HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The Group had not engaged the BOE Group for transactions which are similar in nature to the Subcontracting Transactions, thus no historical transaction figure is available. The table below sets out the historical actual amounts paid by the Group in respect of its purchase of TFT panels and other products from the BOE Group for the three years ended 31 December 2013, 2014 and 2015, and for the nine months ended 30 September 2016. (approximate) (approximate) (approximate) (approximate) Purchase of TFT panels 56.46 (including approximately HK$56.43 million incurred after the effective date of the Master Purchase Agreement (i.e. and other products 3.7 6.7 7.4 28 April 2016)) The table below sets out the Subcontracting Annual Caps and the Renewed Purchase Annual Caps for each of the three years ending 31 December 2016, 2017 and 2018. Subcontracting Transactions 10 73 138 Purchase Transactions 133 702 1,229 The Subcontracting Annual Caps are determined with reference to:
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The tables below set out the historical figures and the proposed annual caps for the transactions contemplated under the 2022 Master Sales Agreement: Historical figures Year ended Year ended Year ended Six months ended 31 December 2019 31 December 2020 31 December 2021 30 June 2022 RMB’million RMB’million RMB’million RMB’million Historical sales 6.4 1.0 2.6 – The proposed annual caps under the 2022 Master Sales Agreement set out above are determined based on the following:
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. Except for the Previous Tenancy Agreements entered into between the Company and associates of Xx. Xxxx, the aggregated recognised value of right-of-use assets of which was approximately HK$20.26 million for the year ended 31 December 2022, there was no other historical transaction amount with respect to the proposed transactions under the Master Tenancy Framework Agreement. The Directors have proposed the following annual cap, which represents the total value of the right-of-use assets relating to the lease transactions to be entered into by the Group in each year during the term of the Master Tenancy Framework Agreement: In arriving at the above proposed annual caps, the Directors have taken into account the following factors:
(a) the previous lease transactions and the relevant transaction amounts under the Previous Tenancy Agreements between the Company and associates of Xx. Xxxx;
(b) the market rental for similar premises and/or car parking spaces in the vicinity of the relevant Premises and Car Parking Spaces under the Master Tenancy Framework Agreement;
(c) the expected new leases of the Premises and/or the Car Parking Spaces in the PRC or other locations to facilitate the relevant Group members’ corporate needs during the term of the Master Tenancy Framework Agreement;
(d) the anticipated changes or increments in the rental of the relevant Premises and/or Car Parking Spaces during the term of the Master Tenancy Framework Agreement;
(e) taking into account a suitable and adequate buffer of 10% on the estimated rental payable for the possible demand of the Group for any new lease of premises or car parking spaces in case of events such as adjustments to business plans.
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. For each of the two years ended 31 December 2021 and the nine months ended 30 September 2022, the Group’s total revenue attributable to the sales of the relevant products to Winning Futures and Xxx Xxxx in aggregate was approximately HK$9.9 million, HK$8.3 million and HK$5.7 million, respectively, or represents approximately 13.0%, 9.6% and 6.9% of the Group’s total revenue respectively. Based on the aforesaid historical figures, the proposed annual caps in respect of the 2022 Master Supply Agreement for each of the three years ending 31 December 2025 are HK$9,000,000, HK$9,000,000 and HK$9,000,000 respectively. The basis of the proposed annual caps in respect of the 2022 Master Supply Agreement is determined with the consideration of (i) the historical figures; and (ii) the expected demand of the relevant products by Winning Futures and Xxx Xxxx from the Group for each of the three years ending 31 December 2025 with the expectation of the economic recovery in Macau to be benefited from the gradual release of the international travel restrictions and pandemic control measures.
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. For the two years ended 31 December 2018 and 2019 and the six months ended 30 June 2020, the aggregate amount of materials procured from CTC and its associates by the Group were RMB10 million, RMB60 million and RMB43 million, respectively. The proposed annual caps for transactions under the Materials Procurement Framework Agreement for the two years ending 31 December 2020 and 2021 shall be RMB120 million and RMB200 million, respectively.
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. For the two years ended 31 December 2018 and 2019 and the six months ended 30 June 2020, the aggregate service fees from CMCC and its associates by the Group were RMB59 million, RMB85 million and RMB74 million, respectively. The proposed annual caps for transactions under the 2021-2023 Site Resource Service Framework Agreement with CMCC for the three years ending 31 December 2021, 2022 and 2023 shall be RMB240 million, RMB350 million and RMB500 million, respectively.
