Proposed Annual Caps and Basis of Determination. After the 2022 ACC Framework Agreement becoming effective, the 2019 ACC Framework Agreement shall be terminated. As the Passenger Aircraft Cargo Business under the 2022 ACC Framework Agreement is adjusted to follow the one-way settlement model, the Company proposes to revise the annual caps for 2022 under the 2022 ACC Framework Agreement. The table below sets out the revised annual caps of amounts payable by the ACC Group or the Group after the 2022 ACC Framework Agreement has become effective for the year ending 31 December 2022 and the proposed annual caps for each of the two years ending 31 December 2023 and 2024, respectively: In terms of the transportation service fees of the Passenger Aircraft Cargo Business 15,500 17,000 18,000 In terms of ground support services and other services 1,500 2,500 2,700 In terms of properties leasing services 250 250 250 In terms of ground support services and other services 1,400 1,500 1,600
Proposed Annual Caps and Basis of Determination. Annual Caps
Proposed Annual Caps and Basis of Determination. For the purpose of the Listing Rules, the annual caps of the total amount of service fees payable to the Lifestyle Properties Group for the provision of the Services under the Newco Framework Agreement for each of the financial years ending 31 December 2016 (covering the period from July (being the month in which it is expected that the Distribution will take place) to 31 December 2016), 2017 and 2018 (the ‘‘Service Fee Caps’’) are set at HK$13,000,000, HK$30,000,000 and HK$33,000,000 respectively. The Service Fee Cap for the year ending 31 December 2016 is substantially lower than those for the years ending 31 December 2017 and 2018 because the period covered by it is not a full year and is only around 6 months. The Service Fee Caps were arrived at on the basis of and by reference to, inter alia, (a) the extent of the expected manpower required for the Services to be rendered by the Lifestyle Properties Group which was determined based on the estimated allocation of time of the project development team of the Lifestyle Properties Group after the Proposed Spin-off on the property projects of the Newco Group during the period; (b) historical manpower costs attributable to such project development team for providing the Services and the historical service fee paid under the services framework agreement dated 26 August 2013 between the Company and Lifestyle International for the period from 12 September 2013 to 31 December 2014 and the LI Framework Agreement for the period from 1 January 2015 up to 31 December 2015; (c) expected salary increment of the project development team during the period; and (d) 7% mark-up over the projected costs of the Services which was within the market range of 5% to 15% (the ‘‘Market Range’’) as confirmed by a letter of confirmation (the ‘‘Confirmation Letter’’) from an independent firm of quantity surveyors (the ‘‘Quantity Surveyor’’). As advised by the Quantity Surveyor and suggested in the Confirmation Letter, the Company understands that the Market Range for the mark-up over the costs of provision of the relevant Services was arrived at after making references with previous cases which are independent and with similar project management services required (the ‘‘Samples’’) and the building contracts and standards commonly used in Hong Kong market which suggested the net addition to carry out works or provided services by using the cost plus arrangement shall not be more than 15% on the actual cost incurred. The Company also u...
Proposed Annual Caps and Basis of Determination. In accordance with the H Share Listing Rules, a direct lease is deemed as an acquisition of assets by the Group, and a sale-and-leaseback transaction constitutes a disposal of assets by the Group. Therefore, the Company proposes the annual caps of the direct lease and sale-and- leaseback to be newly incurred under the New Asset Financing Services Framework Agreement for the three years ended 31 December 2026 to be set as follows: Period Newly addeddirect lease Newly addedsale-and-leaseback RMB (in million) RMB (in million) Year ended 31 December 2024 800 800 Year ended 31 December 2025 800 800 Year ended 31 December 2026 800 800 The annual caps of the Finance Leasing Services are determined based on the following basis:
(1) The Company has considered the investment amount for the Group’s potential finance leasing projects (with a majority of which are wind farm and gas infrastructure investment and construction projects), as well as the anticipated principal, lease interest and handling fees of the finance lease during the term of the New Asset Financing Services Framework Agreement.
(2) In accordance with CASBE No. 21 (Leases), for a direct lease, the right-of-use asset and lease liability are recognised at the commencement date when the leased asset is provided by the lessor and available to the lessee. As the leased assets such as wind power farm equipment are delivered for use by batches, in the case of the batch delivery, the right-of- use assets are recognised in batches for the direct lease instead of one-off recognition of the entire contract amount. The Company has taken into account the capital contribution of the relevant projects and the respective project development schedules when calculating the annual caps.
