ANNUAL CAPS. Proposed Annual Cap For the financial year ending 31 December 2019 2020 Master ITOCHU Supply Agreement US$5 million (approximately HK$39.1 million) US$10 million (approximately HK$78.2 million) The above annual caps have been determined by reference to (i) the value of the historical purchases for the financial year ended 31 December 2018 and the eight months ended 31 August 2019; and (iii) the increase in the overall purchase volume of CPP Purchase Products from the ITOCHU Group which the Group projects for the remaining part of 2019 and for the financial year ending 31 December 2020.
ANNUAL CAPS. The Board expects that the aggregate amounts of rentals (basic rent and anticipated maximum turnover rent), management fees, air-conditioning charges, promotion levy and other miscellaneous charges (exclusive of Government rates) receivable under the Tenancy Renewal Agreement and the licence fees receivable under the Licence Agreements will not exceed the following maximum figures (the “Annual Caps”): For the period from 1 July 2014 to 31 December 2014 HK$6,600,000 For the period from 1 January 2015 to 31 December 2015 HK$13,200,000 For the period from 1 January 2016 to 31 December 2016 HK$13,200,000 For the period from 1 January 2017 to 30 June 2017 HK$6,600,000 Based on historical figures under the 2011 Lease Agreement, the maximum turnover rent in respect of the Premises is anticipated not to exceed HK$175,000 per month, which is taken into account in arriving at the Annual Caps.
ANNUAL CAPS. The Master Agreement further provides that for the term of the Master Agreement, i.e. the period from the date of the Master Agreement up to 31 December 2014 and the two years ending 31 December 2015 and 31 December 2016, respectively, the aggregate maximum balance of the Bank Deposits on any given day shall not exceed HK$300 million. In determining the above cap, the Directors have taken into account factors including the treasury policy and business needs of the Group and the counterparty limits for CHB.
ANNUAL CAPS. The transactions under the New Steam Supply Agreement are a continuation of the transactions under the 2016 Steam Supply Agreement, according to the 2016 Steam Supply Agreement, and the transaction amounts under the New Steam Supply Agreement for the two years ended 31 December 2017, 31 December 2018 and the eleven months ended 30 November 2019 were approximately RMB36.0 million, RMB38.6 million and RMB29.4 million, respectively. It is expected that the maximum aggregate annual transaction amounts under the New Steam Supply Agreement for each of the three years ending 31 December 2020, 2021 and 2022 will be RMB30.0 million per annum. The Annual Caps were calculated after primarily taking into account (i) the estimated volume of steam generated by the Group; (ii) the estimated volume of consumption of steam by the Group; (iii) the anticipated volume of steam to be purchased by Shandong Xiwang Sugar Group; (iv) the estimated sales of steam to independent third parties; (v) the steam price under the New Steam Supply Agreement; and (vi) the anticipated coal price movements in Zouping. REASONS FOR AND BENEFITS OF ENTERING INTO THE NEW STEAM SUPPLY AGREEMENT Steam is a by-product generated during the Group’s production of special steel, while the Group only make use of a small amount of steam in its production process. Given the stable and huge demand on steam of Shandong Xiwang Sugar Group, and the proximity of its plants to the Group’s production base, the Group can generate additional income from the sale of steam unused while saving the cost in its construction of steam pipeline. In light of the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the New Steam Supply Agreement are on normal commercial terms and fair and reasonable and in the interests of the Company and the Shareholders as a whole.
ANNUAL CAPS. The proposed annual cap for the supply of the CPP Supply Products by the CPP Group to OSIL related entities for each of the financial years ending 31 December 2010, 31 December 2011 and 31 December 2012 is RMB3,025.5 million (approximately HK$3,477.6 million), RMB6,246.2 million (approximately HK$7,179.5 million) and RMB9,151.4 million (approximately HK$10,518.9 million), respectively. These caps are larger than the caps for the corresponding years for transactions under the Existing Master CPP Supply Agreement, which were approved by the Independent Shareholders at the Previous SGM in view of the expansion of feed production scale and total production volume through the leasing of additional feed production facilities owned by the OSIL Group and/or its related entities under the Master Lease Agreement. Upon its becoming effective, the New Master CPP Supply Agreement will replace the Existing Master CPP Supply Agreement. As the New Master CPP Supply Agreement is expected to become effective some time in the course of the financial year ending 31 December 2010, the annual cap for the financial year ending 2010 will be the prorated portion of the full amount proposed for that year representing the remaining part of the financial year calculated on a day-to- day basis from the date on which the New Master CPP Supply Agreement becomes effective until 31 December 2010. The proposed annual caps have been determined by reference to: (i) the value of the historical sales of the CPP Supply Products by the CPP Group to OSIL related entities for the eight months ended 31 August 2010; (ii) the prevailing market prices of the CPP Supply Products; (iii) allowances for possible price increases in line with consumer prices in the PRC generally and volume growth in the future; (iv) the expected increase in demand for the CPP Supply Products during the relevant period due to the expected expansion of the scope of products and the production capacity of the CPP Group; and (v) internal projection of the expected sales volume of the CPP Supply Products based on the above factors. The proposed annual cap for each of 2011 and 2012 represents an approximately 106.5% and 46.5% increment over that of the previous year. Information on the historical transactions between the CPP Group and OSIL related entities in relation to the supply of the CPP Supply Products for the years ended 31 December 2007, 2008 and 2009 and the eight months ended 31 August 2010 is RMB771.3 million (approxim...
ANNUAL CAPS. In accordance with the Listing Rules, we have set annual caps for the maximum aggregate engagement fee payable by us to Sum Technic for the financial years ending 31 December 2020 and 2021 at RM0.7 million (i.e. RMB1.2 million) and RM2.0 million (i.e. RMB3.3 million), respectively. The abovementioned annual caps are determined taking into account (i) the expected amount and project progress of variation work for the Relevant Project based on our experience; and (ii) the total engagement fee payable by us to Sum Technic for project/construction management service for the Relevant Project Phase 2 of RM2.0 million. Our Directors consider that the abovementioned annual caps are reasonably determined pursuant to the Listing Rules. Listing Rules implications As each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) calculated for the purpose of Chapter 14A of the Listing Rules will be more than 0.1% but less than 5%, the transactions contemplated under the Project Management Service Contracts will constitute continuing connected transactions exempt from the circular and independent shareholders’ approval requirements but subject to the announcement requirement under Chapter 14A of the Listing Rules. WAIVER
ANNUAL CAPS. An aggregate of the annual caps, which represents the sum of (i) the rental payable by Xxxxxxx Xxxxxxx to Nanyang Enterprises under the Tuen Mun Lease Agreement for the period from 1 January 2023 to 31 December 2023 in the amount of HK$33,000,000, and (ii) the rental payable by the Company to International Hope under the Harcourt Tenancy Agreement for the period from 1 January 2023 to 31 December 2023 in the amount of HK$11,248,800, will be HK$44,248,800. The aggregate amount payable by Xxxxxxx Xxxxxxx to Nanyang Enterprises in respect of the lease of the Tuen Mun Property under the Existing Lease Agreement I for the year ended 31 December 2022 was HK$33,000,000. The aggregate amount payable by the Company to International Hope in respect of the lease of the Harcourt House Office under the Existing Lease Agreement II for the year ended 31 December 2022 was HK$11,248,800. The annual caps were determined with reference to (a) the aggregate amounts payable by Nanyang Tobacco to Nanyang Enterprises and by the Company to International Hope under the Existing Lease Agreements, and (b) the rentals stipulated in the Lease Agreements.
ANNUAL CAPS. The maximum aggregate amount to be paid under the Shipping Framework Agreement for each calendar year during the term of the Shipping Framework Agreement is capped at US$23.0 million. On this basis, the Annual Cap is US$10.0 million for 2020 and US$23.0 million for 2021 and 2022. The annual cap was determined by reference to the agreed pricing principles set out in the Shipping Framework Agreement, projected production volumes and schedules of the Group, requirements of buyers including loading and discharging points and prevailing and projected international market sea freight rates for similar services from Peru and Australia.
ANNUAL CAPS. The Annual Caps represent the estimated aggregate amount payable to Zhejiang Changtong by the Group for the products to be provided by Zhejiang Changtong in each year under the 2021-23 Master Purchase Agreement, and are determined with reference to the following assumptions which the Directors (including the independent non-executive Directors) consider reasonable: (i) the anticipated purchase orders to be placed and/or purchase contracts to be entered into by relevant member(s) of the Group with Zhejiang Changtong, together with the anticipated market demand for the Group’s products; (ii) the historical volume and consideration for the products purchased by member(s) of the Group from Zhejiang Changtong pursuant to the 2020 Master Purchase Agreement; and (iii) the expected increase in the Group’s production of batteries in the coming three years. The Annual Caps in respect of the Transactions contemplated under the 2021-23 Master Purchase Agreement for the three years ending 31 December 2021, 2022 and 2023 are set out as below: For the year ending 31 For the year ending 31 For the year ending 31 December 2021 December 2022 December 2023 (RMB) (RMB) (RMB) 520,000,000 580,000,000 640,000,000 In the event that the actual amount of Transactions conducted by relevant member(s) of the Group with Zhejiang Changtong pursuant to the 2021-23 Master Purchase Agreement may exceed the Annual Cap for the relevant year, the Company shall promptly notify the Stock Exchange and take necessary actions to comply with the Listing Rules, including (among others) seeking independent shareholders’ approval (if necessary) and announcing such Transactions.
ANNUAL CAPS. The proposed annual caps for the three financial years ending 31 December 2024 (the “CCT Guarantee Period”) under the 2021 CCT Master Agreement are as follows:– For the financial year ending 31 December 2022 For the financial year ending 31 December 2023 For the financial year ending 31 December 2024 RMB’million RMB’million RMB’million Maximum amount 393 393 393 The annual caps was determined after arm’s length negotiations between the Company and the CCT Counter Guarantors with reference to, among others, the existing bank facilities of approximately RMB373.7 million guaranteed by the Group to the CCT Group and the associated costs, without limitation to interest payment.
