually lease assets, it is primarily because some office and production premises of the Group will increase substantially are currently located at properties owned by GPHL and some office premises of GPHL are located at 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, provided that the terms and conditions offered by China Youth Travel to the Group is on normal commercial terms or better, it is expected that China Youth Travel will assume the business of provision of travel services to the Group. At the same time, given the expansion properties of the Group’s business, it is expected that the costs to be incurred by the Group in relation to business travel will grow substantially. Therefore, it is expected that the fees paid by the Group to the Everbright Group and its associates in respect of the business travel services will increase substantially. In addition, in arriving at the above proposed annual caps, the Directors have also taken into account the inflation factor, and were based on the assumptions that, during the term of the Everbright Group Non-financial Miscellaneous Services Framework Agreement, there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the businesses of the Group and those of the Everbright Group and/or its associatesCompany.

Appears in 1 contract

Sources: New Continuing Connected Transactions Agreement

ANNUAL CAPS. The Directors of the Company estimate propose the annual caps for the continuing connected transactions in respect of the mutual provision of non-securities and financial miscellaneous services between the Group and the Everbright Group and its associates for each of 2019, 2020 and 2021 as follows: 2019 2020 2021 3.0 (RMB million) 4.0 5.0 Revenue to be received generated by the Group for the from provision of non-securities and financial miscellaneous services to the Everbright Group and its associates 950.0 1,050.0 1,200.0 Fees to be paid by the Group to the Everbright Group and its associates for their provision of non-securities and financial miscellaneous services 69.0 86.0 100.0 250.0 290.0 330.0 (1) Revenue When estimating the annual caps for the transactions contemplated under revenue to be received from provision of securities and financial services to the Everbright Group Non-financial Miscellaneous Services Framework Agreementand its associates, 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 As one of the ordinary course core financial services platforms of businessthe Everbright Group, it is expected that the Group will continue to provide Everbright Group and its associates with underwriting services with respect to the issuance of equity related and debt related financing tools. With the expansion of the business scope and business scale of the companies within Everbright Group and the continuously increasing varieties of financial services, it is expected that the business scale and revenue level of the financing activities of the Everbright Group and its associates which the Group participates in the coming three years will grow substantially; (2) With the business expansion of the associates of the Everbright Group including Everbright Bank, Sun Life Everbright Life Insurance Co., Ltd., Everbright Limited and China Everbright International Limited, etc., the Group may from time to time provide information technology expects that the number of trading seats leased thereto and Internet services these companies’ transaction scale and non-financial advisory services to revenue level achieved through the Group will grow substantially; (3) With the continuous expansion of business scale of Everbright Fortune International Leasing Co., Ltd., a subsidiary of the Group, it is expected that the Group will engage in increasingly more finance leasing business with the Everbright Group and its associates, as a result of which the revenue from finance leasing business generated from the Everbright Group and the provision of such services may generate revenue.its associates is expected to grow substantially; (24) According to the IT strategic plans newly formulated The types and size of asset management products, which are invested by the Everbright Group and its associates and managed by the Group, it will provide higher quality information technology services expand and the types of products include but not limited to the companies within the Groupsecurities investment funds, private equity investment funds, collective asset management schemes, targeted asset management schemes, designated asset management schemes and futures asset management schemes, etc. Accordingly, it is expected that there the aggregate size of fixed management fees and performance-based management fees will be a growth in respect grow substantially; (5) Considering the expertise of the information technology Group in providing research, investment advice and Internet services provided by investment management, and with the increasing cooperation between the Group and the Everbright Group and together with 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 well as the expansion of the Group’s businessbusiness and launch of new businesses, the number of meetings of Group expects that there could be substantial growth in the Group will increase substantially advisory and the Group may lease more venues consultation fees 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, provided that the terms and conditions offered by China Youth Travel to the Group is on normal commercial terms or better, it is expected that China Youth Travel will assume the business of for provision of travel services to the Group. At the same time, given the expansion of the Group’s business, it is expected that the costs to be incurred by the Group in relation to business travel will grow substantially. Therefore, it is expected that the fees paid by the Group to the Everbright Group investment advisory and its associates in respect of the business travel services will increase substantially. In addition, in arriving at the above proposed annual caps, the Directors have also taken into account the inflation factor, and were based on the assumptions that, during the term of the Everbright Group Non-financial Miscellaneous Services Framework Agreement, there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the businesses of the Group and those of the Everbright Group and/or its associatesconsulting services.

Appears in 1 contract

Sources: Continuing Connected Transactions