Proposed Annual Caps and Basis of Determination. It is proposed that the Annual Cap for the Services for each of the financial years ending 31 December 2017, 2018, 2019 and 2020 during the term of the Restated Asset Management Agreement, being three years commencing from the Commencement Date, is expected not to exceed the following: 2017 HK$ 2018 HK$ 2019 HK$ 2020 HK$ Provision of Services by First Target Company to Vendor 13,500,000 (Note) 40,500,000 40,500,000 27,000,000 (Note) Note: The proposed Annual Cap for each financial year above is estimated on the assumption that completion of the First Acquisition will take place at the end of August 2017. The above proposed Annual Caps for the Services were determined with reference to (i) the expected net asset value of the Assets committed by the Vendor pursuant to the Restated Asset Management Agreement, which pursuant to the Restated Asset Management Agreement shall be no more than HK$2,700,000,000 and no less than HK$2,000,000,000 during the term of the Restated Asset Management Agreement, subject to the First Target Company’s sole discretion to adjust the aforesaid minimum amount to a sum no more than HK$2,000,000,000 upon notice to the Vendor; and (ii) the management fee equal to 1.5% per annum of the Assets as per the prevailing market rate for provision of similar services. Save for the above amendments and the corresponding and consequential changes, all other terms and conditions of the Original Asset Management Agreement remain unchanged as in the Restated Asset Management Agreement. The Restated Asset Management Agreement replaces and supersedes the Original Asset Management Agreement in its entirety. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules. Following the completion of the First Acquisition, the First Target Company will become an indirect wholly-owned subsidiary of the Company. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the annual cap amount under the Restated Asset Management Agreement are more than 5%, the transaction contemplated under the Restated Asset Management Agreement will constitute a non-exempt continuing connected transaction...
Proposed Annual Caps and Basis of Determination. The table below sets out the proposed annual caps for the transactions contemplated under the 2024-2026 Property Management Services Framework Agreement: For the year ended 31 December 2024 2025 2026 (RMB million) (RMB million) (RMB million) Property management services – Proposed annual caps 467.0 513.0 565.0 The above annual caps are determined after consideration of the following:
Proposed Annual Caps and Basis of Determination. Historical Amounts Set out below is a summary of the historical transaction amounts for the transactions contemplated under the 2018 Beijing Property Leasing Contract and the 2018 Beijing Property Management Contract for the following periods: Historical amounts for the following periods Year ended Year ended Nine months ended 31 December 2019 31 December 2020 30 September 2021 (RMB’ 0,000) (RMB’ 0,000) (RMB’ 0,000) (approx.) (approx.) (approx.) Rental expense and management fee 866 976 909 Proposed Annual Caps Set out below are the proposed annual cap amounts for the transactions contemplated under the 2021 Property Leasing and Property Management Contract for the following periods: Proposed annual caps for the following periods Year ending Year ending Year ending 31 December 2022 31 December 2023 31 December 2024 (RMB’ 0,000) (RMB’ 0,000) (RMB’ 0,000) Rental expense and management fee 1,483 1,696 1,940
Proposed Annual Caps and Basis of Determination. The proposed annual cap of the transactions with Changbao under the 2024 Procurement Framework Agreement for each of the years ending 31 December 2024, 2025 and 2026 are set out below: Year Annual caps (RMB) 2024 39,000,000 2025 41,360,000 2026 44,700,000 In determining the proposed annual caps, the Board has considered historical figures and the following factors:
Proposed Annual Caps and Basis of Determination. For the purpose of the Listing Rules, the annual caps of the total amount of service fees payable to the Lifestyle Properties Group for the provision of the Services under the Newco Framework Agreement for each of the financial years ending 31 December 2016 (covering the period from July (being the month in which it is expected that the Distribution will take place) to 31 December 2016), 2017 and 2018 (the ‘‘Service Fee Caps’’) are set at HK$13,000,000, HK$30,000,000 and HK$33,000,000 respectively. The Service Fee Cap for the year ending 31 December 2016 is substantially lower than those for the years ending 31 December 2017 and 2018 because the period covered by it is not a full year and is only around 6 months. The Service Fee Caps were arrived at on the basis of and by reference to, inter alia, (a) the extent of the expected manpower required for the Services to be rendered by the Lifestyle Properties Group which was determined based on the estimated allocation of time of the project development team of the Lifestyle Properties Group after the Proposed Spin-off on the property projects of the Newco Group during the period; (b) historical manpower costs attributable to such project development team for providing the Services and the historical service fee paid under the services framework agreement dated 26 August 2013 between the Company and Lifestyle International for the period from 12 September 2013 to 31 December 2014 and the LI Framework Agreement for the period from 1 January 2015 up to 31 December 2015; (c) expected salary increment of the project development team during the period; and (d) 7% mark-up over the projected costs of the Services which was within the market range of 5% to 15% (the ‘‘Market Range’’) as confirmed by a letter of confirmation (the ‘‘Confirmation Letter’’) from an independent firm of quantity surveyors (the ‘‘Quantity Surveyor’’). As advised by the Quantity Surveyor and suggested in the Confirmation Letter, the Company understands that the Market Range for the mark-up over the costs of provision of the relevant Services was arrived at after making references with previous cases which are independent and with similar project management services required (the ‘‘Samples’’) and the building contracts and standards commonly used in Hong Kong market which suggested the net addition to carry out works or provided services by using the cost plus arrangement shall not be more than 15% on the actual cost incurred. The Company also u...
