ANNUAL CAP. The annual cap for the rental payable by Scud Stock to Scud Battery under the Lease for the year ending 31 December 2023 is RMB4,689,005.76 (equivalent to approximately HK$5,234,842.82), being the rental payable under the Lease for the year ending 31 December 2023. The above annual cap was determined based on the rental payable under the Lease.
ANNUAL CAP. The Annual Cap in respect of the transactions contemplated under the 2021 Master Supply Agreement A for the Year 2021 will be RMB125.0 million (equivalent to approximately HK$147.5 million). Such Annual Cap is estimated primarily with reference to:
ANNUAL CAP. The yearly total fees (the “Total Fees”), being the sum of the Monthly Fee, the Annual Fee and the total amounts of any fees paid or payable by the Guoco Group to any Hong Xxxxx Group company for services of a similar nature as the Services, are subject to an annual cap of HK$410 million (the “Annual Cap”) for each of the three financial years ending 30 June 2026. The basis of the Annual Cap is determined having regard to the highest Total Fees paid during the five financial years ended 30 June 2022 of approximately HK$163 million, allowing for the possibility that such Total Fees may increase in the four financial years ending 30 June 2026 at a rate of approximately 38% which is similar to the average absolute annual rate of change of the Total Fees paid during the five financial years ended 30 June 2022. As the Annual Fee is calculated on the annual profit before tax which will be subject to possible fluctuation due to various factors, the Annual Fee may not be in a consistent growth trend. Having regard to this issue, it is considered appropriate to apply the Annual Cap amount to each of the relevant three financial years from 1 July 2023 to 30 June 2026. The annual cap in respect of the 2020 Services Agreements was HK$413 million. The total fees paid by the Guoco Group in respect of the 2020 Services Agreements for each of the financial years ended 30 June 2021 and 30 June 2022 were approximately HK$45 million and HK$70 million respectively. The Company has established the following internal control procedures to ensure that the continuing connected transactions contemplated under the Master Services Agreement are in accordance with the terms and conditions contained therein, and that the terms and conditions of the Master Services Agreement are on normal or better commercial terms and no less favourable than those from independent third parties for similar services and that the relevant annual cap is not exceeded:
ANNUAL CAP. 5.1 The Parties agree that aggregate annual value of the Services provided in each Service Year under the Agreement and the Specific Agreements shall not result in the Annual Cap in respect of that Service Year being exceeded.
5.2 In the event that the aggregate annual value of the Services provided in a Service Year results in the Annual Cap being exceeded, such transactions and their aggregate annual value will be subject to Regulatory Compliance.
ANNUAL CAP. The Parties acknowledge that, with respect to each period set forth in Section 4.1, JSG is not permitted to, and shall not and shall cause its Affiliates not to, continue to provide the Services to SharkNinja if and to the extent that the continued provision of the Services during such period would obligate SharkNinja to pay to JSG Service Fees in excess of the applicable annual cap set forth in Schedule 2 for such period. Accordingly, each Party shall promptly notify the other Party in the event that the Service Fees incurred during such period exceeds eighty percent (80%) of the applicable cap for such period, in which case the Parties shall cooperate in good faith to determine whether to seek to increase the applicable annual cap. In the event that the Parties mutually determine, acting reasonably, to seek to increase the applicable annual cap, JSG shall use commercially reasonable efforts to take any actions necessary and appropriate to increase the applicable annual cap in accordance with the Hong Kong Listing Rules and any other applicable Laws, and SharkNinja shall reasonably cooperate with JSG in connection with the foregoing. Each Party shall bear its own costs and expenses incurred in connection with this Section 4.2.
ANNUAL CAP. The aggregate amount of Losses incurred by the Alvogen Indemnitees in a given Annual Period for which the Alvogen Indemnitees shall be entitled to indemnification pursuant to this Article XI (excluding Loss claims made under clause (f) of Section 11.2 and clause (f) of Section 11.1) shall be limited to an amount equal to [***]% of the aggregate amount paid by Alvogen to Pfenex hereunder in such Annual Period. The aggregate amount of Losses incurred by the Pfenex Indemnitees in a given Annual Period for which the Pfenex Indemnitees shall be entitled to indemnification pursuant to this Article XI (excluding Loss claims made under clause (f) of Section 11.2 and clause (f) of Section 11.1) shall be limited to an amount equal to [***]% of the aggregate amount paid by Alvogen to Pfenex hereunder in such Annual Period.
ANNUAL CAP. Company’s obligation to provide Executive the Aircraft and flight crew for personal use in any fiscal year shall cease at such time as the total cost of Executive’s personal travel (which includes both personal travel by Executive and his guests) equals $500,000, as determined by Company using the lesser of (i) the SEC Cost, and (ii) the FAR Expenses.
ANNUAL CAP. Mandatory hours curtailed or cancelled shall not exceed one hundred and twenty (120) hours per employee in any fiscal year. These hours shall be prorated for part-time employees based on their established FTE. Hours curtailed or canceled when receiving overtime or other premium pay or when working beyond the employee’s FTE requirement (per categories a and d of Section 19.11.1 above) shall not count toward an employee’s annual cap.
ANNUAL CAP. Subject to the provisions of the Agreement, the Grant is to be paid in annual instalments which shall not exceed the Annual Cap for each Fiscal Year. The Annual Cap for each Fiscal Year is the maximum amount specified below:
(a) Fiscal Year 1 - $241,000;
(b) Fiscal Year 2 - $723,000; and
(c) Fiscal Year 3 - $241,000 (being the Performance Payment).
ANNUAL CAP. The maximum annual aggregate transaction amount payable under the 2018 Renewal Agreement is estimated to be HK$14,900,000 (the “Annual Cap”) for the year ending 28 February 2019. The annual aggregate transaction amounts paid by the Company to AFS HK under the Business Advisory Service Agreement were approximately HK$5,817,000, HK$11,567,000 and HK$13,678,000 respectively for the three years ended 28 February 2018. The Annual Cap has been determined with reference to (i) the historical transaction amounts; and (ii) the estimated operating expenses to be incurred by the relevant departments of AFS HK and/or AFS Japan in providing the Services for the period from 1 March 2018 to 28 February 2019. The Board believes that the Services, which are tailored to the unique requirements and circumstances of the Group, would continue to enable the Group to benefit from the expertise and experience of AFS HK and AFS Japan in the consumer finance industry. Through the Services, the Group is likely to keep on improving its productivity, credit scoring processes and bad debt management, which are conducive to business growth in both Hong Kong and China. Independent third parties with comparable expertise and/or experience in the consumer finance industry may not be available to provide the Services to the Group. The Directors, including the Independent Non-executive Directors, consider that the 2018 Renewal Agreement is entered into in the ordinary and usual course of business of the Company, the terms of the 2018 Renewal Agreement are on normal commercial terms, and both the terms of the 2018 Renewal Agreement and the Annual Cap are fair and reasonable and in the interests of the Group and the shareholders of the Company as a whole. AFS HK is a controlling shareholder of the Company interested in approximately 52.86% of the issued shares of the Company. AFS HK is a wholly-owned subsidiary of AFS Japan. AFS HK is therefore a connected person of the Company and the 2018 Renewal Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios for the Annual Cap exceeds 0.1% but is less than 5%, the 2018 Renewal Agreement is subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has a material interest in the transactions contemplated under t...