(3) The Company has also considered the cash flow of the Company for the three years ended 31 December 2022 and the six months ended 30 June 2023, as disclosed in the annual reports and/or interim reports of the Company for relevant periods. The Group is able to mitigate the pressure on the cash flow for the acquisition of equipment by paying less upfront for obtaining the required equipment. In the years when finance leases were implemented, the cash flow of the Group was relatively normal, while the cash flow was relatively tight in the years when no finance lease was implemented. As a financing instrument, finance lease is beneficial for the Company to further optimize its financial structure and improve the current cash flow performa...
Proposed Annual Caps and Basis of Determination. In respect of the Tencent Marketing Promotion Framework Agreement, the proposed annual caps are set out in the table below: Services fees payable by the Group under the Tencent Marketing Promotion Framework Agreement 110,000 150,000 When estimating the annual caps, the Board took into consideration the following factors:
Proposed Annual Caps and Basis of Determination. In terms of the transactions under the Financial Services Framework Agreement, the proposed caps of financial service fees paid by the Group to China Fortune Trust for each of the years ended 31 December 2019 and 2020 were RMB5 million. The proposed caps of financial service fees have been determined after arm’s length negotiation between both parties with reference to the fees charged for provision of similar services by other financial institutions in the PRC, while taking into account the future business demand of the Group in respect of relevant financial services. In terms of the transactions under the Financial Services Framework Agreement, the Group did not engage in any historical transaction with China Fortune Trust.
Proposed Annual Caps and Basis of Determination. It is estimated that the maximum transaction amounts in relation to the upcoming procurements of the Technical Services for the period from December 1, 2023 to December 31, 2023, the year ending December 31, 2024, the year ending December 31, 2025 and the eleven months ending November 30, 2026 will not exceed RMB1.5 million, RMB5.9 million, RMB5.9 million and RMB5.9 million, respectively. The proposed annual caps for the transactions contemplated under the 2023 Master Technical Cooperation Service Agreement were determined after considering the factors including that (i) the scope of services provided under the 2023 Master Technical Cooperation Service Agreement; (ii) the amount of the Technical Service to be provided and their schedule; and (iii) the prevailing market price of services of similar nature.
Proposed Annual Caps and Basis of Determination. It is proposed that the Annual Cap for the Services for each of the financial years ending 31 December 2017, 2018, 2019 and 2020 during the term of the Restated Asset Management Agreement, being three years commencing from the Commencement Date, is expected not to exceed the following: 0000 0000 0000 0000 Provision of Services by First Target Company to Vendor 13,500,000 (Note) 40,500,000 40,500,000 27,000,000 (Note) The above proposed Annual Caps for the Services were determined with reference to (i) the expected net asset value of the Assets committed by the Vendor pursuant to the Restated Asset Management Agreement, which pursuant to the Restated Asset Management Agreement shall be no more than HK$2,700,000,000 and no less than HK$2,000,000,000 during the term of the Restated Asset Management Agreement, subject to the First Target Company’s sole discretion to adjust the aforesaid minimum amount to a sum no more than HK$2,000,000,000 upon notice to the Vendor; and (ii) the management fee equal to 1.5% per annum of the Assets as per the prevailing market rate for provision of similar services. Save for the above amendments and the corresponding and consequential changes, all other terms and conditions of the Original Asset Management Agreement remain unchanged as in the Restated Asset Management Agreement. The Restated Asset Management Agreement replaces and supersedes the Original Asset Management Agreement in its entirety. As at the date of this announcement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules. Following the completion of the First Acquisition, the First Target Company will become an indirect wholly-owned subsidiary of the Company. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the annual cap amount under the Restated Asset Management Agreement are more than 5%, the transaction contemplated under the Restated Asset Management Agreement will constitute a non-exempt continuing connected transaction under Chapter 14A of the Listing Rules upon the completion of the First Acquisition and therefore is subject to reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules.
Proposed Annual Caps and Basis of Determination. Proposed Annual Caps for the Deposit From the Effective From 1 January From 1 January
Proposed Annual Caps and Basis of Determination. The Company estimates that the annual caps during the validity period of the Framework Agreement are: For the year ended December 31, 2023 For the year ended December 31, 2024 For the year ended December 31, 2025 Purchase amount (RMB) 30,515,503.38 42,721,704.73 55,538,216.14 The basis for determining the above annual caps includes:
