INFORMATION OF THE TARGET GROUP. The Target Group mainly consists of the Target Company and two operating subsidiaries, namely NSSW and NSSZ. The Target Company is an investment holding company incorporated in Hong Kong on 19 March 2004 and holds the entire shareholding interest in each of NSSW and NSSZ. The Target Group was acquired by Xx. Xx and his spouse at a total consideration of HK$31 million in 2016. NSSW was incorporated in Hong Kong on 3 November 2010 and is principally engaged in the trading of printing and packaging products businesses. NSSZ was established in Shenzhen on 1 December 2009 and is principally engaged in the manufacture and trading of printing and packaging products businesses. The manufacturing base of the Target Group, which is owned by NSSZ, is located in Shenzhen, with an aggregate gross floor area of approximately 18,100 sq.m. The manufacturing base is equipped with major automated manufacturing machines, including offset 5 and 6 colours printers and full rotary label press machine, hot stamping foil machine, paper bag forming machine, silk screening machine, die cutting/slotting machine, paper surface line-inpress machine, etc. The estimated maximum printing capacity of the manufacturing base is over 25,000 sheets of paper per-hour and the utilisation rate for the financial year ended 31 March 2019 is approximately 60-70%. The Target Group produces and sells various printed products, including paper packaging products (i.e. gift packages and container boxes with logo, brands and graphics), paper gift items (i.e. jewelry boxes, carrier bags, letter sets and other stationery and gift accessories), paper promotional materials (i.e. leaflet, manuals, catalogues and other promotional materials) and other various paper printed products. The Target Group’s customers generally provide the product design and/or specifications to the Target Group for quotation. Based on such product design and/or specifications, the Target Group provides product development, product engineering and printing solutions to the customers for consideration and then make prototypes or mock-up samples for customers’ review and confirmation. Upon the confirmation of sales orders by the customers, the Target Group sources raw materials and proceeds to manufacture the products for the customers. The Target Group implements stringent quality control measures to ensure the procurement and production process. The Target Group arranges third party logistics operators to collect raw materials, if no...
INFORMATION OF THE TARGET GROUP. The Target Company is a company established in the PRC with limited liability. The Target Group is principally engaged in the business of research and development, manufacturing and sales of optical film in the PRC. Set out below is certain financial information of the Target Group (on a consolidated basis) for the years ended 31 December 2018 and 31 December 2017 respectively, as extracted from the Target Group’s audited financial statements (on a consolidated basis) prepared in accordance with the PRC Accounting Standards for Business Enterprises: For the year ended 31 December For the year ended 31 December 2017 RMB’000 (Note 1) 2018 RMB’000 Revenue 35,244 122,838 Net profit before tax 2,949 11,407 Net profit after tax 2,212 9,500 For the year ended 31 December 2018 RMB’000 Total assets 100,244 Net assets 40,807 Note 1: As the Target Company was established on 7 June 2017, the financial figures of the Target Group for the year ended 31 December 2017 was only for the period from 7 June 2017 to 31 December 2017. INFORMATION OF GUANGDONG REGENCY Guangdong Regency is a company established in the PRC with limited liability. Guangdong Regency is principally engaged in the business of research and development, manufacturing and sales of diffuser and optical film in the PRC. Set out below is the shareholding structure of the Guangdong Regency immediately before completion of and after completion of the Allotment: Shareholder Percentage Shareholding immediately before completion of the Allotment Percentage Shareholding immediately after completion of the Allotment (approximately) (approximately) TCL Technoly 56.39% 44.02% Huizhou Kaichuang 10.00% 7.81% Xx. Xx Xxxxxxxx 4.21% 3.29% Xx. Xxx Xxxxxxx 2.10% 1.64% Ms. Xx Xxxxxx (spouse of Mr. Xxxx Xxxxxxxx) 2.10% 1.64% Xx. Xxxx 0% 13.35% Xx. Xx 0% 5.96% Xx. Xxxx 0% 2.63% Other shareholders 27.30% 21.31% On 6 June 2019, TCL Technoly and Huizhou Kaichuang have entered into the Acting-in- Concert Agreement, pursuant to which the parties confirm, among others, that they have been acting and will act in concert in respect of matters and affairs in relation to Guangdong Regency in their capacity as shareholders of Guangdong Regency, and that should there be any disagreement between TCL Technoly and Huizhou Kaichuang in exercising their respective rights as shareholders of Guangdong Regency, Huizhou Kaichuang shall follow the decision of TCL Technoly. As such, although the Company’s indirect interest in Guangdong Regency will...
