Proposed Annual Caps. The Directors anticipate that the aggregate annual fee payable by the JV Company to Xxxx Xxx under the Renewed Sole Distributorship Agreement shall not exceed HK$12 million, HK$15 million and HK$18 million for the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively. These annual caps have been estimated by the Directors (i) by reference to the Group’s estimated demand for supply of Products for each of the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively, which were arrived at with reference to the annual amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement in each of the past three years; (ii) by reference to expected expansion on variety of Products; and (iii) on the assumption that the sourcing costs for the Products will increase at an annual inflation rate of 4%. Historical amounts For the years ended 31 December 2016, 31 December 2017 and 31 December 2018, the aggregate amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement are set out below: For the year ended 31 December 2016 2017 2018 HK$’000 HK$’000 HK$’000 Reasons for and benefits of entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. The Directors are of the view that entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement could provide stable revenue to the grocery food business of the Group. 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 contem...
Proposed Annual Caps. The proposed annual caps for the transactions contemplated under 2021 Framework Agreement I for the 27 months ending 31 December 2023 are as follows: For the year ending 31 December 2021 (from 1 October 2021 onwards) For the year ending 31 December 2022 For the year ending 31 December 2023 RMB in million RMB in million RMB in million Basis of determination of the annual caps The proposed annual caps for the transactions contemplated under 2021 Framework Agreement I are determined with reference to:
Proposed Annual Caps. The Directors propose that the total annual sale amount by Shengmu High-tech to Yiyingmei Dairy under the Raw Fresh Milk Supply Framework Agreement shall not exceed RMB17 million, RMB84 million and RMB146 million for the three years ending 31 December 2022, 2023 and 2024, respectively. In determining such annual caps, the Directors have considered the following factors:
Proposed Annual Caps. The Proposed Annual Caps for the Group for the respective periods below are as follows: 16 Nov 2020 to 1 Jan 2021 to 1 Jan 2022 to 1 Jan 2023 to Proposed Annual Caps 31 Dec 2020 31 Dec 2021 31 Dec 2022 15 Nov 2023 (HK$ million) (HK$ million) (HK$ million) (HK$ million) Referral fees to the IC&I Group 10.0 50.0 50.0 40.0 Referral fees from the IC&I Group 15.0 110.0 110.0 95.0 Basis of determining the Proposed Annual Caps The Proposed Annual Caps for the Group in relation to the transactions contemplated under the Cross Referral Services Framework Agreement (2021) were determined by the Group with reference to factors including:
Proposed Annual Caps. The proposed annual caps for the Sales Transactions for the three years ending 31 December 2013, 2014 and 2015 respectively are set out as follows: For the financial year ending □ Proposed Annual Caps (RMB) 31 December 2013 5,000,000 31 December 2014 7,000,000 31 December 2015 9,000,000 Basis for determining the annual caps The annual cap for Sales Transactions for the year ended 31 December 2013 is determined with reference to the actual and estimated amount of the Previous Transactions as at the date of the announcement, being approximately RMB3.40 million. The forecast of annual increment of the annual caps for Sales Transactions at approximately RMB2 million from the previous year for the two years ending 31 December 2014 and 2015 respectively is estimated on a prudent basis with respect to the estimated increase in demand on the Veterinary Drug Products.
Proposed Annual Caps. The Directors expect that the Group will purchase 228,000MT, 264,000MT and 300,000MT of corn starch (either in powder or slurry form) from the GBT Group for each of the three years ending 31 December 2018, which will constitute 25.8%, 29.9% and 34.0% of the total corn starch to be used by the Group for each of the three years ending 31 December 2018, respectively, and the aggregate purchase prices payable by the Group for the purchase of corn starch (either in powder or slurry form) from the GBT Group by the Group for each of the three years ending 31 December 2018 will not exceed HK$716.1 million, HK$870.7 million and HK$1,038.9 million, respectively. The proposed annual caps for each of the three years ending 31 December 2018 are determined by the Directors by reference to aggregate amount of fees paid by the Group to the GBT Group in respect of the purchase of corn starch from the GBT Group for the three years ended 31 December 2015, which was approximately HK$113,000, HK$91.8 million and HK$55.3 million respectively, the gradual resumption of production of the Group’s downstream products and the estimated demand of corn starch by the Group’s Changchun and Shanghai operations, the prevailing market price and the expected increase in the price of corn starch at the rate of 5% per year for the three years ending 31 December 2018 taking into consideration of an estimated inflation rate of 5% in the PRC. The Directors expect that approximately 52.6%, 56.8% and 60.0% of the proposed annual caps for the three years ending 31 December 2018 will be directed to serve the production needs of the Changchun Group while the remaining 47.4%, 43.2% and 40.0% of the proposed annual caps for the three years ending 31 December 2018 will be directed to serve the production needs of the Group’s Shanghai operations. Reasons for the continuing connected transactions Reference is made to the announcements of the Company dated 31 March 2014 and 31 March 2015, respectively, in relation to among others, the suspension and relocation of production facilities of the Group at Luyuan District in Changchun pending its relocation of production facilities to the Xinglongshan Site. Taking into consideration that the extreme cold weather in the region during the first quarter of 2016 would hinder the relocation of production facilities of the Group to the Xinglongshan Site, the Group has halted its relocation of production facilities to the Xinglongshan Site until the end of the first qu...
Proposed Annual Caps. It is proposed that the annual caps for the transactions contemplated under the Master Agreement shall be HK$100 million, HK$100 million and HK$100 million for each of the three years ending 31 March 2024 respectively. The proposed annual caps have been determined by the Board with reference to: (i) the historical sales amount of fabrics from the Group to the Toray Group for the six months ended 31 March 2019 and the two years ending 31 March 2021; and (ii) the projected steady and moderate growth rate on the sale of fabrics from the Group to the Toray Group for the three years ending 31 March 2024, based on the expected growth generated from the increase in the Group’s overall production capacity as a result of the establishment of a production site in Vietnam as disclosed in the Company’s announcement dated 30 December 2019 to meet the overall demand of the Group’s customers for fabrics. In addition, certain buffers have been incorporated to allow for the increase in sales volume and increase in price of products as anticipated by the management of the Company. While the proposed annual caps for the three years ending 31 March 2024 of HK$100 million have been determined with reference to the historical transaction amounts relating to the sale of fabrics from the Group to the Toray Group for the six months ended 31 March 2019 and the two years ending 31 March 2021, the Board has given much weight to the historical transaction amounts of approximately HK$17 million and HK$47 million for 2019 and 2020 respectively since the Group’s overall sales of fabrics for that two periods were closer to the Group’s expectation and were not or less affected by the global pandemic of COVID-19.
Proposed Annual Caps. The Annual Caps for the Lease Transactions are RMB75,000,000 for each of the years ending 31 December 2019, 2020 and 2021, respectively. LISTING RULES IMPLICATIONS GZYX is the controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. As such, the Lease Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio for the Annual Caps is more than 0.1% but less than 5%, the Lease Transactions are subject to the reporting, annual review and announcement requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Board (including the independent non-executive Directors) considers that: (i) the terms of the 2019 Framework Lease Agreement are fair and reasonable and on normal commercial terms; (ii) the Lease Transactions are in the ordinary and usual course of business of the Group; (iii) the entering into of the 2019 Framework Lease Agreement by GCCD is in the interest of the Company and its shareholders as a whole; and (iv) the Annual Caps (including the basis of determination thereof) are fair and reasonable. 2019 FRAMEWORK LEASE AGREEMENT Reference is made to the announcement of the Company dated 30 November 2015 in relation to the 2015 Framework Lease Agreement. As the 2015 Framework Lease Agreement has expired on 31 December 2018, on 17 January 2019, GCCD (an indirect 95%-owned subsidiary of the Company) and GZYX entered into the 2019 Framework Lease Agreement to renew the term of the 2015 Framework Lease Agreement.
Proposed Annual Caps. The total proposed Annual Caps (excluding VAT) in respect of the Sales Agreement for the financial years ending 31 December 2018 and 31 December 2019 are set out as follows: 2018 RMB 2019 RMB Proposed Annual Caps The proposed Annual Caps were determined based on: 600,000,000 900,000,000
Proposed Annual Caps. The Board proposes to set the proposed annual caps for the management service fees to be paid by the Group to Zhenro Services Group in relation to the provision of pre-delivery property management services under the Pre-Delivery Property Management Services Agreement for the three years ending 31 December 2022 as follows: Year ending 31 December 2020 2021 2022 Proposed annual caps RMB20.0 million RMB22.0 million RMB24.0 million In arriving at the above annual cap, the Group has taken into account the estimated total amounts of management fees payable by the Group in relation to (i) the historical transaction amounts and growth trend of the pre-delivery property management services; (ii) the current residential property projects that it had engaged Zhenro Services Group as pre-delivery property management service provider; (iii) the projected new residential property projects that the Group may engage Zhenro Services Group for pre-delivery property management services for the three years ending December 31, 2022; and (iv) the projected increase in demand for the pre-delivery property management services as a result of the projected growth in the number of residential property projects of the Group. The annual cap is determined with reference to the percentage of the Group’s historical pre-delivery management service fees as to its historical annual sales, guidance rate set by the relevant government authorities, the GFA of each property of the relevant residential property projects, and the subsequent projected increase in demand for pre-delivery property management services as a result of the Group’s expected growth in the number of its residential property projects. REASONS FOR AND BENEFITS OF ENTERING INTO THE PRE-DELIVERY PROPERTY MANAGEMENT SERVICES AGREEMENT As part of the Group’s ordinary course of business, before newly developed properties are delivered to future property owners, the Group usually seeks to engage a property management company to provide property management services which typically include security, cleaning, landscaping, repair and maintenance of common area and shared facilities, in order to ensure availability of property management services before the property owners’ association could be lawfully established which could enter into a contract with the property management company directly. The term of the pre-delivery property management services shall end when the relevant property owners’ association of the residential property...
