HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The table below summarises the actual transaction amounts, being the fees paid by Beijing Guorui Group to AOCEAN Property Management in respect of the property management services provided by AOCEAN Property Management for vacant property units and units occupied by Beijing Guorui Group for the two years ended 31 December 2019 and nine months ended 30 September 2020 under the 2018 New Property Management Agreement and the 2018 Kingdom Guorui Sales Office Management Agreement. For the For the For the nine months year ended year ended ended 31 December 31 December 30 September 2018 2019 2020 (RMB) (RMB) (RMB) Actual transaction amounts 18,210,123 23,223,558 29,140,122 The proposed annual caps under the 2021 New Property Management Agreement for the amount receivable by AOCEAN Property Management for the three years ending 31 December 2023 are as follows: For the year ending 31 December For the year ending 31 December For the year ending 31 December 2021 2022 2023 (RMB) (RMB) (RMB) Proposed annual caps 47,500,000 52,250,000 57,475,000 The proposed annual caps have been determined by the Company after taking into account of (i) the historical actual transaction amounts as disclosed above; (ii) the estimated number of vacant units or units occupied by Beijing Guorui Group of the relevant property projects during the three years ending 31 December 2023 having taken into account the estimated completion of the construction of new property units of Guorui Square Block A, Kingdom Guorui, Xx. 0 Xxxxxxx Xxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx, xxx XXX; and (iii) the fees chargeable per square meter per month during such period as stipulated under the 2021 New Property Management Agreement.
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. Historical figures The historical transaction amounts of the sales by the Group to Le Ying Group for the years ended 31 March 2016, 2017 and 2018 are set out below: Historical Transaction Amount for the years ended 31 March (HK$’000) 2016 2017 2018 (unaudited) Total Revenue Annual Caps 14,027 18,663 19,865 The maximum aggregate annual amount of the sales by the Group to Le Ying Group for the years ending 31 March 2019, 2020 and 2021 shall not exceed the caps set out below: Proposed Annual Cap for the years ending 31 March (HK$’000) 2019 2020 2021 Total Revenue Basis of Caps: 80,000 100,000 120,000 In determining the above annual caps, the Directors have considered (1) the historical transactions amount for the sales by the Group to Le Ying Group, (2) the prevailing market prices of intimate wear and sport wear products of comparable nature and scale, and (3) the Group’s anticipated demand for intimate wear and sport wear products of Le Ying Group and under the assumption that (1) Le Ying Group will expand its retail business by increasing the number of stores gradually for the three years ending 31 March 2021; (2) there will not be any material fluctuation in the market supply and demand of the relevant intimate wear and sport wear products for the three years ending 31 March 2021; and (3) there will not be any material fluctuation in market price of the relevant products for the three years ending 31 March 2021. REASONS FOR THE TRANSACTION We have been manufacturing intimate wear and sport wear products for Le Ying Group’s retail businesses in Hong Kong and PRC since 2011. The Directors consider that it is beneficial to the Group to supply the intimate wear and sport wear products to Le Ying Group on normal commercial terms, thus broadening our customer and revenue base in Asia.
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The table below sets out the historical amounts paid by us to Tianjin Zhongke Group during the Track Record Period and the expected maximum aggregate service fee payable for each of the three years ending 31 December 2024, 2025 and 2026 which was calculated based on (i) historical transaction amounts for the three years ended 31 December 2021, 2022 and 2023; (ii) the charging rate quoted by Tianjin Zhongke Group in providing the Logistics Services in 2023; (iii) the projected growth rate of our container depot business in the PRC, and, in turn, the estimated growth rate of our demand for Logistics Services; and (iv) margin and/or rates charged by Independent Third Parties that provide similar services: Historical Transaction Amount Annual Cap For the year ended 31 December For the year ending 31 December 2021 2022 2023 2024 2025 2026 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 Transportation and trucking services 5,468 5,221 5,360 5,065 5,065 5,065 Freight forwarding and agency services 128 35 107 72 72 72 Total: 5,596 5,256 5,467 5,137 5,137 5,137 Reasons for the Transaction During the Track Record Period, we had been procuring Logistics Services from Tianjin Zhongke Group. When we procure such services in our ordinary and usual course of business, we select the most suitable service providers among those available for selection, which comprise connected persons and Independent Third Parties, taking into account their fees, payment terms, experience, quality of services and other factors. We had selected members of Xxxxxxx Xxxxxxx Group as our service providers during the Track Record Period in light of their reliability in accepting and delivery of our order request in a timely manner, the quality of their services, their trucking capability and capacity, and their experience in providing these services. The price and quality of services provided by Xxxxxxx Xxxxxxx Group will be under regular review, and in the event that we are able to source a services vendor who is able to offer better quality at a lower price, we will consider replacing the Tianjin Zhongke with such services vendor. Listing Rules Implications As (i) each of the applicable percentage ratios in respect of the transactions contemplated under the Logistic-related Supporting Services Framework Agreement is expected to be more than 5% on an annual basis, (ii) Tianjin Zhongke is our connected person at the subsidiary level, (iii) our Board has approved the transactions contemplated under the ...
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The actual rental paid by the Group under the Previous Tenancy Agreements and the Expired Tenancy Agreements for the three years ended 31 December 2015 are set out as follows:- Period Actual Transaction Amounts Previous Tenancy Agreements Expired Tenancy Agreements Year ended 31 December 2013 RMB4,431,696 RMB4,071,696 Year ended 31 December 2014 (Note) RMB4,311,696 RMB4,071,696 Year ended 31 December 2015 RMB4,071,696 RMB4,071,696 Note: The Terminated Tenancy Agreement with monthly rental of RMB30,000 was terminated on 31 August 2014. The annual cap for the rental payable by the Group under the Tenancy Agreements shall be no more than RMB4,500,000 for each of the three years ending 31 December 2018. The annual cap has been determined with reference to the rental payable by the Group under the Tenancy Agreements. The terms of the Tenancy Agreements, including the rental payable by the Group, are arrived at after arm’s length negotiations between the parties involved with reference to the prevailing market rent of comparable properties of similar area.
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The aggregate annual transaction amounts between HV Operations and GAO for the purchase of diesel fuel for the period from 1 January 2022 to 31 December 2022 and the period from 1 January 2023 to 31 October 2023 were approximately A$177.0 million and A$184.5 million, respectively. The maximum annual transaction amounts paid by HV Operations to GAO for the periods from 1 January 2022 to 31 October 2022, from 1 November 2022 to 31 December 2022 and from 1 January 2023 to 31 October 2023 for the purchase of diesel fuel were A$150 million, A$43 million and A$186 million, respectively, with the Revised Cap set at A$254 million for the period from 1 January 2023 to 31 December 2023.
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The table below summarises the actual transaction amounts, being the fees paid by Beijing Guorui Property to AOCEAN Property Management in respect of the sales office management services provided by AOCEAN Property Management under the Kingdom Guorui Sales Office Management Agreement. The period from 8 October The period from 8 October 2016 2017 Actual transaction amounts (RMB) 11,247,000 (RMB) 5,388,000 The proposed annual caps under the 2018 Kingdom Guorui Sales Office Management Agreement to AOCEAN Property Management for the three years ending 31 December 2020 are as follows: For the year ending 31 December For the year ending 31 December For the year ending 31 December 2018 2019 2020 Proposed annual caps (RMB) 6,160,000 (RMB) 6,776,000 (RMB) 7,454,000 The proposed annual caps are determined by the Company after taking into account of (i) the scale of Kingdom Guorui sales office and its ancillary areas, (ii) the estimated actual costs and expenses to be incurred by AOCEAN Property Management in managing and operating the Kingdom Guorui sales office and its ancillary areas; and (iii) the relevant taxation and the 10% profit margin entitled by AOCEAN Property Management as stipulated under the 2018 Kingdom Guorui Sales Office Management Agreement. The Directors confirm that the terms under the 2018 Kingdom Guorui Sales Office Management Agreement have been agreed based on arm’s length negotiations between AOCEAN Property Management and Beijing Guorui Group, and have been entered into by AOCEAN Property Management in its ordinary and usual course of business and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to AOCEAN Property Management than those available to or from independent third parties. Pricing and Payment Terms As stated in the paragraph headed ‘‘Pricing and Payment Terms’’ in the section headed ‘‘(B) Terms of the 2018 New Property Management Agreement’’ above, AOCEAN Property Management charges property management fees in accordance with the applicable laws and regulations of the relevant government authorities. In accordance with the Measures, AOCEAN Property Management collects property management fees based on the market-adjusted price approach under the 2018 Kingdom Guorui Sales Office Management Agreement. The charge rates and fee calculation methods have been specifically stipulated in the said agreement. Based on the aforesaid, the Directors are of the opinion that AOCEAN Property Management strictly...
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The amounts (including the rentals, the management charges, other charges and other outgoings such as rentals for car parking spaces to be leased by Tendo to the Tenant from time to time) paid by the Tenant to Tendo in respect of the lease of the Main Premises under the 2015 Main Premises Tenancy Agreement for the period from 20 September 2015 to 31 December 2015, the two financial years ended 31 December 2016 and 2017 and the period from 1 January 2018 to 31 July 2018 were approximately HK$2,900,000, HK$10,200,000, HK$10,200,000 and HK$6,000,000, respectively. The expected maximum amounts (including the rentals, the management charges, other charges and other outgoings such as rentals for car parking spaces to be leased by Tendo to the Tenant from time to time) payable by the Tenant to Tendo under the 2018 Main Premises Tenancy Agreement are set out below: - Annual cap for the period from 20 September to 31 December Annual caps for the years ending 31 December Annual cap for the period from 1 January to 19 September 2018 2019 2020 2021 HK$ 3,500,000 11,500,000 11,500,000 8,500,000 The annual caps were determined with reference to (i) the historical amounts paid by the Tenant to Tendo for relevant period under the 2015 Main Premises Tenancy Agreement; (ii) the rentals, management charges and other charges stipulated in the 2018 Main Premises Tenancy Agreement; (iii) the expected increment to the management charges and/or other charges over the term of the 2018 Main Premises Tenancy Agreement; and (iv) the estimated outgoings in respect of the Main Premises.
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. The historical transaction amounts and the annual caps in respect of the Transactions under the Framework Agreement for the three years ending 31 December 2018 are set out as follows: Financial period / year ended/ending Aggregation of absolute amount of fair value of the Transactions recorded as assets / liabilities (HK$’000) 31 May 2016 (Note) 4,597 31 December 2016 110,000 31 December 2017 210,000 31 December 2018 210,000 Note: This represents the 12-month period ended 31 May 2016. The above annual caps are proposed by the Directors based on the following factors:
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. Historical transaction amounts The table below summarizes the actual transaction amounts of the relevant fees (including VAT) under the Original Service Agreements: Actual Transaction Amount (HK$’000, rounded to the nearest thousand) Financial year ended/ending 31 December 2021 2022 2023 (estimate) Renewal Phase 1A Development Management Agreement No.1 2,106 1,842 2,224 Marketing Agency Agreement 1,070 1,284 1,284 Sales Agency Agreement 0 0 0 Property Management Agreement 267 525 573 Aggregated transaction amount 3,443 3,651 4,081 Note: In the above table, the figures in the column “2023” are derived from the aggregate actual amounts of the relevant transactions for the ten months ended 31 October 2023 and the estimated amounts of those transactions for November and December 2023; the figures in the column “2021” and “2022” are the actual amounts of the relevant transactions for the financial years ended 31 December 2021 and 2022. The Company confirms that the annual caps for transaction amounts under the Renewal Phase 1A Development Management Agreement No.1, Marketing Agency Agreement, Sales Agency Agreement and Property Management Agreement for the financial years ended 31 December 2021 and 2022 were not exceeded, and that for the financial year ending 31 December 2023 will not be exceeded, as set out in the Company’s announcement dated 10 December 2021. Annual caps As the transactions contemplated under the Service Agreements all relate to the Project and are entered into with entities which are associates of the same connected person, Xx Xxxxx, and all the Service Agreements will be carried out on a continuing basis over a period of time, the annual caps of all such continuing connected transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. The Company estimates that the maximum aggregate amounts payable by the Group to Andaman Property, Paradise Luxury and Andara Resort under the Service Agreements will not exceed the Aggregated Annual Caps below: Annual Cap (HK$’000) Financial year ending 31 December 2024 2025 2026 Renewal Phase 1A Development Management Agreement No.2 1,500 2,500 2,000 Renewed Sales Agency Agreement 3,600 2,400 600 Common Area Management Agreement for Phase 1A Development and Estate Road 1,500 1,500 1,600 Cleaning Service Agreement 650 650 650 Aggregated Annual Cap 7,250 7,050 4,850 Note: Each of the Service Agreements has a term of not more than three years as per the terms thereunder. The annual cap is b...
HISTORICAL TRANSACTION AMOUNTS AND ANNUAL CAPS. Historical transaction amounts The historical transaction amounts pursuant to the Existing Procurement Framework Agreement for the years ended 31 December 2020 and 2021 and the nine months ended 30 September 2022 amounted to approximately RMB387 million, RMB633 million and RMB337 million, respectively. The historical transaction amounts pursuant to the Existing Procurement Framework Agreement for the years ended 31 December 2020 and 2021 did not exceed the respective annual caps of the relevant year and the historical transaction amounts pursuant to the Existing Procurement Framework Agreement for the nine months ended 30 September 2022 did not exceed the annual cap for the year ending 31 December 2022.
