Common use of ANNUAL CAPS Clause in Contracts

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 (approximately HK$886.6 million), RMB1,141.2 million (approximately HK$1,311.7 million), RMB1,372.3 million (approximately HK$1,577.4 million) and RMB1,320.2 million (approximately HK$1,517.8 million), respectively.

Appears in 1 contract

Sources: Master Business Carve Out Agreement

ANNUAL CAPS. The proposed annual cap for the supply purchase of the CPP Supply Purchase Products by the CPP Group to OSIL from CPT and/or its related entities for each of the financial years ending 31 December 2010, 31 December 2011 and 31 December 2012 is RMB3,025.5 RMB2,170.2 million (approximately HK$3,477.6 HK$2,494.5 million), RMB6,246.2 RMB2,569.5 million (approximately HK$7,179.5 HK$2,953.4 million) and RMB9,151.4 RMB2,954.1 million (approximately HK$10,518.9 HK$3,395.5 million), respectively. These caps are substantially larger than the caps for the corresponding years for the transactions under the Existing Master CPP Supply Purchase Agreement, which were approved by the Independent Shareholders at the Previous SGM in view SGM, as the types of CPP Purchase Products which the expansion of feed production scale and total production volume through CPP Group may purchase under the leasing of additional feed production facilities owned New Master CPP Purchase Agreement are substantially broader than the products to be purchased by the OSIL CPP Group and/or its related entities under the Existing Master Lease CPP Purchase Agreement. The New Master CPP Purchase Agreement covers major raw materials for feed such as corn and fishmeal while the Existing Master CPP Purchase Agreement restricts to L-Lysine, and edible oil only. Upon its becoming effective, the New Master CPP Supply Purchase Agreement will replace the Existing Master CPP Supply Purchase Agreement. As the New Master CPP Supply Purchase 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- to-day basis from the date on which the New Master CPP Supply Purchase Agreement becomes effective until 31 December 2010. The proposed annual caps have been determined by reference to: (i) the value internal projection of the historical sales expected purchase volume of the CPP Supply Purchase Products by based on the CPP Group to OSIL related entities for the eight months ended 31 August 2010factors as set out below; (ii) the prevailing market prices of the CPP Supply Purchase Products; (iii) allowances for possible price increases in line with consumer prices in the PRC generally and volume growth in the future; and (iv) the expected increase in demand for the relevant products by the CPP Supply Products during Group over the relevant period due to the expected expansion potential growth 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 106.518.4% and 46.515.0% 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 (approximately HK$886.6 million), RMB1,141.2 million (approximately HK$1,311.7 million), RMB1,372.3 million (approximately HK$1,577.4 million) and RMB1,320.2 million (approximately HK$1,517.8 million), respectively.

Appears in 1 contract

Sources: Master Business Carve Out Agreement