Proposed Annual Caps and Basis of Determination. The proposed annual caps for the transactions contemplated under the Oil Storage Tanks and Ancillary Facilities Agreement for the three financial years ending 31 December 2015, 2016 and 2017 are set out as follows: Annual caps for the financial years ending 31 December 2015 2016 2017 Annual cap amounts RMB10,000,000 RMB10,000,000 RMB10,000,000 The above annual caps have been determined with reference to the annual rental payable by Fujian Fuhua Energy under the Oil Storage Tanks and Ancillary Facilities Agreement and the growth potential of the Group’s crude oil business. It is expected that Fujian Fuhua Energy may need to lease more oil storage tanks to ensure the ongoing smooth operation of its business. Reasons for and Benefits of Entering into of the Oil Storage Tanks and Ancillary Facilities Agreement The Group is principally engaged in trading and manufacturing of speaker units and provision of consultancy services in connection with research and development of headphones and speaker products. The Group has established a business strategy to explore potential investment opportunities and diversity its business to enhance the Shareholders’ value. Among other potential opportunities, the Company has strived to identify, including but not limited to, businesses which can generate stable income. The development of energy trading (including but not limited to fuel oil, oil and natural gas (the “Products”) will enable the Group to achieve such goal. The Directors consider that the entering into of the Oil Storage Tanks and Ancillary Facilities Agreement is for the benefit of the Group as it requires oil storage tanks and the ancillary services for the Products, the entering into of the Oil Storage Tanks and Ancillary Facilities Agreement would provide such storage, jetty and related services for the Group, which can continue support the sales of the Product and the growth of business of the Group. The Directors (including the independent non-executive Directors) consider that the Oil Storage Tanks and Ancillary Facilities Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Group, and that the terms and the annual caps thereunder are fair and reasonable for the Group and in the interests of the Shareholders as a whole. As Xx. Xxx is considered to have material interest in the Oil Storage Tanks and Ancillary Facilities Agreement and the transactions contemplated thereunder, he had abstained from votin...
Proposed Annual Caps and Basis of Determination. The proposed annual caps for the two years ending 31 December 2017 and 2018, and the basis of determination of the annual cap are set out as follows: For the year ended 31 December 2017 For the year ended 31 December 2018 RMB 440,000,000 594,000,000 (approximately in HK$) 511,628,000 690,698,000 The annual caps for the Renewed Master Energy Efficiency Technology Services Agreement are determined with reference to the following:
Proposed Annual Caps and Basis of Determination. The Company estimates that the annual caps during the validity period of the Framework Agreement are: For the year ended December 31, 2023 For the year ended December 31, 2024 For the year ended December 31, 2025 Purchase amount (RMB) 30,515,503.38 42,721,704.73 55,538,216.14 The basis for determining the above annual caps includes:
Proposed Annual Caps and Basis of Determination. The expected annual maximum amounts of service fees payable by the Group to the MAN Group for the transactions contemplated under the Master Services Agreement for the two financial years ending 31 December 2024 are as follows: For the year ending 31 December 2023 For the year ending 31 December 2024 (RMB’000) (RMB’000) 16,000 35,000 The Proposed Annual Caps have been determined with reference to the following factors:
Proposed Annual Caps and Basis of Determination. Proposed Annual Caps for the Deposit From the Effective From 1 January From 1 January Date to 2023 to 2024 to 31 December 31 December 31 December 2022 2023 2024 RMB RMB RMB 230 million 230 million 230 million Pursuant to Chapter 14A of the Listing Rules, the Company is required to set annual caps for the Deposit, details of which are set out in the table below. Proposed annual caps The above proposed annual caps were determined after taking into account of the following:
