INFORMATION ON THE TARGET COMPANY. The Target Company is principally engaged in property management business. According to the financial statements of the Target Company which are prepared on a basis consistent with IFRS accounting standards, the unaudited net asset value of the Target Company for the two years ended 31 December 2018, 31 December 2019 and the eleven months ended 30 November 2020 was approximately RMB591,000, RMB3,750,000 and RMB9,925,000 respectively. Set out below are the financial information of the Target Company for the two years ended 31 December 2018, 31 December 2019 and the eleven months ended 30 November 2020 respectively: For the year ended 31 December For the eleven months ended 30 November 2018 2019 2020 unaudited unaudited unaudited RMB’000 RMB’000 RMB’000 Net profit/ (loss) before tax 1,557 3,296 7,265 Net profit/ (loss) after tax 1,557 3,159 6,175 INFORMATION ON THE PARTIES The Group The Group is principally engaged in the business of provision of property management services, community value-added services and value-added services to non-property owners in the PRC. The Target Company The Target Company is a company incorporated in the PRC with limited liability. As at the date of this announcement, a total of 10 property management projects are managed by the Target Company with approximately 3.3 million sq.m. of total contracted GFA. The Target Company mainly operates in Sichuan province of the PRC. The Sellers The Sellers are principally engaged in property management services business, who are also the ultimate beneficial owners of the Target Company.
INFORMATION ON THE TARGET COMPANY. The following is the financial information of the Target Company as extracted from its unaudited consolidated financial statements for the two years ended 31 March 2011 and 2012 and the unaudited financial statements for the 9 months period ended 31 December 2012: For the 9 months period ended 31 December For the year ended 31 March For the year ended 31 March 2012 2012 2011 Unaudited (HK$’000) Unaudited (HK$’000) Unaudited (HK$’000) Net loss before tax (20,585) (18,017) (14,654) Net loss after tax (20,585) (18,017) (14,654) Net liabilities (221,628) (205,473) (197,930) The Target Company holds 94% of the registered capital of Star-Lake Club which owns the Land Use Rights and the Hotel.
INFORMATION ON THE TARGET COMPANY. The Target Company is a company incorporated under the laws of the PRC with limited liability and is principally engaged in construction surveying and design, real estate operation and development consultancy, development of computer software technology, technology consultancy and urban planning. Shareholding structure of the Target Company The shareholding structure of the Target Company as at the date of this announcement 31% 0.33% 0.33% The Target Company Beijing Fengtai District Construction Municipal Design House* (北京市豐台區建築市政設計所) Beijing Yanwei Construction Design House* (北京市燕威建築設計院) Xxxxx Xxx （張越） Xxxxx Xxxx （張建）
INFORMATION ON THE TARGET COMPANY. The Target Company is principally engaged in property management business. According to the financial statements of the Target Company which are prepared on a basis consistent with CASSBE accounting standards, the unaudited net asset value of the Target Company for the two years ended 31 December 2019 and 31 December 2020 was approximately RMB4,612,546 and RMB8,132,099, respectively. Set out below are the financial information of the Target Company for the two years ended 31 December 2019 and 31 December 2020, respectively: For the year ended 31 December 2019 2020 unaudited unaudited RMB’000 RMB’000 Net profit/(loss) before tax 4,054 4,335 Net profit/(loss) after tax 3,363 3,520 INFORMATION ON THE PARTIES The Group The Group is principally engaged in the business of provision of property management services, community value-added services and value-added services to non-property owners in the PRC. The Target Company The Target Company is a company incorporated in the PRC with limited liability. As at the date of this announcement, a total of 8 property management projects are managed by the Target Company with approximately 1.83 million sq.m. of total contracted GFA. The Target Company mainly operates in Liaoning province of the PRC. The Seller The Seller is principally engaged in investment holding. LISTING RULES IMPLICATIONS As one of or more of the applicable percentage ratios (set out in Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 5% but all of them are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and is subject to the notification and announcement requirements but is exempt from Shareholders’ approval requirement under the Listing Rules. None of the Directors has a material interest in the Agreement and the transactions contemplated thereunder. Accordingly, the Directors are not required to abstain from voting on the relevant Board resolutions for approving the Acquisition.
INFORMATION ON THE TARGET COMPANY. 3.1 As at the date of this Announcement, AF is the sole legal and beneficial owner of the Target Company, which is an investment holding company.
INFORMATION ON THE TARGET COMPANY. The Target Company is a company established in the PRC with limited liability and is an indirect non-wholly owned subsidiary of the Company as at the date of this announcement. The Target Company was incorporated on 29 August 2017 as the Group’s business platform on wind power businesses. It is principally engaged in the investment, development and operation of clean energy power-related projects, including wind power generation. Set out below is the shareholding structure of the Target Company as at the date of this announcement and immediately upon completion of the Target Equity Transfers: Shareholders As at the date of thisannouncement Immediately upon completion of the Target EquityTransfers % % approximately approximately the Purchaser 75.55 95.76 Great First 8.33 – Xxxxxx Xxxxxxx 4.17 – Super Bright 7.71 – Xxxxx Xxxxxx Xx (Note) 4.24 4.24 Total 100.00 100.00 Note: Tibet Chuang He is a general partnership established in the PRC and is principally engaged in the investment in the clean energy and wind power-related businesses and the provision of business management services. It is owned as to 99% interest by 范海江 (Xxx Xxxxxxxx*) and 1% interest by 李海鷹 (Xx Xxxxxxx*). To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Tibet Chuang He and its ultimate beneficial owners are Independent Third Parties. The table below sets forth certain unaudited financial information of the Target Company for the two years ended 31 December 2019 and 2020 (prepared under the Hong Kong Financial Reporting Standards):– For the year ended 31 December 2019 For the year ended 31 December 2020 (RMB’000) approximately (RMB’000) approximately Net profit before taxation 46,512 16,501 Net profit after taxation 45,574 17,467 The unaudited net asset value and total asset value of the Target Company as at 31 December 2020 (prepared under the Hong Kong Financial Reporting Standards) amounted to approximately RMB328.95 million and RMB4,958.15 million, respectively.
INFORMATION ON THE TARGET COMPANY. The Target Company is a company incorporated in the Cayman Islands with limited liability in April 2019. The Target Company is a travel technology and service company in the PRC. The principal businesses of the Target Company include: (i) travel services, primarily online car-hailing and Robotaxi; (ii) technical services, primarily artificial intelligence data and model solutions and high- definition maps; and (iii) fleet management and services to provide full support to drivers and capacity franchisees. According to the Valuation Report, the book value of the Target Company as at the Benchmark Date was approximately RMB2,042.1734 million, and accordingly, the book value of the Sale Shares was approximately RMB102.1087 million. Set out below is the financial information of the Target Company for the two financial years ended 31 December 2022, as extracted from the consolidated financial information of the Target Company prepared in accordance with the generally accepted accounting principles in the PRC: For the year ended 31 December 2022 2021 (audited) (audited) RMB’000 RMB’000 Net loss before taxation 626,783 684,627 Net loss after taxation 626,783 684,627 IMPACT OF THE DISPOSAL ON THE SHAREHOLDING STRUCTURE OF THE TARGET COMPANY The following table sets out the shareholding structure of the Target Company before and after Completion: As at the date of this announcement and immediately prior to Completion Immediately after Completion Percentage of shareholding (on a fully-diluted and as- converted basis, and assuming that all series B subscription warrants of the Target Company have been fully Percentage of shareholding (on a fully-diluted and as- converted basis, and assuming that all series B subscription warrants of the Target Company have been fully Shareholders Number of shares exercised) Number of shares exercised) China Lounge Investments 35,000,000 19.89% 26,202,774 14.89% GAIG 26,943,565 15.31% 35,740,791 20.31% Tencent Mobility Limited 32,396,668 18.41% 32,396,668 18.41% Others 81,604,271 46.39% 81,604,271 46.39% Total: 175,944,504 100% 175,944,504 100% Upon Completion, GAIG’s direct equity interest in the Target Company will increase from approximately 15.31% to approximately 20.31%, and the Company’s indirect equity interest in the Target Company will decrease from approximately 19.89% to approximately 14.89% accordingly (assuming that all series B subscription warrants of the Target Company have been fully exercised).
INFORMATION ON THE TARGET COMPANY. The Target Company is a company limited by shares incorporated in the Republic of China ("ROC") on 26 January 2018. Its registration number is 55844216. It is mainly engaged in the provision of art outsourcing services. As at the date of this announcement, the entire issued and paid-up share capital of the Target Company is NTD35,000,000, comprising 3,500,000 ordinary shares (the "Sale Shares") each with a par value of NTD10. The Target Company is a 100% directly owned subsidiary of the Vendor, which is listed on the Taipei Exchange.
INFORMATION ON THE TARGET COMPANY. The Target Company is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding. The Target Company is the legal and beneficial owner of the entire equity interests of the Hong Kong Subsidiary, which in turn holds the entire equity interests of the PRC Subsidiary. The PRC Subsidiary is the legal and beneficial owner of the Property. Upon Completion, the Target Company will cease to be a subsidiary of the Company and the financial results of the Target Group will no longer be consolidated into the financial statements of the Group. The PRC Subsidiary is currently holding the Property located in Shenzhen, the PRC. The Property comprises property complex in Shenzhen, the PRC with land area of approximately 14,971.1 square meters and construction gross floor area of approximately 36,875.72 square meters. The Property consists of two factories with total gross floor area of approximately 15,251.76 square meters, two staff houses with total gross floor area of 5,588.86 square meters, one commercial buildings with gross floor area of 12,248.64 square meters and a commercial and residential complex with gross floor area of approximately 3,786.46 square meters. The Property is the only significant assets of the Target Group. The audited consolidated financial information of the Target Group for the year ended 31 December 2020 and unaudited consolidated financial information of the Target Group for the year ended 31 December 2021 and prepared in accordance with the accounting principles generally accepted in Hong Kong are as follows: For the year ended 31 December 2020 For the year ended 31 December 2021 HK$’000 HK$’000 (audited) (unaudited) Turnover 12,921 12,834 Net loss before taxation (155,906) (20,307) Net loss after taxation (112,366) (15,488) Net asset value 849,384 833,896 The net asset value of the Target Group was approximately HK$535 million as at 31 December 2018. The fair value of the consideration for the acquisition as disclosed in the circular of the Company dated 21 June 2019 was approximately HK$788 million. The increases in the net asset value of the Target Group from the two years were primarily due to the goodwill arising in the acquisition and also the changes in the fair value of investment property. REASONS FOR THE DISPOSAL The Group is principally engaged in the property development and investment business, hotel business, property management business and infrastructure busin...
INFORMATION ON THE TARGET COMPANY. To the best knowledge, information and belief of the directors of the Company (“Directors”) having made all reasonable enquiries, the Selling Parties are third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules) and the Target Company and its subsidiaries are principally engaged in, amongst others, the wholesale and retail of Chinese medicine products. No formal and legally binding sale and purchase agreement has been entered into in respect of the Possible Acquisition as at the date of this announcement. Save and except for the provisions relating to exclusivity, confidentiality and expenses, other provisions of the Framework Agreement do not have any legally binding effect.
