Proposed Annual Cap. The proposed annual cap for the transactions under the Power Supply Framework Agreement for the year ending 31 December 2017 is expected to be RMB1,200 million (equivalent to approximately HK$1,368 million). The proposed annual cap for the transactions under the Power Supply Framework Agreement has been determined after arm’s length negotiation with reference to
Proposed Annual Cap. The proposed annual cap for the continuing connected transactions under the 2020 Supplemental Trademark Licence Agreement is RMB10,000,000 for each of 2021, 2022 and 2022. Basis for the proposed annual cap In determining the caps, the Company has taken into consideration of the following factors:
Proposed Annual Cap. It is estimated that the maximum aggregate amount of servicing fees payable by SIFS to the service provider under the Master Services Agreement will not exceed the Annual Caps set out below. Financial year ending 2011 Maximum annual value of HK$2,000,000 Financial year ending 2012 Maximum annual value of HK$2,750,000 Financial year ending 2013 Maximum annual value of HK$3,200,000 The Annual Caps are calculated based on the historial amounts and the agreed scope of services to be provided to SIFS, the increasing rental fees for offices in Hong Kong and taking into account the possible office space which may be taken up by SIFS in offices presently occupied by the Group in the PRC. Reasons for the transaction: The Group is engaged in providing financial services in Hong Kong and making proprietary investments, including investments in various listed and unlisted assets for short to medium term capital gains. Kingsway Services and Billion On are, primarily engaging in the provision of management services to the Group. SIFS is primarily engaged in private equity investment and the provision of administration services to the SWH Group (excluding the Company). Kingsway Services and Billion On have been providing the Services to SIFS on an annual basis under an arrangement between the parties. As service fee payable under the prior arrangement did not exceed 5% under the applicable percentage ratio and total consideration was less than HK1,000,000, it was exempt from all reporting, announcement and independent shareholders’ approval requirements. Given the increase in lease costs on the Premises and staff costs payable by Kingsway Services and Billion On, the Master Services Agreement has been entered into to record the increased Service Fee. LISTING RULES IMPLICATIONS SIFS is an indirect wholly-owned subsidiary of SWH, the ultimate controlling shareholder of the Company. In the circumstances, SIFS is a connected person of the Company and the transactions contemplated under the Master Services Agreement constitute a continuing connected transaction for the Company under the Listing Rules. Given that the annual amount of the service fee payable under the Master Services Agreement is expected to be more than 0.1% but less than 5% under the applicable percentage ratio, the Master Services Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules.
Proposed Annual Cap. It is proposed that the annual cap amounts for the transactions contemplated under the Supplemental Hoisting Equipment Lease Agreement (2017-2019) for the three financial years ending 31 December 2019 will be set at RMB3.85 million, RMB4.95 million and RMB6.6 million, respectively. Basis of the proposed annual cap: The proposed annual cap is calculated and determined after taking into account the historical amount and the scale of Zhuhai Industrial Park and anticipated hoisting services needed. Reasons For and Benefits of the Supplemental Hoisting Equipment Lease Agreement (2017-2019) Zhuhai Industry Part was newly established in May 2015 for the port machinery and the Company needs hoisting equipment in Hunan to hoist large-size materials and equipment for setting-up of Zhuhai Industry Park. Hunan Zhongtai Equipment is principally engaged in hoisting services and it has branch office and hoisting equipment located in Zhuhai. Thus, the Company considers that Hunan Zhongtai Equipment is able to provide the appropriate hoisting equipment to the Company in a timely manner. Therefore, the Directors (including the independent non-executive Directors) are of the view that the Supplemental Hoisting Equipment Lease Agreement (2017-2019) has been entered into in the ordinary and usual course of business on normal commercial terms and the terms thereof are fair and reasonable and in the interest of the Company and the Shareholders as a whole. As no Director has a material interest in the Supplemental Hoisting Equipment Lease Agreement (2017- 2019), none of the Directors has abstained from voting on the relevant board resolution approving the Supplemental Hoisting Equipment Lease Agreement (2017-2019). Listing Rules Implications As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary shares and 479,781,034 Convertible Preference Shares, which, in aggregate, represents 85.97% of the issued share capital of the Company. Sany Group, being held by Xx. Xxxxx Xxxxxx as to 56.42%, is therefore an associate of Xx. Xxxxx Xxxxxx under Rule 14A. 12(1)(c) and hence a connected person of the Company under the Listing Rules. Hunan Zhongtai Equipment, being a subsidiary of Sany Group, is therefore an associate of Xx. Xxxxx Xxxxxx under Rule 14A. 12(1)(c) and hence a connected person of the Company under the Listing Rules. Accordingly, th...
Proposed Annual Cap. The proposed annual cap under the Procurement Framework Agreement for the year ending 31 December 2016 is set out below: Year ended 31 December 2016
Proposed Annual Cap. The proposed annual cap for the transactions contemplated under the Framework Lease Agreement for the year ending 31 December 2023 is RMB65,400,000 (equivalent to HK$73,248,000). The proposed annual cap is determined after taking into account (i) the 2022 Theoretical Annualized Rents; (ii) the expected Related Property Service Fees that are payable by the Subsidiary Lessees to Lessor (in its capacity as lessor/service provider) relating to the use of the leased properties in 2023;
Proposed Annual Cap. The proposed annual cap of the brand promotion fees (exclusive of tax) payable by CDOT Huizhou under the Agreement for the year ending 31 December 2021 is RMB8,000,000. BASIS FOR DETERMINATION OF THE PROPOSED ANNUAL CAPS The Group has not entered into similar brand promotion agreement as the Agreement with TCL Technology historically. The above annual cap for the brand promotion fees under the Agreement is determined based on the maximum annual brand promotion fees payable (exclusive of tax) as stipulated under the Agreement, which has taken into account factors as set out in the paragraph headed “Pricing policy and basis of price determination” in the section “Brand Promotion Agreement” above.
Proposed Annual Cap. The transactions contemplated by the Compressors Purchase Framework Agreement from the date of approval of the agreement by the Independent Shareholders, which is expected to be 4 June 2010, to 31 December 2010 are subject to the annual cap set out below: From 4 June 2010 to 31 December 2010 RMB 252,000,000 (inclusive of value-added tax) The above annual cap was determined with reference to (a) similar transactions between Hisense (Beijing) and/or its Subsidiaries with Beijing Embraco Snowflake Compressor and/or its Subsidiaries in the past; (b) the prevailing market conditions relating to the demand for electrical appliances in the PRC; and (c) the business development plan of the Company relating to the production and sales level of refrigerators and air-conditioners in 2010.
Proposed Annual Cap. The transactions contemplated by the Compressors Purchase and Supply Framework Agreement 2 from the date of the approval of the agreement by Independent Shareholders, which is expected to be 4 June 2010, until 31 December 2010 are subject to the annual cap set out in the table below: From4 June2010 to 31 December 2010 RMB 330,050,000 (inclusive of value-added tax) The above annual cap was determined with reference to (a) similar transactions between the Group and Huayi Compressor and/or its Subsidiaries in the past; (b) the prevailing market conditions relating to the demand for home electrical appliances in the PRC; and (c) the business development plan of the Company relating to the production and sales level of refrigerators and air-conditioners in 2010. The transactions contemplated under the Compressors Purchase and Framework Agreement 2 will constitute continuing connected transactions for the Company under the Hong Kong Listing Rules and should be aggregated with the transactions contemplated under the Compressors Purchase and Supply Framework Agreement 1 dated 6 November 2009 for the purpose of Rules 14A.25 to 14A.27 of the Hong Kong Listing Rules. As such, upon approval by the Independent Shareholders, the annual cap for all similar continuing connected transactions with Huayi Compressor shall be as follows: Annual Cap from 1 January 2010 to 31 December 2010 pursuant to the Compressors Purchase and Supply Framework Agreement 1 dated 6 November 2009 RMB 580,000,000 (inclusive of value-added tax) Annual Cap for the year ending 31 December 2010 pursuant to the Compressors Purchase Framework Agreement dated 4 June 2010 and the Compressors Purchase and Supply Framework Agreement 1 dated 6 November 2009 RMB 910,050,000 (inclusive of value-added tax)
Proposed Annual Cap. The proposed annual cap for the year ending 31 March 2024 under the Procurement Services Framework Agreement is HK$120 million.
