BASIS OF DETERMINATION OF THE ANNUAL CAPS Sample Clauses

BASIS OF DETERMINATION OF THE ANNUAL CAPS. In determining the rate of the Consultancy Fee and the Incentive Fee, the Company has taken into account the prevailing market rate of consultancy fee and incentive fee for similar type of car park consultancy and management services. In determining the annual caps for the Amounts Payable, the Company has taken into account (i) the estimated annual amount of Costs-on-Account payable by E. M. Parking to the Consultant taking into account the annual costs of operating the Parking Facility with reference to the amounts of the expenses that may be incurred in relation to the items under the Direct Operating Expenses; (ii) the estimated annual Consultancy Fee calculated based on the estimated Direct Operating Expenses which may be payable by E. M. Parking to the Consultant; and (iii) the estimated annual Incentive Fee calculated based on the estimated Monthly Gross Revenue. Existing Agreement 2,900,000 --- --- New Agreement 1,450,000 5,100,000 3,100,000 Total 4,350,000 5,100,000 3,100,000 REASONS FOR AND BENEFITS OF ENTERING INTO THE NEW AGREEMENT The Company considers that the entering into of the New Agreement will generate revenue for the Group as well as promote the e-Parking and professional car park management services of the Group. The provision of the consultancy and management services under the New Agreement is the Group’s first project to provide services of this kind to car park facility outside the Group, which will build up a good reference or profile for the Group’s consultancy and management business in this area. The terms of the New Agreement were determined after arm’s length negotiations between the Parties. The Directors (including the independent non-executive Directors) are of the opinion that the New Agreement was entered into (i) in the ordinary and usual course of business of the Group;
Sample 1
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BASIS OF DETERMINATION OF THE ANNUAL CAPS. As the payment of the Turnover Rent (if any), air-conditioning and management charges, promotional levy and all other outgoings (if any) under the New Sub-Lease (being variable payments) constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules, the Company is required to set annual caps for the aggregate amount of the Turnover Rent, air-conditioning and management charges, promotional levy and all other outgoings (if any) in respect of the relevant period or financial year. The cap amounts stated below are determined with reference to the estimated aggregate amount of Turnover Rent, air-conditioning charges and management charges, promotional levy and all other outgoings (if any) payable in respect of the relevant period or financial year stated below. In determining the estimated aggregate amount of Turnover Rent, the Company takes into account the estimated Gross Receipts with reference to the total Gross Receipts received in respect of the last financial year and its estimated annual growth in respect of the relevant period or financial year stated below. In determining the estimated aggregate amount of the air-conditioning and management charges, promotional levy and all other outgoings (if any), the Company takes into account the estimated aggregate amount of the said charges with a reasonable buffer to allow for any upward adjustments (including due to inflation) of such charges in respect of the relevant period or financial year stated below. The relevant cap amounts of the aggregate of Turnover Rent, air-conditioning and management charges, promotional levy and all other outgoings (if any) in respect of the relevant period or financial year are stated below: For the period from 7 July 2022 to 31 December 2022: HK$3,400,000.00 For the financial year ending 31 December 2023 : HK$7,700,000.00 For the financial year ending 31 December 2024 : HK$8,500,000.00 For the financial year ending 31 December 2025 : HK$9,200,000.00 For the financial year ending 31 December 2026 : HK$10,100,000.00 For the period from 1 January 2027 to 6 June 2027: HK$5,800,000.00 REASONS FOR AND BENEFITS OF ENTERTING INTO THE TRANSACTIONS The Group had commenced operating up-market restaurants at the Premises since February 2005 and the Directors (including the independent non-executive Directors) are of the opinion that ifc Mall, being a landmark in Hong Kong located in the city centre, is an ideal location for the Company to continue ...
Sample 1
BASIS OF DETERMINATION OF THE ANNUAL CAPS. In accordance with Chapter 14A of the Listing Rules, the Company is required to set annual cap on the total amount of the Service Payment and the Fit-out Administration Fee Payment payable by the Group under the Tenancy Agreement, which is a variable sum. Having allowed a reasonable buffer for any upward adjustments on the Service Payment (including due to inflation or otherwise) under the Tenancy Agreement and taking into account the possible fit-out and/or alteration works to be conducted in the Premises and the specified rates set out in the Tenancy Agreement, the Directors (including the independent non-executive Directors) set that the total amount of the Service Payment and the Fit-out Administration Fee Payment under the Tenancy Agreement for the period from 13 June 2020 to 31 December 2020, the financial year ending 31 December 2021, 2022 and 2023 shall not exceed the Charges Cap(Note 1) for the respective period or financial year below:- For the period from 13 June 2020 to 31 December 2020 For the financial year ending 31 December 2021 For the financial year ending 31 December 2022 For the financial year ending 31 December 2023 HK$4,200,000 HK$4,100,000 HK$4,300,000 HK$2,400,000
Sample 1
BASIS OF DETERMINATION OF THE ANNUAL CAPS. In determining the rate of the Consultancy Fee, the Company has taken into account the prevailing market rate of consultancy fee for similar type of car park consultancy and management services. In determining the annual caps for the Amounts Payable, the Company has taken into account (i) the estimated annual amount of Costs-on-Account payable by E. M. Parking to the Consultant taking into account the annual costs of operating the Parking Facility with reference to the amounts of the expenses that may be incurred in relation to the items under the Direct Operating Expenses; and (ii) the estimated annual Consultancy Fee calculated based on the estimated Direct Operating Expenses which may be payable by E. M. Parking to the Consultant. The following table sets out the annual cap amounts of the Amounts Payable for the respective period or financial year below: For the period from 1 August 2019 to 31 December 2019 For the financial year ending 31 December 2020 For the period from 1 Jan 2021 to 31 July 2021 HK$1,800,000 HK$4,700,000 HK$2,900,000
Sample 1

Related to BASIS OF DETERMINATION OF THE ANNUAL CAPS

  • Average Annual Compensation The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent five taxable years preceding the Date of Termination, including Base Salary and benefits and bonuses under any employee benefit plans of the Employers.

  • Base Annual Salary “Base Annual Salary” means the greater of (1) the highest annual rate of base salary in effect for the Executive during the 12 month period immediately prior to a Change in Control or, (2) the annual rate of base salary in effect at the time Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required).

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The Directors are also of the view that the provision of the Products could create synergy effect and opportunities with the existing business of the Group and to further expand and develop its scope of business. In addition, due to the steady supply and sales of the Products in the past 3 years, transactions under the Trademark Licence Agreement and the Sole Distributorship Agreement contributed approximately 10% and approximately 13% to the revenue of the Group for each of the years ended 31 December 2016 and 31 December 2017, respectively. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement were entered into on normal commercial terms, and that the terms of the Renewed Trademark Licence Agreement, the Renewed Sole Distributorship Agreement and the annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors have any material interest in the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement. Shareholding Structure of the JV Company Set out below is the shareholding structure of the JV Company as at the date of this announcement, which also illustrates the relationship between the JV Company and Xxxx Xxx arising from the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement: The Company 100% 51% Maxford Wealth The JV Company Xx. Xxxx Xx. Xxx spouse 49% Renewed Sole Distributorship Agreement 90% Xxxx Xxx Renewed Trademark Licence Agreement Information on Xxxx Xxx Xxxx Xxx is a company incorporated in Hong Kong with limited liability. It is engaged in the business of, inter alia, manufacture, production and distribution and sale of various products including but not limited to the Products. GEM Listing Rules Implications As at the date of this announcement, the equity of the JV Company is held as to 51% by Xxxxxxx Xxxxxx and 49% by Xx. Xxx, Xxxx Xxx by virtue of being a 30%-controlled company held by Xx. Xxxx (the spouse of Xx. 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As (i) the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder constitute connected transactions between the Company and a connected person at the subsidiary level of the Company on normal commercial terms; (ii) the Board has approved the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder; and (iii) the independent non- executive Directors have confirmed that the terms of the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are fair and reasonable, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from the circular, independent financial advice and shareholders’ approval requirements in accordance with Rule 20.99 of the GEM Listing Rules.

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