Assets to be disposed. The Seller I is the legal and registered owner of the Vessel I. Pursuant to the MOA I, the Seller I has agreed to dispose of and the Buyer I has agreed to acquire the Vessel I.
Assets to be disposed. The BSI Sale Interest, the BIC Shareholder Loan and the CAI Shareholder Loan.
Assets to be disposed. Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the First Sale Shares, which represent the entire issued share capital of the First Target Company. The First Target Company is a special purpose vehicle held by the Vendor for holding approximately 9.54% of the issued share capital of the Second Target Company (assuming that none of the Convertible Note is converted into Conversion Shares). For the avoidance of doubt, in the event the holder of the Convertible Note has exercised the conversion rights attaching to the Convertible Note in full, the First Target Company shall hold approximately 9.34% of the issued share capital of the Second Target Company as enlarged by the Conversion Shares. The Vendor has also conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Second Sale Shares, which represent approximately 43.15% of the issued share capital of the Second Target Company (assuming that none of the Convertible Note is converted into Conversion Shares). If the holder of the Convertible Note has exercised the conversion rights attaching to the Convertible Note in full, the Second Sale Shares shall represent approximately 42.26% of the issued share capital of the Second Target Company as enlarged by the Conversion Shares. In aggregate, approximately 52.69% of the issued share capital of the Second Target Company will be directly and indirectly sold by the Vendor to the Purchaser pursuant to the Sale and Purchase Agreement (assuming that none of the Convertible Note is converted into Conversion Shares). If the holder of the Convertible Note has exercised the conversion rights attaching to the Convertible Note in full, approximately 51.6% in aggregate of the issued share capital of the Second Target Company will be directly and indirectly sold by the Vendor to the Purchaser pursuant to the Sale and Purchase Agreement.
Assets to be disposed. Pursuant to the Agreement, the Company has agreed to dispose and the Purchaser has agreed to acquire the Sale Shares, which represents the entire issued share capital of the Target Company.
Assets to be disposed. Pursuant to the PS Sale and Purchase Agreement, the Seller has agreed to dispose and the Purchasers have agreed to acquire the PS Sale Shares, which represent the entire issued share capital of Pearl Star, and the PS Sale Loan, which represents the shareholder’s loans due by Pearl Star to the Seller.
Assets to be disposed. Pursuant to the KH Sale and Purchase Agreement, the Seller has agreed to dispose and the Purchasers have agreed to acquire the KH Sale Shares, which represent the entire issued share capital of Xxx Xx, and the KH Sale Loan, which represents the shareholder’s loans due by Xxx Xx to the Seller. CONSIDERATION The aggregate consideration for the KH Disposal will be HK$227,700,000, of which shall be satisfied by the Purchasers in cash in the following manners:
Assets to be disposed. Pursuant to the Agreement, subject to the Seller obtaining the necessary approval(s) from the Shareholders to approve the Agreement and the transactions contemplated thereunder in accordance with the Listing Rules, the Seller shall sell and the Buyer shall buy the Property for the Purchase Price on the terms of the Agreement. The Property is the subject of a property redevelopment project located in Central London, the United Kingdom with a gross area of approximately 8,300 square feet and a total gross internal area of approximately 33,000 square feet. The Property is sold subject to and with the benefit of the rights of occupation created by the Leases but otherwise with vacant possession on Completion. Based on the aggregate book value of the Property (being approximately HK$338,372,000 as at 31 December 2013 in accordance with the unaudited management accounts of the Group) and the estimated net proceeds from the Disposal of approximately HK$500,600,000, it is expected that the Company will realise a gain from the Disposal of approximately HK$162,000,000 in total being the difference between the estimated net proceeds from the Disposal and the book value of the Property as at 31 December 2013. To the best of the Directors’ knowledge, information and belief, the Purchase Price was determined after arms’ length negotiations with reference to among others, the book value of the Property as at 31 December 2013 and the offer price of the market in recent months. The Directors consider that the terms and conditions of the Disposal are fair and reasonable and are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.
