Basis of Pricing. As the Group is a key market player in transportation and logistics services in the PRC, during its ordinary course of business it gathers information on the market rates of various services offered by its competitors from time to time. For some standard services, various service providers may issue price lists from time to time. When entering into any particular transaction with a connected person, the relevant member of the Group would consider a number of factors including, among other things, the combination of services provided, the geographical coverage of services provided and the terms offered by the local competitors, with a view to ensuring that the terms offered to the Group are at market prices as defined above. If a transaction involves customized combination of services for which the terms offered by service providers could substantially differ, the relevant member of the Group will in accordance with the Group’s internal control manual requirements obtain quotes and terms of services from at least two independent third parties (to the extent such alternative service providers are available) and the connected person. The Company has established a business contracts review system in which the supervisory departments and offices of the Group will review the terms of services (including the price of services) and compare the same against those offered by independent third parties, to ensure that those terms are at market prices as defined above. In the event that there are less than two alternative independent third parties service providers in the relevant market for a particular type of services, such departments and offices will review the terms of such services (including the price of the services) with reference to the terms of similar services provided or received by the Group previously and consider whether the terms being offered are commercially beneficial to the Group having regard to such comparables. The transportation and logistics services provided under the Master Services Agreement by the Group to Qingdao Jinyun Air will be at the market prices charged by the Group to independent third parties for the same or comparable type of services, and vice versa. The Directors consider that the procedures described above can ensure that the transactions will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its minority Shareholders. The historical transaction amounts of transportation and logistics services provided and received between the Group and Qingdao Jinyun Air and its associates for the two years ended 31 December 2021 and for the five months ended 31 May 2022 were as follows: Provision of transportation and logistics services by the Group 51 994 296 Receipt of transportation and logistics services by the Group 103 732 1,007 The Board further confirms that, as at the date of this announcement, the actual transaction amounts for provision and receipt of transportation and logistics services by the Group with Qingdao Jinyun Air and its associates since 1 January 2022 still falls within the de minimis threshold under Chapter 14A of the Listing Rules. The table below sets out the proposed annual caps for the value of transportation and logistics services to be provided and received between the Group and Qingdao Jinyun Air and its associates for the three years ending 31 December 2024: Cap1 Cap1 Cap1 Provision of transportation and logistics services by the Group 6,000 7,200 8,640 Receipt of transportation and logistics services by the Group 8,000 9,600 11,520
Appears in 1 contract
Sources: Master Services Agreement
Basis of Pricing. The price of each service under the Master Services Agreement shall be determined at arm’s length and on normal commercial terms, and the price of services to be provided by each party to the other shall be the market price. The “market price” represents the price in respect of same or similar services provided or obtained by an independent third party in the same area on normal commercial terms during the ordinary course of business. As the Group is a key market player in transportation and logistics services in the PRC, during its the ordinary course of business it gathers information on the market rates of various services offered by its competitors from time to time. For some standard services, various service providers may issue price lists from time to time. When entering into any particular transaction with a connected personthe Qingdao Jinyun Air Group, the relevant member of the Group would consider a number of factors including, among other things, the combination of services provided, the geographical coverage of services provided and the terms offered by the local competitors, with a view to ensuring that the terms offered to the Group are at market prices as defined above. If a transaction involves customized combination of services for which the terms offered by service providers could substantially differ, the relevant member of the Group will in accordance with the Group’s internal control manual requirements obtain quotes and terms of services from at least two independent third parties (to the extent such alternative service providers are available) and the connected person. The Company has established a business contracts review system in which the supervisory departments and offices of the Group will review the terms of services (including the price of services) and compare the same against those offered by independent third parties, to ensure that those terms are at market prices as defined above. In the event that there are less than two alternative independent third parties service providers in the relevant market for a particular type of services, such departments and offices will review the terms of such services (including the price of the services) with reference to the terms of similar services provided or received by the Group previously and consider whether the terms being offered are commercially beneficial to the Group having regard to such comparables. The transportation and logistics services provided under the Master Services Agreement by the Group to the Qingdao Jinyun Air Group will be at the market prices charged by the Group to independent third parties for the same or comparable type of services, and vice versa. The Directors consider that the procedures described above can ensure that the transactions will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its minority Shareholders. The historical transaction amounts of transportation and logistics services provided and received between the Group and Qingdao Jinyun Air and its associates for the two years ended 31 December 2021 and for the five months ended 31 May 2022 were as follows: Provision of transportation and logistics services by the Group 51 994 296 Receipt of transportation and logistics services by the Group 103 732 1,007 The Board further confirms that, as at the date of this announcement, the actual transaction amounts for provision and receipt of transportation and logistics services by the Group with Qingdao Jinyun Air and its associates since 1 January 2022 still falls within the de minimis threshold under Chapter 14A of the Listing Rules. The table below sets out the proposed annual caps for the value of transportation and logistics services to be provided and received between the Group and Qingdao Jinyun Air and its associates for the three years ending 31 December 2024: Cap1 Cap1 Cap1 Provision of transportation and logistics services by the Group 6,000 7,200 8,640 Receipt of transportation and logistics services by the Group 8,000 9,600 11,520.
Appears in 1 contract
Sources: Master Services Agreement