INFORMATION OF THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong and is principally engaged in investment holding. As at the date of this announcement, each of the Target Subsidiaries is a direct wholly-owned subsidiary of the Vendor. Upon completion of the Reorganisation, the Target Company will directly hold the entire issued share capital of each of the Target Subsidiaries. The Target Subsidiaries are principally engaged in the businesses of the operation of four cinemas in Hong Kong and the sales of merchandise, membership subscription in cinemas, provision in advertising and film distribution agency service. Financial information
INFORMATION OF THE TARGET GROUP. The Target Group is principally engaged in brand management, and the distribution and retailing of fashion apparels and accessories in the PRC. The unaudited consolidated net liabilities of the Target Company as at 30 June 2019 was approximately HK$3,500,000. The consolidated net profit or loss of the Target Company for the two years ended 31 December 2017 and 2018 are set out as follows: For the year ended 31 December 2017 HK$ (audited) For the year ended 31 December 2018 HK$ (unaudited) Net profit/ (loss) before taxation and extraordinary items 8,507,000 (28,667,000) Net profit/ (loss) after taxation and extraordinary items 8,428,000 (28,404,000) INFORMATION OF THE VENDOR, THE GROUP AND THE PURCHASER The Vendor is principally engaged in investment holding. The Group is principally engaged in the business of operating department stores in the PRC. The Purchaser is principally engaged in retail and corporate sales. FINANCIAL EFFECT OF THE DISPOSAL It is expected that the Group will recognise a net gain attributable to the Disposal of approximately HK$4,500,000 (before tax), which is calculated by reference to (i) the difference between the consideration for the Disposal and the unaudited consolidated net liabilities including goodwill of the Target Company as at 30 June 2019; and (ii) the reclassification of cumulative translation exchange reserve of the Target Company as at 30 June 2019 to the consolidated income statement of the Group. Shareholders of the Company should note that the actual amount of the gain on the Disposal to be recognised in the consolidated financial statements of the Company depends on the consolidated net liabilities of the Target Company as at the Completion Date, and changes in the cumulative translation exchange reserve from 30 June 2019 up to the Completion Date, and therefore may be different from the amount mentioned above. Upon Completion, the Company ceased to hold any interest in the Target Company and the results of the Target Company are no longer consolidated into the consolidated financial statements of the Group.
INFORMATION OF THE TARGET GROUP. The Target is a company incorporated in Samoa with limited liability in 2014 whose principal business activity is investment holding. As at the date of this announcement, the Target intended to undertake the Reorganisation, in order to acquire the entire equity interest of the PRC Company. The PRC Company is a company incorporated in the PRC. The permitted business scope of the PRC Company is, among others, the technology development of the internet technology products, technology transfer, technology advisory, technology services, development and sales of computer software, computer network engineering, repair and maintenance of computer auxiliary equipment, installation and sale of electronic products and parts. One of the senior management team of the PRC Company has extensive experience in the online game industry and had been involved in the operation, management and marketing of a popular racing game “Kart Rider (跑跑卡丁車)”. Another two senior managements of the PRC Company previously worked under the group of Tencent Holdings Limited and were responsible for design and development of mobile-online games. The PRC Company represented to the Company that it has commenced the design and development of a new RPG mobile-online game namely 踢爆那西遊 (in English, for identification purpose, Kicking Journey to the West), which is targeted to be launched in the fourth quarter of 2014.
INFORMATION OF THE TARGET GROUP. The Target Group The Target Company is a limited liability company incorporated in the British Virgin Islands in September 2019, which is owned as to 80% by Ms. Xxxx Xxx（ 楊雪）and owed as to 20% by Xx. Xxxx Xxxxxx（ 趙國琳）. It is an investment holding company. The Target Company through its wholly-owned subsidiaries holds 100% equity interest in Jiangwei Shaanxi. Jiangwei Shaanxi is a limited liability company established in the PRC in August 2014, which principally engages in the business of projects construction contracting in the PRC. Set out below is a summary of certain unaudited combined financial information of the Target Group (excluding Golden Time(Note) ), prepared in accordance with HKFRSs, for the period from 11 September 2019 (the date of incorporation of the Target Company) up to 30 September 2019: For the period from 11 September 2019 up to 30 September 2019 (RMB) approximately Net profit before tax 2,456,000 Net profit after tax 2,394,000 The unaudited total assets value and net assets value of the Target Group (excluding Golden Time) as at 30 September 2019 were approximately RMB95,591,000 and RMB2,394,000 respectively. Note: Golden Time became a wholly-owned subsidiary of the Target Company in October 2019. Golden Time is an investment holding company and it has no material asset or liability and has not carried out any business operation since its incorporation in August 2019. Set out below is a summary of certain unaudited financial information of Jiangwei Shaanxi, prepared in accordance with HKFRSs, for the two years ended 31 December 2017 and 2018 and the nine months ended 30 September 2019: For the year ended 31 December 2017 For the year ended 31 December 2018 For the nine months ended 30 September 2019 (RMB) (RMB) (RMB) approximately approximately approximately Net (loss) profit before tax (36,000) 6,160,000 9,550,000 Net (loss) profit after tax (36,000) 4,610,000 7,160,000 The unaudited total assets value and net assets value of Jiangwei Shaanxi as at 30 September 2019 were approximately RMB90,400,000 and RMB18,500,000 respectively. INFORMATION OF THE GROUP The Group is principally engaged in (i) trading of electronic devices and other commodities, (ii) the finance leasing business, (iii) the money lending business, (iv) the brokerage business, (v) international air and sea freight forwarding and the provision of logistics services, (vi) trading of securities and (vii) property investment. The Purchaser is a limited liability company e...
INFORMATION OF THE TARGET GROUP. The Target Group comprises the Target Company and the Project Company. The Target Company is an investment holding company incorporated in Singapore with limited liability, which holds 99% equity interest in the Project Company. The Project Company is a project company incorporated in Indonesia principally engaged in the investment and development of the Project. The Target Company and the Project Company were both established in 2015. Based on the unaudited consolidated financial statements of the Target Group, the Target Group recorded (i) net profit (both before and after tax and extraordinary items) of approximately RMB13.1 million for the period from the date of incorporation of the Target Company up to 31 December 2015; (ii) net loss (both before and after tax and extraordinary items) of approximately RMB3.4 million for the year ended 31 December 2016; and (iii) a net asset value of approximately RMB770.6 million as at 31 December 2016.
INFORMATION OF THE TARGET GROUP. The Target Group consists of the Target Company and its subsidiaries, namely Shaanxi Hi-tech and Daxingtang. Each of the Target Company, Shaanxi Hi-tech and Daxingtang are companies established in the PRC with limited liability. The Target Company is principally engaged in manufacturing and sales of Chinese medicine products. The Target Company has the land use rights pertaining to three pieces of lands in the PRC, (i) two of which are situated at Xx. 00 Xxxxxxxxx Xxxx Xxxx, Xxxxxx Xxxxxxxx* (金台區中山西路00號), Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, the PRC, both being held by the Group in return of rental income; and (ii) one of which is situated at 14km away from Baoping Road, Chencang District* (陳倉區寶平路十四公里處), Baoji City, Shaanxi Province, the PRC, where a production base has been built for manufacturing Chinese medicine products. Shaanxi Hi-tech is principally engaged in manufacturing and sales of Chinese medicine products. Shaanxi Hi-tech has the land use right pertaining to one piece of land in the PRC situated at Xx. 000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx* (陳倉區高新大道000號), Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, the PRC, where a new production base is under construction for manufacturing Chinese medicine products. Daxingtang is principally engaged in research and development of Chinese medicine products. Daxingtang is inactive as at the date of this announcement. Set out below are certain consolidated financial information of the Target Group prepared under accounting principles generally accepted in the PRC: For the year ended 31 December For the year ended 31 December 2021 (audited) Approximately (RMB’000) 2022 (unaudited) Approximately (RMB’000) Revenue 67,473 62,320 Net profit before taxation 2,161 2,044 Net profit after taxation 2,161 2,044 Based on the unaudited consolidated financial information of the Target Group, the total assets value and net assets value of the Target Group were approximately RMB211,319,720 and RMB39,465,103 respectively as at 31 December 2022. FINANCIAL EFFECTS OF THE TRANSACTION Upon Completion, the Group will cease to have any interest in the Target Company, and the financial results of the Target Group thereafter will no longer be consolidated in the financial statements of the Group. After taking into account of the Consideration (i.e. RMB168,160,080), the adjusted carrying value of the net assets of the Target Group attributable to the Group as at 28 February 2023 (being the latest practicable date for ascertaining the value of the net assets p...
INFORMATION OF THE TARGET GROUP. The Target Group is principally engaged in the distribution and retailing of fashion apparels and accessories in the PRC. The unaudited consolidated net asset value of the Target Group as at 30 June 2014 was approximately HK$58,343,000. The audited consolidated loss before and after taxation and extraordinary items of the Target Group for the year ended 31 December 2012 were approximately HK$206,000 and approximately HK$533,000 respectively. The audited consolidated loss before and after taxation and extraordinary items of the Target Group for the year ended 31 December 2013 were approximately HK$33,673,000 and approximately HK$33,709,000 respectively. INFORMATION OF THE VENDOR, THE PURCHASER AND THE GROUP The Vendor is principally engaged in investment holding. The Purchaser is principally engaged in investment holding. The Group is principally engaged in the business of operating department stores in the PRC.
INFORMATION OF THE TARGET GROUP. The Target is a company incorporated in the British Virgin Islands with limited liability in 2015 whose principal business activity is investment holding. The Hong Kong Company is a company incorporated in Hong Kong with limited liability in 2005 and has not carried out any business activities since the date of its incorporation. As at the date of this announcement, the Target intended to undertake the Reorganisation, so as to acquire the entire equity interest of the PRC Company through the Hong Kong Company. The PRC Company is a company incorporated in the PRC. The PRC Company is principally engaged in integrated marketing, public relations and branding promotion activities in shopping malls in the PRC. The unaudited total assets and the net liabilities value of the Hong Kong Company as at 31 December 2014 are zero and approximately HK$65,000 respectively. It did not record any revenue for the two financial years immediately preceding the date of the Subscription Agreement and it recorded an audited loss (before and after taxation) of approximately HK$6,000 and HK$6,000 for the two years ended 31 December 2014. The audited total assets value and the net assets value of the PRC Company as at 31 December 2014 are approximately RMB6,750,000 and approximately RMB4,356,000 respectively. The audited financial information of the PRC Company for the two years ended 31 December 2014 are as follows: Year ended 31 December 0000 XXX approximately Year ended 31 December 0000 XXX approximately Net profit before taxation 300 4,474,000 Net profit after taxation 300 3,355,000 REASONS FOR AND BENEFITS OF THE SUBSCRIPTION The Group is principally engaged in (i) mobile-online game business and provision of games related integral marketing services; (ii) provision of IT services; (iii) money lending business; (iv) provision of medical diagnostic and health check services; and (v) securities investment business. The Directors consider that it is in the interests of the Company to invest in the Target Group, taking into account the potential of the PRC Company to develop mobile internet-based O2O interactive live exhibitions in shopping malls in the PRC, leveraged on the well-known intellectual property rights and cultural brands being obtained by the PRC Company. The Board considers that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
