Common use of Historical figures Clause in Contracts

Historical figures. The historical amounts of the fees for the provision of gold refining services by ▇▇▇▇▇▇▇ Refinery to the Group for the two years ended 31 December 2015 and 31 December 2016 and the eleven months ended 30 November 2017 are set out as follows: For the year ended 31 December 2015 For the year ended 31 December 2016 For the eleven months ended 30 November 2017 RMB’ million RMB’ million RMB’ million Gold refinery fee payable by the Group to Zhaojin Refinery 7.41 7.23 5.15 The annual cap of the fee for the provision of gold refining services by Zhaojin Refinery to the Group for the financial year ending 31 December 2017 under the 2015 Gold Refinery Agreement was RMB9,900,000 which has not been exceeded as at the date of this announcement and is not expected to be exceeded before 31 December 2017. The Company expects that the annual caps for the annual fees payable by the Company to Zhaojin Refinery for the provision of gold refining services for each of the three years ending 31 December 2018, 31 December 2019 and 31 December 2020 shall not exceed RMB12.60 million. The above annual caps are arrived at after taking into account (i) the historical fees payable by the Company to Zhaojin Refinery for the provision of gold refining services; and (ii) the expected sales and production of gold by the Group. In view of the anticipated increase in our gold production capacity and other factors such as sales strategy having regard to anticipated gold price trend and production capability, the annual caps for the transactions under the Gold Refinery Agreement will be higher than those in the past three years. The processing fee per gram for crude gold with gold content less than 99% is determined by the parties to the Gold Refinery Agreement after arm’s length negotiation having regard to the price charged by similar service providers in the local market. The terms offered by ▇▇▇▇▇▇▇ Refinery to the Company shall be no less favourable than that offered by independent third party refineries to the Company. The Gold Refinery Agreement also provided that the fees at which Zhaojin Refinery provides gold refining services to the Company shall not be higher than the fees charged by ▇▇▇▇▇▇▇ Refinery on any independent third party at that time for the same type of services provided in the normal course of business and shall not be higher than the fees charged by any independent third party to the Group at that time for the provision of same type of services. The pricing policies under the Gold Refinery Agreement will be reviewed regularly and if necessary to ensure that it is consistent with market-oriented, fair and reasonable principles. PRC laws and regulations require gold refining to be carried out at a refinery that has been licensed by the Shanghai Gold Exchange to produce standard gold bullion. The Group is not a qualified gold refinery and has to rely on other enterprises that possess the relevant licence to refine crude gold to standard gold bullion. Zhaojin Refinery is a licensed gold refinery in the PRC and has been being commissioned by the Company to refine golds since its incorporation. Given the aforesaid and after taking into account the terms of the Gold Refinery Agreement, the Directors (including the independent non-executive Directors) consider that the entering into of the Gold Refinery Agreement is in the interests of the Company and the Shareholders as a whole, and the terms thereof are fair and reasonable, and is entered into on normal commercial terms in the ordinary and usual course of business of the Company.

Historical figures. The historical amounts of the fees for the provision of gold refining services by Zhaojin Refinery to the Group for the two years ended 31 December 2019 and the eleven months ended 30 November 2020 are set out as follows: For the year ended 31 December 2018 For the year ended 31 December 2019 For the eleven months ended 30 November 2020 RMB’ million RMB’ million RMB’ million (approximately) (approximately) (approximately) Gold refinery fee paid by the Group to Zhaojin Refinery 7.30 5.07 4.74 Reference is made to the 2017 Announcement which stated that, for each of the three financial years ending 31 December 2020, the annual caps of the fees for the provision of gold refining services by ▇▇▇▇▇▇▇ Refinery to the Group under the 2017 Gold Refinery Agreement shall not exceed RMB12.6 million. The Directors has been monitoring the transaction amounts under the 2017 Gold Refinery Agreement, and such amounts did not exceed the respective annual caps for the two years ended 31 December 2015 and 31 December 2016 and the eleven months ended 30 November 2017 are set out as follows: For the year ended 31 December 2015 For the year ended 31 December 2016 For the eleven months ended 30 November 2017 RMB’ million RMB’ million RMB’ million Gold refinery fee payable by the Group to Zhaojin Refinery 7.41 7.23 5.15 The annual cap 2019. As of the fee for the provision of gold refining services by Zhaojin Refinery to the Group for the financial year ending 31 December 2017 under the 2015 Gold Refinery Agreement was RMB9,900,000 which has not been exceeded as at the date of this announcement announcement, the transaction amount incurred in 2020 did not exceed and is not expected to be exceeded before 31 December 2017exceed the 2020 annual cap. The Company expects that the annual caps for the annual fees payable by the Company to Zhaojin Refinery for the provision of gold refining services for each of the three years ending 31 December 20182021, 31 December 2019 2022 and 31 December 2020 2023 shall not exceed RMB12.60 millionRMB11,000,000, RMB13,000,000 and RMB15,000,000, respectively. The above annual caps are arrived at after taking into account (i) the historical fees payable by the Company Group to Zhaojin Refinery for the provision of gold refining services; and (ii) the expected sales and production of gold by the Group. In view of the anticipated increase in our gold production capacity and other factors such as sales strategy having regard to anticipated gold price trend and production capability, the annual caps for the transactions under the Gold Refinery Agreement will be higher than those in the past three yearsshow an increasing trend. The processing fee per gram for crude gold with gold content less than 99% is determined by the parties to the Gold Refinery Agreement after arm’s length negotiation having regard to the price charged by similar service providers in the local market. The terms offered by ▇▇▇▇▇▇▇ Refinery to the Company shall be no less favourable than that offered by independent third party refineries to the Company. The Gold Refinery Agreement also provided that the fees at which Zhaojin Refinery provides gold refining services to the Company shall not be higher than the fees charged by ▇▇▇▇▇▇▇ Refinery on any independent third party at that time for the same type of services provided in the normal course of business and shall not be higher than the fees charged by any independent third party to the Group Company at that time for the provision of same type of services. The pricing policies under the Gold Refinery Agreement will be reviewed regularly and if necessary to ensure that it is they are consistent with market-oriented, fair and reasonable principles. PRC laws and regulations require gold refining to be carried out at a refinery that has been licensed by the Shanghai Gold Exchange to produce standard gold bullion. The Group is not a qualified gold refinery and has to rely on other enterprises that possess the relevant licence to refine crude gold to standard gold bullion. Zhaojin Refinery is a licensed gold refinery in the PRC and has been being commissioned by the Company to refine golds since its incorporation. Given the aforesaid and after taking into account the terms of the Gold Refinery Agreement, the Directors (including the independent non-executive Directors) consider that the entering into of the Gold Refinery Agreement is in the interests of the Company and the Shareholders as a whole, and the terms thereof are fair and reasonable, and is entered into on normal commercial terms in the ordinary and usual course of business of the Company.

Historical figures. The historical actual amounts of the fees transactions under the Existing Master Agreement in respect of the Remaining Green Building Services incurred for the provision each of gold refining services by ▇▇▇▇▇▇▇ Refinery to the Group for the two financial years ended 31 December 2015 and 31 December 2016 and the eleven months ended 30 November 2017 are set out as follows: For the year ended 31 December 2015 For the year ended 31 December 2016 For the eleven months ended 30 November 2017 RMB’ million RMB’ million RMB’ million Gold refinery fee payable by the Group to Zhaojin Refinery 7.41 7.23 5.15 The annual cap of the fee for the provision of gold refining Technical design and consultant services by Zhaojin Refinery to the Group for the financial year ending 31 December 2017 under the 2015 Gold Refinery Agreement was RMB9,900,000 which has not been exceeded as at the date of this announcement 26,585 36,157 Green management and is not expected to be exceeded before 31 December 2017. services 9,549 – Total 36,134 36,157 The Company expects that the annual caps Annual Caps in respect of the Transactions contemplated under the New Master Agreement for the annual fees payable by the Company to Zhaojin Refinery for the provision of gold refining services for each of the three financial years ending 31 December 2018, 31 December 2019 and 31 December 2020 shall not exceed RMB12.60 million. will be as below: Financial year ending 31 December Financial year ending 31 December Financial year ending 31 December 2018 RMB’000 2019 RMB’000 2020 RMB’000 Technical design and consultant services 120,000 120,000 120,000 Green management and services 80,000 80,000 80,000 Total 200,000 200,000 200,000 The above Annual Caps of the Remaining Green Building Services contemplated under the New Master Agreement have been determined by reference to the projected annual caps are arrived at after taking or annualized amounts in respect of the Remaining Green Building Services to be provided by the relevant members of the Group to the relevant members of the Nanjing Fullshare Holding Group (as the case may be), in the next three financial years, having taken into account account: • the estimated size and scale of the Remaining Green Building Services to be provided by the Group; • the expected manpower required for the Remaining Green Building Services to be rendered by the Group during the term of the New Master Agreement; • the historical service fees charged for provision of comparable Remaining Green Building Services by the Group to independent third parties; and on the principal assumptions that, for the duration of the next three financial years, (i) there will not be any adverse change or disruption in market conditions, operation and business environment or government policies which may materially affect the historical fees payable by businesses of the Company to Zhaojin Refinery for Group or the provision of gold refining servicesNanjing Fullshare Holding Group; and (ii) the service industries in which the Group operates will have steady growth. As Nanjing Fullshare Holding has provided the Group with a business plan outlining the the Remaining Green Building Services that will be required over the next three years, which sets out the details of the services including the scope of the specific design, the gross floor area required for providing the services etc., the Company is able to determine the size and scale of the Remaining Green Building Services to be provided and the expected sales and production of gold manpower required. The Company undertakes to engage its auditors to report annually on the continuing connected transactions contemplated under the New Master Agreement. The auditors will provide their view as to whether anything has come to their attention that causes them to believe that the Transactions: (i) have not been approved by the Board; (ii) were not, in all material respects, in accordance with the Group. In view of the anticipated increase in our gold production capacity and other factors such as sales strategy having regard to anticipated gold price trend and production capability, the annual caps for the transactions under the Gold Refinery Agreement will be higher than those in the past three years. The processing fee per gram for crude gold with gold content less than 99% is determined by the parties to the Gold Refinery Agreement after arm’s length negotiation having regard to the price charged by similar service providers in the local market. The terms offered by ▇▇▇▇▇▇▇ Refinery to the Company shall be no less favourable than that offered by independent third party refineries to the Company. The Gold Refinery Agreement also provided that the fees at which Zhaojin Refinery provides gold refining services to the Company shall not be higher than the fees charged by ▇▇▇▇▇▇▇ Refinery on any independent third party at that time for the same type of services provided in the normal course of business and shall not be higher than the fees charged by any independent third party to the Group at that time for the provision of same type of services. The pricing policies under in respect the Gold Refinery Transactions; (iii) were not entered into, in all material respects, in accordance with the New Master Agreement will be reviewed regularly and if necessary to ensure that it is consistent with market-oriented, fair and reasonable principles. PRC laws and regulations require gold refining to be carried out at a refinery that has been licensed by the Shanghai Gold Exchange to produce standard gold bullion. The Group is not a qualified gold refinery and has to rely on other enterprises that possess the relevant licence to refine crude gold to standard gold bullion. Zhaojin Refinery is a licensed gold refinery in the PRC and has been being commissioned by the Company to refine golds since its incorporation. Given the aforesaid and after taking into account the terms of the Gold Refinery Agreement, the Directors (including the independent non-executive Directors) consider that the entering into of the Gold Refinery Agreement is in the interests of the Company and the Shareholders as a whole, and separate agreements governing the terms thereof are fair and reasonable, and is entered into on normal commercial terms in the ordinary and usual course of business of the Company.Transactions; and