THE ANNUAL CAPS Clause Samples

THE ANNUAL CAPS. The Annual Caps under the Renewed Outsourcing Agreement comprises (i) the total aggregated amount payable by each of the PRC AEON Stores to AIS (the ‘‘PRC AEON Stores Annual Caps’’) and (ii) the total aggregated amount payable by AIS to each of the PRC AEON Stores (the ‘‘AIS Annual Caps’’). The historical transaction amounts in respect of the Renewed Outsourcing Agreement payable by the PRC AEON Stores to AIS for the three years ended 31 December 2013 and the period between 1 January 2014 and 31 March 2014 were RMB4,959,000, RMB5,898,000, RMB9,189,000 and RMB2,314,000, respectively. The total aggregate amount payable by each of the PRC AEON Stores to AIS under the Renewed Outsourcing Agreement will not exceed the annual caps set out below: Period PRC AEON Stores Annual Caps 21 July 2014 to 31 December 2014 RMB9,000,000 1 January 2015 to 20 July 2015 RMB11,000,000 The total aggregated historical transaction amounts in respect of the Renewed Outsourcing Agreement payable by AIS to each of the PRC AEON Stores for the three years ended 31 December 2013 and the period between 1 January 2014 and 31 March 2014 were RMB2,465,000, RMB938,000, RMB339,000 and RMB68,000, respectively. Period AIS Annual 21 July 2014 to 31 December 2014 RMB4,908,000 1 January 2015 to 20 July 2015 RMB6,092,000 Since Beijing AEON, Qingdao AEON and Mega Sports (Beijing) are not subsidiaries of the Company, the amount payable by them to AIS and by AIS to them under the Renewed Outsourcing Agreement shall not be subject to the Annual Caps. The Annual Caps have been determined on a similar basis to that stated in the 2011 Announcement, the 2012 Announcement and the 2013 Announcement. The PRC AEON Stores Annual Caps have been determined with reference to the structure of the Service Fee, anticipated credit sales amount arising out of the Renewed Outsourcing Arrangement, which is determined based on (i) the historical transaction amounts as set out above; (ii) the statistics and information collected by the respective PRC AEON Stores concerning the payment methods employed by their customers which enable each of the PRC AEON Stores to estimate the total sales proceeds to be generated from credit sales; (iii) the plans concerning AEON Card promotion and Members recruitment activities; (iv) the estimated business growth arising from the observable increase in the acceptability of credit purchase as reflected in the steady increase of the percentage of sales proceeds generated from credit purchase...

THE ANNUAL CAPS. The total service fees payable by ASC to AIS under the Service Agreement will not exceed the annual caps set out below: Financial Year/Period Annual Caps

THE ANNUAL CAPS. The historical service fees payable by the Existing Participant Companies to ASC under the Existing Service Agreements (on an aggregated basis) for the three years ended 31 December 2013 were RMB2,754,000, RMB2,816,000 and RMB3,554,000, respectively. The Service Fee payable by each New Participant Company to ASC under the New Service Agreement will not exceed the annual caps set out below: Financial Year/Period Annual Caps 1 January 2015 to 31 December 2015 RMB4,300,000 1 January 2016 to 31 December 2016 RMB5,500,000 1 January 2017 to 30 December 2017 RMB7,100,000 The annual caps have been determined with reference to the historical service fees paid by the Existing Participant Companies as set out above, the anticipated additional number of users from the New Participant Companies, growth in business of the Participant Companies and increases in the service charges of contracted suppliers employed by ASC under the Service Agreements.

THE ANNUAL CAPS. The Steam Supply Annual Caps for the continuing connected transactions contemplated under the Steam Supply Agreements are set out below: Proposed Caps 1 July2017 to31 December2017 1 January2018 to31 December2018 1 January 2019 to 31 December 2019 1 January2020 to31 May2020 New JZ Steam Supply Agreement 366,000,000 777,000,000 859,000,000 358,000,000 New GCL Steam Supply Agreement 2,196,000 5,076,000 5,076,000 2,556,000 Taicang Steam Supply Agreement 2,532,000 5,317,000 5,583,000 2,443,000 Jiangsu JX Steam Supply Agreement 40,075,000 75,913,000 75,913,000 30,096,000 10 June2017 to31 December2017 1 January2018 to31 December2018 1 January 2019 to 31 December 2019 1 January2020 to31 May2020 RMB RMB RMB RMB New Yangzhou Steam Supply Agreement 2,080,000 3,740,000 3,930,000 1,720,000 412,883,000 867,046,000 949,502,000 394,815,000 (equivalent to (equivalent to (equivalent to (equivalent to approximately approximately approximately approximately Total HK$474,403,000) HK$996,236,000) HK$1,090,978,000) HK$453,642,000) The Steam Supply Annual Caps were calculated after primarily taking into account (i) the current agreed steam supply price, (ii) the potential steam supply price movements in the PRC, and (iii) the estimated consumption of steam by the respective customer. The Desalted Water Supply Annual Caps for the continuing connected transactions contemplated under the New Desalted Water Supply Agreement are set out below: 2,280,000 (equivalent to approximately 2,160,000 (equivalent to approximately 936,000 (equivalent to approximately Desalted Water Annual Caps HK$1,282,000) HK$2,620,000) HK$2,482,000) HK$1,075,000) The Desalted Water Annual Caps were calculated after primarily taking into account (i) the current agreed desalted water price and (ii) the estimated consumption of desalted water by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

THE ANNUAL CAPS. It is expected that the total maximum fees receivable for the services to be provided under the Hotel Management Agreement (in aggregate with the service fees receivable under the Technical Services Agreement) for each of the three (3) financial years ending 31 December 2012, 2013 and 2014 will be US$1,500,000 (equivalent to approximately HK$11,700,000). The Annual Caps are determined based on (i) the terms of the Hotel Management Agreement and the Company’s projection on the room rates and occupancy of the Hotel and to cater for business growth, inflation and potential fluctuation in exchange rate between RMB and US$; and (ii) service fees receivable pursuant to the Technical Services Agreement. As each of the relevant percentage ratios in respect of the service fees receivable pursuant to the Technical Services Agreement will be less than 0.1%, the Technical Services Agreement is exempted from the reporting, annual review, announcement and independent shareholders’ approval requirements of the Listing Rules. When the transactions contemplated under the Hotel Management Agreement and the Technical Services Agreement are considered on an aggregate basis, it is expected that each of the relevant percentage ratios in respect of the Annual Caps will be less than 5% but some of them will be more than 0.1% for each of the three (3) financial years ending 31 December 2012, 2013 and 2014. As such, the transactions contemplated under the Hotel Management Agreement (in aggregate with the Technical Services Agreement) will only be subject to the reporting, announcement and annual review requirements under Rules 14A.45 to 14A.47 of the Listing Rules and will be exempted from the independent Shareholders’ approval requirement under the Listing Rules. If the aggregate actual amount of fees receivable from the services to be provided under the Hotel Management Agreement (in aggregate with the Technical Services Agreement) shall exceed the Annual Caps or upon the expiry of the Annual Caps or there is a material change to the terms of the Hotel Management Agreement, the Company will re-comply with all applicable requirements under the Listing Rules as and when appropriate. Star Cruises is an indirect wholly-owned subsidiary of the Company and an operating vehicle of the Group providing travel agency, hotel consultancy and management services. The Company is an investment holding company and its subsidiaries are principally engaged in the business of cruise and cruise rela...

THE ANNUAL CAPS. It is estimated that the total amounts payable by AEON GD to AEON Mall under the Tenancy Agreement will not exceed the annual caps set out below: Financial Year/ Period 31/12/2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Annual Caps 4.5 25.0 27.1 30.6 34.4 37.9 40.6 45.7 49.6 51.8 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 54.0 56.7 57.8 60.8 62.0 63.3 67.2 69.1 71.0 75.5 77.6 Financial Year/ Period Annual Caps The annual caps have been calculated based on the fixed rental and management fees payable by AEON GD under the Tenancy Agreement and the Company’s estimation of the sales turnover, growth of business and other expenses of AEON GD, with reference to the performance of other stores of the Group, such other rent, usage charges and fees payable in relation to any provisional showrooms, storage areas, other facilities and special equipment that AEON GD may from time to time rent or employ with the consent of AEON Mall (on the basis of actual usage) and taking into account a certain margin of allowances.

THE ANNUAL CAPS. The Annual Caps for the transaction amounts under the PRC Tencent Cloud Services Agreement for each of the three years ending December 31, 2026 are set out below: The Annual Caps have been determined principally with reference to:

THE ANNUAL CAPS. It is expected that the total amounts of the Service Fee and Disbursements payable by SOCPML to PEPM under the New Property Management Services Agreement for the three years ending 31 December 2022, 2023 and 2024 would not exceed HK$20 million, HK$22 million and HK$22 million, respectively (the “Annual Caps”). The Annual Caps are determined with reference to the following factors:

THE ANNUAL CAPS. The annual caps for the transactions contemplated under the Framework Sales Agreement for each of the three financial years ending 31 March 2016 are proposed to be HK$2,479,000, which was determined after considering (i) the historical sales volume and amount of the Products; (ii) the demand estimated for the Products during the three financial years ending 31 March 2016; (iii) the projected purchase prices of the Products during the three financial years ending 31 March 2016; and (iv) a buffer to accommodate changes in market conditions. The annual caps for the transactions contemplated under the Marketing Support Agreement for the three financial years ending 31 March 2016 are proposed to be HK$3,000,000, HK$3,450,000 and HK$3,968,000 respectively, which were determined after considering (i) the prevailing rental expenditure incurred by the Group for its boutiques offering the branded watches supplied by the Connected Persons Group; and (ii) a buffer for rental expenditure adjustment during the three financial years ending 31 March 2016. The annual caps for the transactions contemplated under the Framework Lease Agreement for the three financial years ending 31 March 2016 are proposed to be HK$2,124,000, HK$2,337,000 and HK$2,570,000 respectively, which were determined after considering (i) the prevailing rental agreed in lease agreements under the Framework Lease Agreement; (ii) the projected amount of rental during the three financial years ending 31 March 2016; and (iii) a buffer for other charges incidental to the lease agreements and rental adjustments. The annual caps for the transactions contemplated under the Framework Purchase Agreement for the three financial years ending 31 March 2016 are proposed to be HK$7,384,000, which was determined after considering (i) the historical purchase volume and amount of the Products; (ii) the demand estimated for the Products during the three financial years ending 31 March 2016; (iii) the projected purchase prices of the Products during the three financial years ending 31 March 2016; and (iv) a buffer to accommodate changes in market conditions.