BASIS OF DETERMINATION OF THE CONSIDERATION. The consideration for the Acquisition was determined after arm’s length negotiations between the Purchaser, Black Diamond and Xxxxxxx. The consideration under the Asset Purchase Agreement payable by the Purchaser will be financed by internal resources of the Company and the Company’s revolving credit facility. Conditions Precedent The obligations of the Purchaser to complete the Acquisition are subject to the satisfaction or waiver on or prior to the date of closing of certain closing conditions, including: • the representations and warranties made by Black Diamond and Xxxxxxx being true and correct as of the closing date, except for breaches that would not have a material adverse effect; • Black Diamond and Xxxxxxx having complied in all material respects with their obligations under the Asset Purchase Agreement; • there having been no material adverse effect on the business of Xxxxxxx since December 31, 2013; • the consummation of the Acquisition not being prohibited by law; • the expiration of the waiting periods under certain antitrust requirements; • the absence of any action by a governmental authority that would prevent the consummation of the Acquisition or would adversely impact the ability of the Purchaser to operate the acquired business; and • the receipt of certain consents and approvals from third parties and government agencies. The obligations of Black Diamond and Xxxxxxx to complete the Acquisition are subject to the satisfaction or waiver on or prior to the date of closing of certain closing conditions, including: • the representations and warranties made by the Purchaser being true and correct as of the closing date, except for breaches that would not have a material adverse effect; • the Purchaser having complied in all material respects with its obligations under the Asset Purchase Agreement; • the consummation of the Acquisition not being prohibited by law; • the expiration of the waiting periods under certain antitrust requirements; • the absence of any action by a governmental authority that would prevent the consummation of the Acquisition; and • the receipt of any required consents or approvals from third parties or government agencies.
BASIS OF DETERMINATION OF THE CONSIDERATION. The Consideration was arrived at after arm’s length negotiations between the Vendor and the Company on normal commercial terms and taken into consideration of the following factors:
BASIS OF DETERMINATION OF THE CONSIDERATION. The Consideration was determined by Xxxxxxx Xxxxxxx and Beijing Ruihongda after arm’s length negotiations with reference to, among other things: (i) the market value of the right-of- use of the Property for a term of 17 years and 10 months of approximately RMB38,000,000 as at the Basis Date, according to the preliminary valuation results prepared by the Independent Valuer based on the income approach; (ii) application of a discount rate of 3.03% on the aforesaid market value factoring in the time required for renovation of the Property by Xxxxxxx Xxxxxxx; and (iii) the reasons for and benefits of the Acquisition as stated in the section headed “Reasons for and Benefits of the Acquisition” below. As the Property has been used by Beijing Ruihongda for its own use, no profit was attributable to the Property for the years ended 31 December 2021 and 31 December 2022. REASONS FOR AND BENEFITS OF THE ACQUISITION OF THE RIGHT-OF-USE OF THE PROPERTY With regard to the Group’s commitments to improving its administration and operation functions, and in view of the steady growth of its businesses, the Group is in need for new and additional office spaces. For instance, the Group intends to establish an information technology centre that is more professional and well equipped so as to improve its information technology systems. To ensure the security, efficiency and stability of the Group’s information technology, the Board is of the view that such information technology centre is more suitably located at a property with exclusive right-of-use and should be sizable. The Property is intended to be held by Hongkun Ruibang for general office, administrative and operational uses, including but not limited to providing sufficient space for the establishment of the information technology centre of the Group. In addition, the Consideration will be settled in full by way of set-off against various outstanding receivables of the Group, and the Acquisition will therefore be conducive to the debt collection progress of the Group. In view of the above, the Directors (except the members of the Independent Board Committee whose views will be given after taking into account the advice from the Independent Financial Adviser) consider that the Transfer Agreement and the Acquisition are conducted on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
BASIS OF DETERMINATION OF THE CONSIDERATION. The Consideration was determined after arm’s length negotiations between Shijiazhuang City Planning Bureau and Xxxx Xxxx Real Estate with reference to the preliminary valuation of the Land of approximately RMB633,527,000 as of 23 September 2021 as assessed by Xxxxx Xxxxxxx Real Estate Appraisal Company Limited（ 河北金峰房地產評估有限公司）, an independent valuer appointed by the Company. The preliminary appraisal of the Land was conducted by using a combination of the market comparison approach, the residual approach and benchmark land price coefficient correction approach and the appraisal of the preliminary foundation works on the Land was conducted by using cost approach. The Land was appraised at approximately RMB606,000,000 as at 30 April 2022 by Xxxxx Xxxx LaSalle Corporate Appraisal and Advisory Limited, an independent valuer appointed by the Company. The appraisal of the Land was conducted by the comparison approach and details of the valuation report is set out in Appendix II to this circular. The difference of approximately RMB33,378,000 between the preliminary valuation of the Land and the Consideration was due to the fact that the Land is primarily for commercial and financial uses and is located in Shijiazhuang. Under the current economic situation and recent COVID-19 developments, the Group is not optimistic about the market of commercial and financial use lands and developments thereof in Shijiazhuang in the near future. Based on the above and the reasons set out in the section below headed ‘‘Reasons and benefits of the Disposal’’, the Board considers that the Consideration is fair and reasonable and in the interests of the Company and its Shareholders as a whole.
BASIS OF DETERMINATION OF THE CONSIDERATION. The Contractor was selected by Antengene Hangzhou for the transaction contemplated under the Agreement through an open tendering process and the Consideration was determined based on the bidding price offered by the Contractor. Antengene Hangzhou awarded the Agreement to the Contractor after thorough evaluation of the bids, considering factors including but not limited to the experience and capability of the bidders, the expected scope of work and the expected cost of the Construction Project. Antengene Hangzhou considers that the Contractor is able to provide up to standard construction services for implementing the Agreement.
BASIS OF DETERMINATION OF THE CONSIDERATION. The consideration was:
BASIS OF DETERMINATION OF THE CONSIDERATION. The consideration for the Disposal was determined after arm’s length negotiations between China Lounge Investments and GAIG, taking into account the appraised value of the Target Company of RMB5,357.1847 million (i.e. the corresponding appraised value of the Sale Shares, being 5.00% of the total issued share capital of the Target Company, is approximately RMB267.875 million) according to the Valuation Report, details of which are set out in the section titled “THE VALUATION REPORT” of this announcement. Based on the consideration for the Disposal, the Sale Shares are disposed of at RMB30.45 per Ordinary Share, which is slightly higher than that of RMB30.44 per share of the Target Company in its series B funding exercise completed in August 2023 (details of which are disclosed in the announcement of the Company dated 31 July 2023). Conditions precedent Completion is conditional upon, among other things, (1) the ODI Approvals in connection with the transactions contemplated under the Agreement being obtained; and (2) the execution and delivery of a deed of undertaking pursuant to which China Lounge Investments and GAIG agree to, jointly and severally, indemnify and hold harmless the Target Company from and against any and all indemnifiable losses suffered by the Target Company as a result of or arising from any breach or non- performance of any of the undertakings made by China Lounge Investments and GAIG under the Agreement and the deed of undertaking. Completion shall take place no later than 5 Business Days after the satisfaction or waiver of each of the conditions precedent under the Agreement.
BASIS OF DETERMINATION OF THE CONSIDERATION. The consideration was determined after arm’s length negotiations between the Buyer and the Seller and with reference to the reference price gathered from Aircraft Bluebook system, an aircraft valuation platform, of approximately HK$31,000,000, on the basis of Aircraft being in perfect condition, and adjusted with factors including the insurance claims history and physical damages and repairs as well as the benefit of having an immediate and committed buyer. The Consideration shall be paid in the following manners:
BASIS OF DETERMINATION OF THE CONSIDERATION. The consideration for the Acquisition was determined after arm’s length negotiations between the parties with reference to the market price of Bohai Logistics’ shares. The purchase price of RMB7.00 per share represents a discount of approximately 16.5% to the closing price of RMB8.38 per share on the date of the Agreement. The Directors (including the independent non-executive Directors) consider the consideration to be fair and reasonable. FINANCIAL INFORMATION OF BOHAI LOGISTICS Based on the audited accounts of BoHai Logistics prepared in accordance with PRC accounting principles, the audited net profit (before and after taxation and extraordinary items) of BoHai Logistics for the two financial years ended 31 December 2007 and 2008 are as follows: For the year ended 31 December 31 December 2007 2008 RMB RMB Net profit before taxation and extraordinary items 3,384,061.46 3,733,717.50 Net profit after taxation and extraordinary items -9,687,309.73 -381,670.87 REASONS FOR ENTERING INTO THE TRANSACTION The Company is optimistic towards the prospect of Bohai Logistics and therefore decided to further increase its strategic investment in the company.
BASIS OF DETERMINATION OF THE CONSIDERATION. The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchasers and was determined with reference to (i) the net asset value of the Target Company of approximately RMB17,383,000 as at 31 December 2022 (the “NAV”); (ii) the market value of the Property as appraised by an independent valuer (the “Appraised Property Value”), which is equivalent to HK$26,480,000 (equivalent to approximately RMB23,434,000)(Note); and (iii) other factors as set out in the paragraph headed “Reasons for and Benefits of the Disposal” below. The Consideration is comparable to the NAV, which is merely a commercial decision of the Vendor and the Purchasers after arm’s length negotiations.