Assets to be disposed. Pursuant to the Disposal Master Agreement, the Company has conditionally agreed to sell or procure the sale of, and SREI has conditionally agreed to purchase or procure the purchase of, the Disposal Assets and arrange for the repayment of the Loans in phases within 24 months from the CDBIH Subscription Completion Date for a total consideration of RMB2,069,832,594 (equivalent to approximately HK$2,622,477,897) (subject to adjustment as stated under “Adjustment to the Disposal Consideration” in this announcement), of which RMB1,003,106,105 (equivalent to approximately HK$1,270,935,435) is the consideration for the Disposal Assets and RMB1,066,726,489 (equivalent to approximately HK$1,351,542,462) is the amount of Loans repayable, such consideration to be payable in cash in 5 stages within 24 months from the CDBIH Subscription Completion Date by SREI and/or its subsidiaries to the Company. As at 31 December 2012, the unaudited consolidated net asset value attributable to the Disposal Assets was RMB2,149,095,000; the unaudited consolidated net loss before and after taxation and extraordinary items attributable to the Disposal Assets for the year ended 31 December 2012 were RMB46,945,000 and RMB44,233,000 respectively; and the unaudited consolidated net loss before and after taxation and extraordinary items attributable to the Disposal Assets for the year ended 31 December 2011 were RMB268,726,000 and RMB211,012,000 respectively. The Disposal Assets consist of assets of the Group that are not expected to remain as a core part of the Group’s new business strategy focus post the CDBIH Subscription. Whilst the physical assets in Shanghai, Wuxi and Shenyang are located within the Group’s new towns, they are ancillary facilities (such as hotels, hospitals and convention centres) or commercial and residential developments. The operation of these assets requires management expertise, experience, and resources different from primary land development. As such, whilst these assets may be complementary to the Group’s principal business, the Group intends to re-focus its resources and management attention on primary land development. For further details, please refer to the section headed “CDBIH’s intentions in relation to the Group” in this announcement. Also, these assets generate relatively low operating cash flow given their large book value. The Directors consider that the Disposal offers an attractive opportunity for the Company to realize cash value from the Disposa...
Assets to be disposed. The assets to be disposed include (i) the Sale Shares, representing 100% of the issued share capital of the Disposal Companies held by the Company; and (ii) the Sale Loans in the aggregate amount of approximately HK$1.605 billion. The Company shall assign the Sale Loans to the Purchaser (or its nominee) upon Completion. The Sale Loans were advanced by the Group to the Disposal Companies for the investment and administrative expenses relating to the infrastructure project. The summary of the financial information of Winner Xxxxx is as follows: 30 June 31 December 31 December 2010 HK$’000 2009 HK$’000 2008 HK$’000 Consolidated net assets/(liabilities) (223,626) (255,590) 58,577 Consolidated shareholders’ loans 958,700 958,700 958,695 Turnover 54,811 187,722 102,942 Consolidated net profit/(loss) before taxation 44,187 (358,820) (359,768) Consolidated net profit/(loss) after taxation 34,187 (310,052) (357,129) The summary of the financial information of Firm Top is as follows: 30 June 31 December 31 December 2010 HK$’000 2009 HK$’000 2008 HK$’000 Consolidated net assets 171,661 142,175 428,446 Consolidated shareholders’ loans 646,361 646,361 646,357 Turnover 114,202 247,218 102,560 Consolidated net profit/(loss) before taxation 14,172 (318,297) (541,168) Consolidated net profit/(loss) after taxation 29,457 (285,371) (461,167) The summary of the financial information of the Disposal Group is as follows: 30 June 31 December 31 December 2010 HK$’000 2009 HK$’000 2008 HK$’000 Combined account net liabilities 426,658 473,950 11,608 Combined account shareholders’ loans 1,605,061 1,605,061 1,605,052 Turnover 169,013 434,940 205,502 Combined account net profit/(loss) before taxation and extraordinary items 44,215 (540,146) (667,534) Combined account net profit/(loss) after taxation and extraordinary items 49,500 (458,452) (584,894) Consideration The total consideration for the Sale Shares and the Sale Loans under the Disposal is HK$1.2 billion which will be satisfied in cash in the following manner:
Assets to be disposed. Pursuant to the Sale and Purchase Agreement, Sage Choice has agreed to sell and Sharp Aim has agreed to acquire the Sale Shares free from all encumbrances and upon the terms and conditions set out in the Sale and Purchase Agreement. The Sale Shares involve 6 ordinary shares of US$1.00 each of the Target Company, representing 6% of the existing issued share capital of the Target Company. As at the date of this announcement, the principal assets of the Target Company is the equity interest in its subsidiaries, which engaged in the provision of hardware and software development related to automobile in Hong Kong, PRC, Macau and Taiwan. Upon completion of the Disposal, the Target Company will cease to be the Company’s available-for-sale investment and the Company will no longer have any interest in the Target Company. Consideration The Consideration for the Disposal of the Sale Shares of the Target Company shall be HK$5,600,000, which shall be paid by Sharp Aim to the Company in full by cheque or cashier order at Completion. The Consideration was determined after arm’s length negotiation between Sage Choice and Sharp Aim after having taken into account, amongst other things, the cost of acquisition of the Sale Shares.