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. Set out below is the aggregate historical amounts received/receivable by the Group in respect of its sales of the Products for the Tong Xxx Xxxx Technologies Group’s distribution to, among others, distributors, retailers or end-users in the PRC for the two years ended 31 December 2021 and nine months ended 30 September 2022 as well as the previous annual caps (exclusive of value-added tax in the PRC) under the Existing TRT Tech PRC Distribution Framework Agreement: Amounts received/ receivable under the Existing TRT Tech PRC Distribution Framework Agreement (exclusive of value-added tax in the PRC) (Audited) (Audited) (Unaudited) 8.7 50.0 0.7 57.0 1.8 65.0 The low utilisation of the historical annual caps was because the Group had adjusted its sales strategy on customer distribution to e-commerce distributors since 2020 and had focused on sales of the Products through the e-commerce sales channel, to which the Group had prioritised its sales effort and the Products were allocated to such sales channel as it was at its early stage of operation. It was also noted that the Tong Xxx Xxxx Technologies Group had also adjusted its sales strategies in respect of the Products. The proposed annual caps (exclusive of value-added tax in the PRC) under the Renewed TRT Tech PRC Distribution Framework Agreement for the distribution of the Products for each of the three years ending 31 December 2025 are set out below: For the year ending 31 December 0000 0000 0000 (HK$’ million) (HK$’ million) (HK$’ million) Proposed annual caps (exclusive of value-added tax in the PRC) 74.0(Note) 85.0 98.0 The proposed annual caps for the three years ending 31 December 2025 set out above are determined based on the following factors which are applicable to the Renewed TRT Tech PRC Distribution Framework Agreement:
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The Existing TRT Group PRC Distribution Framework Agreement only covered sales of the Owned Products by the Group to Tong Xxx Xxxx Group, while the sales of Chinese Medicine Products to Tong Xxx Xxxx Ltd Group (being members of the Tong Xxx Xxxx Group) only commenced in 2022 under the Sales Framework Agreement. Set out below is the aggregate historical amounts received/receivable by the Group in respect of its sales of the Owned Products for the Tong Xxx Xxxx Group’s distribution to, among others, retailers or end- users in the PRC for the two years ended 31 December 2021 and nine months ended 30 September 2022 as well as the previous annual caps (exclusive of value-added tax in the PRC) as revised based on the announcement of the Company dated 6 November 2020 under the Existing TRT Group PRC Distribution Framework Agreement: Amounts received/ receivable under the Existing TRT Group PRC Distribution Framework Agreement (exclusive of value-added tax in the PRC) (Audited) (Audited) (Unaudited) 338.0 363.0 92.1 430.0 53.5 470.0 The low utilisation of the historical annual caps for the year ended 31 December 2021 and the nine months ended 30 September 2022 was due to the adjustment of the Group’s sales strategy after considering that there were long overdue receivables from certain subsidiaries, jointly-controlled entities and associates of the Tong Xxx Xxxx Group. Pursuant to the implementation agreements entered into between Tong Xxx Xxxx Group and the Group under the Existing TRT Group PRC Distribution Framework Agreement, the Group had granted to the Tong Xxx Xxxx Group a payment term of three months. As at 31 December 2020, the Group had recorded an amount of HK$187,570,000 from Tong Xxx Xxxx Group which was past due. Although the Directors were of the view that the overdue receivables did not pose significant credit risks to the Group given the Group had implemented stringent internal control measures, the sales to certain members of Tong Xxx Xxxx Group was halted and the Group had taken various measures, including but not limited to, issuing formal demand letters and holding discussion with the management of the Tong Xxx Xxxx Group. The overdue receivables were subsequently fully settled as at 31 December 2021. Details of the overdue receivables and the relevant settlement are set out in the announcement of the Company dated 31 December 2021. The Company entered into the Sales Framework Agreement with Tong Xxx Xxxx Ltd. (a controlling shareholder of the...
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The following table sets out the respective actual amounts and original annual caps of the continuing connected transactions as described above for the two years ended 31 December 2017 and 31 December 2018 and the three months ended 31 March 2019, and the respective proposed annual caps for the period from 25 April 2019 to 31 December 2019: Master Sale and Purchase (2018 Renewal) Agreement Sourcing of Goods – Actual 209 7,506 3 – Original annual cap 50,250 54,270 10,000 – Actual 11,287 3,905 6,566 – Original annual cap 131,760 142,301 152,183 Souring of Goods – Proposed annual cap 10,000 Sale of Goods – Proposed annual cap 80,000 Master Lease (Tenant) (2018 Renewal) Agreement – Actual 13,938 20,763 5,932 – Original annual cap 21,155 27,822 39,169 Proposed annual cap 30,000
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The following table sets out the respective actual amounts and original annual caps of the continuing connected transactions as described above for the two years ended 31 December 2017 and 31 December 2018 and the two months ended 28 February 2019, and the respective proposed annual caps for the period from 10 April 2019 to 30 September 2019: For the 2 months ended 28 (Note 1) (audited) (audited) cap only) 2019 HK$’000 HK$’000 HK$’000 HK$’000 (Note 2) Agreement – Actual 298,550 311,034 63,745 – Original annual cap 499,622 425,035 563,141 Master Logistics Service Supply (2017 Renewal) Agreement – Actual 352,789 404,708 44,600 – Original annual cap 733,229 514,484 611,722 Subcontracting by TCL Corporation Group – Actual 4,960 – – – Original annual cap 27,390 95,829 94,809 Subcontracting by the Group – Actual 651 3,874 6 – Original annual cap 2,933 6,895 (Note 3) 7,661 (Note 3) For the 2 months ended 28 (Note 1) (audited) (audited) cap only) 2019 HK$’000 HK$’000 HK$’000 HK$’000 (Note 2) 2018 Master Services Agreement Service fees paid by the Group Platform services – Actual N/A 5,358 230 – Original annual cap N/A 11,237 16,559 IT and other services – Actual N/A 2,430 1,339 – Original annual cap N/A 11,363 270,377 Service fees paid by TCL Corporation Group Platform services – Actual N/A 8,047 1,105 – Original annual cap N/A 12,500 18,750 Other services – Actual N/A 28,050 15,948 – Original annual cap N/A 119,572 179,843 Proposed annual cap – After sale service 165,563 – Logistics service 289,805 – Operations & sales enhancement service 54,740 For the 2 months ended 28 (Note 1) (audited) (audited) cap only) 2019 HK$’000 HK$’000 HK$’000 HK$’000 (Note 2) Master Sale and Purchase (2019) Agreement Sourcing of Goods – Actual 12,497,141 12,892,395 1,653,551 – Original annual cap 25,714,019 13,153,107 15,021,622 Proposed annual cap 533,373 Sale of Goods – Actual 4,501,508 5,566,381 821,076 – Original annual cap 18,201,831 5,739,212 7,148,383 Proposed annual cap 533,373 Master Rental (2019) Agreement – Actual 21,397 38,209 8,841 – Original annual cap 42,829 159,272 164,092 Proposed annual cap 34,071
