Proposed Annual Caps. The Directors anticipate that the aggregate annual fee payable by the JV Company to Xxxx Xxx under the Renewed Sole Distributorship Agreement shall not exceed HK$12 million, HK$15 million and HK$18 million for the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively. These annual caps have been estimated by the Directors (i) by reference to the Group’s estimated demand for supply of Products for each of the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively, which were arrived at with reference to the annual amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement in each of the past three years; (ii) by reference to expected expansion on variety of Products; and (iii) on the assumption that the sourcing costs for the Products will increase at an annual inflation rate of 4%. Historical amounts For the years ended 31 December 2016, 31 December 2017 and 31 December 2018, the aggregate amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement are set out below: For the year ended 31 December 2016 2017 2018 HK$’000 HK$’000 HK$’000 Reasons for and benefits of entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. The Directors are of the view that entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement could provide stable revenue to the grocery food business of the Group. The Directors are also of the view that the provision of the Products could create synergy effect and opportunities with the existing business of the Group and to further expand and develop its scope of business. In addition, due to the steady supply and sales of the Products in the past 3 years, transactions under the Trademark Licence Agreement and the Sole Distributorship Agreement contributed approximately 10% and approximately 13% to the revenue of the Group for each of the years ended 31 December 2016 and 31 December 2017, respectively. The Directors (including the independent non-executive Directors) are of the view that the transactions contem...
Proposed Annual Caps. The proposed annual caps for the transactions contemplated under 2021 Framework Agreement II for the three months ending 31 December 2021 and the two years ending 31 December 2023 are as follows: For the year ending 31 December 2021 (from 1 October 2021 onwards) For the year ending 31 December 2022 For the year ending 31 December 2023 RMB in million RMB in million RMB in million The proposed annual caps for the transactions contemplated under 2021 Framework Agreement II are determined with reference to:
Proposed Annual Caps. The table below sets out the 2021 Operation Services Annual Caps, the 2021 ZEEKR Operation Services Annual Caps and the New Operation Services Annual Caps: For the financial years ending 31 December 0000 0000 0000 RMB million RMB million RMB million 2021 Operation Services Annual Caps - Service fees receivable by the Group for the provision of operation services to the Geely Holding Group and XXXX & CO Group 2,258.7 2,708.3 – - Service fees payable to the Geely Holding Group and XXXX & CO Group for the provision of operation services to the Group 426.9 484.6 – Historical transaction amount for the four months ended 30 April 2023 - Service fees receivable by the Group for the provision of operation services to the Geely Holding Group and XXXX & CO Group 170.8 Utilisation rate of annual cap 7.6% - Service fees payable to the Geely Holding Group and XXXX & CO Group for the provision of operation services to the Group 290.7 Utilisation rate of annual cap 68.1% 2021 ZEEKR Operation Services Annual Caps 931.0 – – Historical transaction amount for the four months ended 30 April 2023 57.0 For the financial years ending 31 December 0000 0000 0000 RMB million RMB million RMB million Utilisation rate of annual cap 6.1% New Operation Services Annual Caps - Service fees receivable by the Group for the provision of operation services to the Geely Holding Group, XXXX & CO Group and ZEEKR Group 1,550.6 2,280.6 2,908.2 - Service fees payable to the Geely Holding Group and XXXX & CO Group for the provision of operation services to the Group 1,581.4 1,613.6 1,136.9
Proposed Annual Caps. It is proposed that the annual caps for the transactions contemplated under the Master Agreement shall be HK$100 million, HK$100 million and HK$100 million for each of the three years ending 31 March 2024 respectively. The proposed annual caps have been determined by the Board with reference to: (i) the historical sales amount of fabrics from the Group to the Toray Group for the six months ended 31 March 2019 and the two years ending 31 March 2021; and (ii) the projected steady and moderate growth rate on the sale of fabrics from the Group to the Toray Group for the three years ending 31 March 2024, based on the expected growth generated from the increase in the Group’s overall production capacity as a result of the establishment of a production site in Vietnam as disclosed in the Company’s announcement dated 30 December 2019 to meet the overall demand of the Group’s customers for fabrics. In addition, certain buffers have been incorporated to allow for the increase in sales volume and increase in price of products as anticipated by the management of the Company. While the proposed annual caps for the three years ending 31 March 2024 of HK$100 million have been determined with reference to the historical transaction amounts relating to the sale of fabrics from the Group to the Toray Group for the six months ended 31 March 2019 and the two years ending 31 March 2021, the Board has given much weight to the historical transaction amounts of approximately HK$17 million and HK$47 million for 2019 and 2020 respectively since the Group’s overall sales of fabrics for that two periods were closer to the Group’s expectation and were not or less affected by the global pandemic of COVID-19.
Proposed Annual Caps. The Annual Caps for the Lease Transactions are RMB75,000,000 for each of the years ending 31 December 2019, 2020 and 2021, respectively. LISTING RULES IMPLICATIONS GZYX is the controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules. As such, the Lease Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the highest applicable percentage ratio for the Annual Caps is more than 0.1% but less than 5%, the Lease Transactions are subject to the reporting, annual review and announcement requirements but are exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Board (including the independent non-executive Directors) considers that: (i) the terms of the 2019 Framework Lease Agreement are fair and reasonable and on normal commercial terms; (ii) the Lease Transactions are in the ordinary and usual course of business of the Group; (iii) the entering into of the 2019 Framework Lease Agreement by GCCD is in the interest of the Company and its shareholders as a whole; and (iv) the Annual Caps (including the basis of determination thereof) are fair and reasonable. 2019 FRAMEWORK LEASE AGREEMENT Reference is made to the announcement of the Company dated 30 November 2015 in relation to the 2015 Framework Lease Agreement. As the 2015 Framework Lease Agreement has expired on 31 December 2018, on 17 January 2019, GCCD (an indirect 95%-owned subsidiary of the Company) and GZYX entered into the 2019 Framework Lease Agreement to renew the term of the 2015 Framework Lease Agreement.
Proposed Annual Caps. The Board intends to set the annual caps for the annual rent payable under the New Microtech Changzhou Lease Agreement as follows, which are determined based on the annual rent payable by Microtech Changzhou under the New Microtech Changzhou Lease Agreement during the relevant years:- Annual caps (in RMB) For the year ending 31 December 2013 For the year ending 31 December 2014 New Microtech Changzhou Lease Agreement RMB414,000 (equivalent to approximately HK$513,360) RMB414,000 (equivalent to approximately HK$513,360) Basis for determining the rent: The Additional Jiangsu Yuanyu (Microtech Changzhou) Premises is leased from Xxxxxxx Xxxxxx to Microtech Changzhou on the rental basis of RMB23 (equivalent to approximately HK$28.52) per sq.m. of the construction area of the Additional Jiangsu Yuanyu (Microtech Changzhou) Premises. The rental rate under the New Microtech Changzhou Lease Agreement has been determined with reference to prevailing market rental rates obtained by market research on rental valuation of similar properties in the vicinity carried out by Microtech Changzhou. Reasons for and benefits of entering into the New Microtech Changzhou Lease Agreement: The Additional Jiangsu Yuanyu (Microtech Changzhou) Premises is leased to Microtech Changzhou for projects which involve the manufacture of small volume products (presently categorized as annual sales amount of under RMB5 million). The Additional Jiangsu Yuanyu (Microtech Changzhou) Premises is in close proximity to the other facilities of Microtech Changzhou, which are beneficial to the overall business and operation of Microtech Changzhou. In addition, the rental rate offered by Xxxxxxx Xxxxxx is lower than the prevailing market rental rate, which will help to decrease the operation cost of Microtech Changzhou. The Directors (including the independent non-executive Directors) are of the view that the New Microtech Changzhou Lease Agreement was entered into in the ordinary and usual course of business of Microtech Changzhou, on normal commercial terms and that the terms thereof (including the proposed annual caps) are fair and reasonable and in the interests of the Company and Shareholders as a whole after taking into account the above factors.
Proposed Annual Caps. The Board proposes to set the proposed annual caps for the management service fees to be paid by the Group to Zhenro Services Group in relation to the provision of management services under the Management Services Agreement for the three years ending 31 December 2022 as follows: Year ending 31 December 2020 2021 2022 Proposed annual caps RMB250.0 million RMB280.0 million RMB310.0 million In arriving at the above annual cap, the Group has taken into account the estimated total amounts of management fees payable by the Group in relation to (i) the historical transaction amounts and growth trend of the management services; (ii) the current residential and commercial property projects which it had engaged Zhenro Services Group as management services provider; (iii) the projected new residential and commercial property projects that the Group may engage Zhenro Services Group for management services for the three years ending December 31, 2022; and (iv) the projected increase in demand for the management services as a result of the projected growth in the number of residential property projects of the Group. The annual cap is determined with reference to the total GFA, geographical locations, facilities and human resources allocation of the relevant display units, sales offices and community clubhouses, the percentage of the historical management service fees as to the Group’s historical annual sales, and the subsequent projected increase in demand for management services to display units, sales offices and community clubhouses as a result of the expected growth in the number of the Group’s residential property projects. REASONS FOR AND BENEFITS OF ENTERING INTO THE MANAGEMENT SERVICES AGREEMENT Due to the foot traffic at the display units, sales offices and community clubhouses of residential property projects and for the Group to better focus on the businesses of property development, property leasing and commercial operational services, the Group typically engages property management companies to provide constant management services such as cleaning, security, maintenance and concierge services. The Group had selected management services providers mainly through comparing fee quotes offered by several management service providers in each residential and commercial property projects. Taking into account various factors such as credentials, fee quote and quality of services, Zhenro Services Group had been engaged by the Group as the management services provider...
Proposed Annual Caps. The Directors expect that the Group will purchase 228,000MT, 264,000MT and 300,000MT of corn starch (either in powder or slurry form) from the GBT Group for each of the three years ending 31 December 2018, which will constitute 25.8%, 29.9% and 34.0% of the total corn starch to be used by the Group for each of the three years ending 31 December 2018, respectively, and the aggregate purchase prices payable by the Group for the purchase of corn starch (either in powder or slurry form) from the GBT Group by the Group for each of the three years ending 31 December 2018 will not exceed HK$716.1 million, HK$870.7 million and HK$1,038.9 million, respectively. The proposed annual caps for each of the three years ending 31 December 2018 are determined by the Directors by reference to aggregate amount of fees paid by the Group to the GBT Group in respect of the purchase of corn starch from the GBT Group for the three years ended 31 December 2015, which was approximately HK$113,000, HK$91.8 million and HK$55.3 million respectively, the gradual resumption of production of the Group’s downstream products and the estimated demand of corn starch by the Group’s Changchun and Shanghai operations, the prevailing market price and the expected increase in the price of corn starch at the rate of 5% per year for the three years ending 31 December 2018 taking into consideration of an estimated inflation rate of 5% in the PRC. The Directors expect that approximately 52.6%, 56.8% and 60.0% of the proposed annual caps for the three years ending 31 December 2018 will be directed to serve the production needs of the Changchun Group while the remaining 47.4%, 43.2% and 40.0% of the proposed annual caps for the three years ending 31 December 2018 will be directed to serve the production needs of the Group’s Shanghai operations. Reasons for the continuing connected transactions Reference is made to the announcements of the Company dated 31 March 2014 and 31 March 2015, respectively, in relation to among others, the suspension and relocation of production facilities of the Group at Luyuan District in Changchun pending its relocation of production facilities to the Xinglongshan Site. Taking into consideration that the extreme cold weather in the region during the first quarter of 2016 would hinder the relocation of production facilities of the Group to the Xinglongshan Site, the Group has halted its relocation of production facilities to the Xinglongshan Site until the end of the first qu...
Proposed Annual Caps. The Directors propose that the total annual purchase amount by Shengmu High-tech from Fuyuan International Group under the Fuyuan International Materials Supply Framework Agreement shall not exceed RMB30 million, RMB30 million and RMB30 million for the three years ending 31 December 2020, 2021 and 2022, respectively. In determining such annual caps, the Directors have considered the following factors:
Proposed Annual Caps. The Directors propose that the total annual sale amount by the Group to China Mengniu Group under the Raw Fresh Milk Supply Framework Agreement shall not exceed RMB3,300 million, RMB3,700 million and RMB4,200 million for the three years ending 31 December 2020, 2021 and 2022, respectively. In determining such annual caps, the Directors have considered the following factors:
