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. The aggregate consideration in connection with the Existing Lease Agreements for the five months ending 31 May 2013 was amounted to approximately RMB8.8 million. And the aggregate consideration in connection with the Existing Lease Agreements and the New Baozehang Lease Agreement for the year ending 31 December 2013 is expected to be approximately RMB16 million. The proposed annual cap under the Existing Lease Agreements and the New Baozehang Lease Agreement for the year ending 31 December 2013 is RMB16 million. It is determined with reference to the historical figures of the monthly consideration paid under the Existing Lease Agreements, together with the consideration to be paid under the New Baozehang Lease Agreement. The Directors (including the independent non-executive Directors) are of the view that the proposed annual cap for the transactions under the Existing Lease Agreements and New Baozehang Lease Agreement is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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 transactions contemplated under the 2023 Electricity Supply Agreement for the year ending 31 December 2023 and 31 December 2024 are as follows: Year ending Year ending 31 December 2023 31 December 2024 (RMB) (RMB) Proposed annual cap 65,000,000 65,000,000 The annual caps for the 2023 Electricity Supply Agreement as set out above are determined with reference to (i) the average tariffs and the historical consumption by Baikai Wrap Knitting for the period between January 2022 and November 2022; (ii) the estimation of the electricity to be consumed by Baikai Wrap Knitting during the term of the 2023 Electricity Supply Agreement; and (iii) the current government prescribed unit price for electricity.
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. As mentioned in the above paragraph headed “Reasons for the Transactions”, the income derived from Direct Power Transaction by CR Jiangsu represents the difference between the amount the end users pay to Jiangsu Electric Power Company and the amount pays to CR Xuzhou (excluding the fees and income of Jiangsu Electric Power Company). CR Jiangsu will only record such difference (rather than the electricity fees payable by end users) as the revenue from the Direct Power Transaction in its financial statements. As such, the Directors consider that the proposed annual cap in relation to CR Jiangsu under the Direct Power Transaction shall be the revenue to be received by CR Jiangsu under the Direct Power Transaction (i.e. the difference between the amount the end users pay to the power grid operator and the amount the power grid operator pays to power plants) for the year ended 31 December 2018, and would like to clarify that the amount of such annual cap shall be approximately RMB2.0 million (equivalent to approximately HK$2.4 million). On this basis, as at the date of the Direct Power Transaction Agreement, none of the relevant percentage ratios under the Listing Rules in respect of the transactions contemplated under the Direct Power Transaction Agreement reached the de minimis threshold under Rule 14A.76 of the Listing Rules, and therefore the Direct Power Transaction Agreement and the transactions contemplated thereunder are fully exempt from reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Proposed Annual Cap. The proposed annual cap of the New Material Purchase Framework Agreement for each of the six months and the two financial years ending 31 December 2018, 2019 and 2020, is RMB24,550,000, RMB49,100,000 and RMB49,100,000 (equivalent to approximately HK$28,218,400, HK$56,436,800 and HK$56,436,800) respectively, based on the following factors:
