THE TARGET COMPANY. The Shareholders and the Target Company hereby individually undertake within the term of this Agreement as follows:
THE TARGET COMPANY. The Target Company is a company established in the PRC and a wholly-owned subsidiary of Haichang Group Co. It is principally engaged in the development and holding of cultural and tourism projects in Yantai, the PRC. The Target Company has obtained the Project Land and signed the State-owned Land Use Rights Grant Contract with the Land and Resources Bureau of Yantai City (煙台市國土資源局) in respect of the Project Land on 15 December 2010 with a grant term of 40 years, but has not obtained the State-owned Land Use Right Certificate for the Project Land. The consideration for the acquisition of the land use right should be RMB130,000,000, of which the deposit and guarantee money of RMB70,000,000 in aggregate has been paid by Haichang Group Co on behalf of the Target Company. The net loss of the Target Company for the two years ended 31 December 2018 were RMB2,361,700 and RMB2,002,500, respectively. The net liabilities of the Target Company as at 31 December 2018 was RMB3,358,600. INFORMATION ON THE GROUP AND THE CONNECTED COUNTERPARTIES The Group is principally engaged in the development and operation of theme parks and ancillary commercial properties in the PRC. Yantai Fishermen’s Wharf is an indirect wholly-owned subsidiary of the Company, which is principally engaged in the development and operation of theme parks and ancillary commercial properties in the PRC. Haichang Group Co is a company established in the PRC and is interested as to 60% by Xx. Xx. Haichang Group Co is principally engaged in oil trading, shipping, real estate development, and wine business.
THE TARGET COMPANY. According to the information available to the Company, the Target Company is a company incorporated in Zhengzhou, Henan Province, the PRC. Its principal business is investment in non-ferrous metals and development of exploration technology in non-ferrous metal resources. It is the beneficial owner of one exploration permit covering an area of not less than 23 km2 with gold reserve and resources of not less than 2.5 tonnes in Henan Province, the PRC.
THE TARGET COMPANY. The Target Company has been established in the PRC by Xxxxxx Tianjin to engage in properties holding. The Target Company has not commenced operations and has not generated any revenue nor recorded any profit or loss since its establishment. Upon Completion, the sole assets of the Target Company will be the Properties. The Properties, being part of the Development and CBD phase 1 of Xxxxxx Metropolitan, which is a mega property development project of the Group in Tianjin, the PRC, are located in the CBD of Xxxxxx Metropolitan. The Development is indirectly held by the Company through its wholly-owned subsidiary Xxxxxx Tianjin. The Development which comprises primarily of Xxxxxx Finance 117, six grade A office buildings, twin tower – north tower, a mega high- end shopping mall and car parking spaces and other ancillary facilities, which are all under construction, has an aboveground GFA of approximately 746,967 sq.m. with a basement area of approximately 583,292 sq.m., or a total estimated saleable GFA of approximately 800,743 sq.m. including the underground estimated saleable GFA of approximately 57,892 sq.m.. Details of the Development are set out as follows: Assets under the Development Usage Aboveground GFA Estimated saleable GFA (sq.m.) (sq.m.) Properties held for investment Xxxxxx Finance 117 Commercial 369,380 369,380 Grade A office building – Headquarter building E Mega high-end shopping mall Commercial Commercial 72,172 54,485 72,172 112,377 Other facilities includes car parking spaces with ancillary Twin Tower – North Tower Commercial Commercial 4,116 76,900 – 76,900 Grade A office buildings – 5 headquarter buildings Commercial 169,914 169,914 Total 746,967 800,743 The Properties have an aboveground GFA of approximately 497,156 sq.m. with a basement area of approximately 349,787 sq.m., or a total estimated saleable GFA of approximately 553,929 sq.m. including the underground estimated saleable GFA of approximately 57,892 sq.m. and comprise primarily Xxxxxx Finance 117, a grade A office building, a mega high-end shopping mall and partial car parking spaces and other ancillary facilities. Assets under the Properties Usage Aboveground GFA Estimated saleable GFA (sq.m.) (sq.m.) Properties held for investment Xxxxxx Finance 117 Commercial 369,380 369,380 Grade A office building Commercial 72,172 72,172 – Headquarter building E Mega high-end shopping mall Commercial 54,485 112,377 Other facilities includes car parking Commercial 1,119 – spaces with ancil...
THE TARGET COMPANY. The Target Company is a real estate development company incorporated in the PRC on 28 April 1993. The Target Company is principally engaged in property investment for rental purpose in the PRC. The Target Company holds the Shanghai Hong Kong Plaza Properties having a total gross floor area of approximately 969,000 square feet (excluding 350 car-parking spaces) comprising two retail podia having a gross floor area of approximately 468,000 square feet, certain office units having a gross floor area of approximately 361,000 square feet and certain serviced apartment units having a gross floor area of approximately 140,000 square feet. Pursuant to the Transfer, the Target Company has become directly and wholly beneficially owned by Sunlite which is an indirect wholly-owned subsidiary of Xxx Xxxx. Since Xxx Xxxx is a non-wholly-owned subsidiary of eSun, Sunlite remains as an indirect non-wholly-owned subsidiary of eSun, and continues to be accounted for as a subsidiary of each of Xxx Xxxx and eSun.
THE TARGET COMPANY. The Target Company is a Chilean listed company specialised in the salmon industry. It produced approximately 64,000 tonnes of salmon in 2017, representing 9% of total production in Chile. It owns high-quality licenses, outperforms industry peers in terms of some of the key operational indicators, and is one of the best-run salmon companies in Chile. Under the international accounting standards, for the year 2017, it recorded audited revenue of US$399 million (equivalent to approximately RMB2,768,621,100) and net profit of US$73.40 million (equivalent to approximately RMB509,315,260).
THE TARGET COMPANY. Subject matter Pursuant to the Supplemental Agreement, the Parties agreed to amend and supplement certain terms of the Equity Transfer Agreement. The material amendments and supplements to the Equity Transfer Agreement are set out below:
THE TARGET COMPANY. The Target Company is a limited liability company established in the PRC in 2002 and is owned as to 65.3846% by the First Vendor and as to 34.6154% by the Second Vendor. The principal business of the Target Company is as a hotel owner in the PRC. The principal asset of the Target Company is the Hotel Property. The Hotel Property is the hotel located at Xx. 000 Xxxxxxx Xxxx, xxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx known as the “Hyatt on the Bund, Shanghai Hotel”. The Hotel Property is a hotel and has a gross floor area of approximately 109,905 sq.m. The Hotel Property is strategically located at the northern end of the Bund and is a short walk from Waibaidu Bridge and offers spectacular views of the Bund, Huangpu River and the Luijiazui financial district. The Hotel Property offers 631 rooms, including 48 suites, a spa and wellness center, a range of versatile meeting rooms with two ballrooms, four restaurants, 12 ground level and 175 underground parking spaces. The Hotel Property is currently operated under the brand of “Grand Hyatt”. Set out below is the consolidated financial information of the Target Company for the two years ended 31 December 2021 prepared in accordance with generally accepted accounting principles in the PRC: For the year ended 31 December 2020 RMB’000(Audited) 2021 RMB’000(Unaudited) Net loss before taxation (53,145) (63,829) Net loss after taxation (55,972) (63,829) The unaudited net asset value of the Target Company as at 31 December 2021 was approximately RMB391,600,000. Subject to final audit, it is expected that the Group will realise a gain on disposal of approximately RMB3,010 million, which is calculated by reference to the carrying value of the Target Company as at 31 December 2021. The proceeds from the Disposal are currently intended to be used as to approximately 80% for reducing the indebtedness of the Group, and as to approximately 20% for general corporate purposes. Upon completion of the Disposal, the Group will no longer have any interest in the Target Company. REASONS FOR THE DISPOSAL As disclosed in the announcement of the Company dated 11 January 2022, the Company may consider disposing certain of its properties to reduce its indebtedness. As the Company’s core business is property development and the Hotel Property is an investment property, the Company is of the view that it will be beneficial to the Company to carry out the Disposal and realise the value of the Hotel Property. As the Disposal is being carried out ...
THE TARGET COMPANY. The Target Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial printing services in Hong Kong. The Target Company is an indirect wholly-owned subsidiary of the Company and an immediate wholly-owned subsidiary of the Vendor. The unaudited consolidated financial information of the Target Company Group for the two years ended 31 December 2017 and the six months ended 30 June 2018 are set out below: For the six months ended 30 June For the year ended 31 December For the year ended 31 December 2018 2017 2016 HK$ HK$ HK$ Revenue 61,426,323 111,348,579 155,795,813 Profit/(Loss) before taxation (9,757,570) (18,216,852) 16,384,722 Profit/(Loss) after taxation (9,757,570) (18,061,786) 13,810,302 As at 30 June 2018, the unaudited consolidated net asset value of the Target Company Group was approximately HK$20.05 million.
THE TARGET COMPANY. The Transferors hereby jointly and severally represent and warrant to the Transferee that:
