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 – Proposed annual caps under the 2022 Master Sales Agreement Year ending 31 December Year ending 31 December Year ending 31 December 2022 RMB’million 2023 RMB’million 2024 RMB’million Basis of Proposed Annual Caps 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. The tables below set out the historical figures of site resource service provided by the Company to CMC Group, and the proposed annual caps under the Site Resource Service Framework Agreement: Historical figures Year ended 31 December 2018 Nine months ended 30 September 0000 XXX’million RMB’million Revenue of the Company generated from provision of site resource service to CMC Group 59 66 Proposed annual caps Year ending 31 December 2019 Year ending 31 December 0000 XXX’million RMB’million Revenue of the Company generated from provision of site resource service to CMC Group 100 180 Basis of Proposed Annual Caps The proposed annual caps under the Site Resource Service Framework Agreement set out above are determined based on the following:
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: Continuing Connected Transactions (Note 1) For the year ended 31 December 2017 (audited) For the year ended 31 December 2018 (audited) For the 3 months ended 31 March 2019 (unaudited) (for actual amount only)/ for the year ending 31 December 2019 (for original annual cap only) For the period from 25 April 2019 to 31 December 2019 HK$’000 HK$’000 HK$’000 HK$’000 (Note 2) Master Sale and Purchase (2018 Renewal) Agreement Sourcing of Goods – Actual 209 7,506 3 – Original annual cap 50,250 54,270 10,000 Sale of Goods – Actual 11,287 3,905 6,566 – Original annual cap 131,760 142,301 152,183 Master Sale and Purchase (2019) Agreement 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 Master Rental (2019) Agreement Proposed annual cap 30,000 Note 1: For easy comparison of the historical figures and the proposed annual caps, names of the new master agreements are used herein.
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: Year ended 31 December 2020 2021 Nine months ended 30 September 2022 Year ended 31 December 2022 Actual amounts Historical Cap Actual amounts Historical Cap Actual amounts Historical Cap Amounts received/ receivable under the Existing TRT Tech PRC Distribution Framework Agreement (exclusive of value-added tax in the PRC) (HK$’ million) (HK$’ million) (HK$’ million) (HK$’ million) (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 Note: From 1 January 2023 and up to the date of this announcement, Tong Xxx Xxxx Technologies Group had not purchased any Products from the Group. 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 historical figures and proposed annual caps of transactions contemplated under the 2021-2023 Service Supply Framework Agreements with each of the Telecom Group Companies for the relevant period are set out below: Historical Figures Proposed Annual Caps For the years ended 31 December For the six months ended For the years ending 31 December 2018 2019 30 June 2020* 2021 2022 2023 (RMB in millions) Transactions with CMCC and its associates 898 548 279 638 684 730 Transactions with CUC and its associates 634 526 239 580 630 681 Transactions with CTC and its associates 6,591 4,906 2,297 5,638 6,169 6,705 * Unaudited Basis of Proposed Annual Caps In determining the proposed annual caps for the transactions contemplated under the 2021-2023 Service Supply Framework Agreements, the Company have considered, among other things, the following key factors: • historical transaction amounts set out above, especially the highest historical transaction amount; • in 2019 and 2020, there were substantial decreases in the service fees of certain services that the Group were able to obtain through bidding processes due to the adjustment of standards of certain service as requested by some clients of the Group, which resulted in the decreases in the historical transaction amounts as set out above. However, we expect that there will be no such substantial decrease in the service fees under the 2021-2023 Service Supply Framework Agreement in the future; instead, such service fees are expected to remain stable in general; • the increasing demand of the Group for outsourcing maintenance services due to the increase of the number of towers and other products in operation as well as the prospect of 5G’s future development; • it is expected that demand of the Company for design, construction and supervision services tends to increase stably in accordance with the current business and construction plan of the Company; and • market condition, availability and the reasonable price range expected for construction, design, supervision, outsourcing maintenance, intermediary, supply chain and training services provided by each of the Telecom Group Companies and their respective associates. Reasons and Benefits of the Transaction The Company is in need of the types of services under the 2021-2023 Service Supply Framework Agreements in order to carry out its continuing business activities. The Group adopts methods such as bidding process to select relevant service providers in a fair and ...
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. 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 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. The tables below set out the historical figures and the proposed annual caps of the transactions contemplated under the 2022 Master Purchase 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 Proposed annual caps under the 2022 Master Purchase Agreement Year ending 31 December Year ending 31 December Year ending 31 December 2022 RMB’million 2023 RMB’million 2024 RMB’million Proposed annual caps 18 18 18 Basis of Proposed Annual Caps The proposed annual caps under the 2022 Master Purchase Agreement set out above are determined based on the following:
HISTORICAL FIGURES AND PROPOSED ANNUAL CAPS. The following table sets out the respective actual amounts and proposed annual caps of the continuing connected transactions as described above for the two years ended 31 December 2016 and the six months ended 30 June 2017, and the respective annual caps for the three years ending 31 December 2020: Continuing Connected Transactions For the year ended 31 December 2015 (audited for actual amount only) For the year ended 31 December 2016 (audited for actual amount only) For the 6 months ending 30 June 2017 (unaudited) (for actual amount only)/for the year ending 31 December 2017 (for original annual cap only) For the year ending 31 December 2018 For the year ending 31 December 2019 For the year ending 31 December 2020 (Note 1) HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
