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 corporation incorporated in the United States and is wholly owned by the Vendor. The Target Group is principally engaged in dental laboratory services which provides customized dental prosthetic restorations in North America. It provides dental prosthetic restorations of a wide range of product types and materials. Set out below is the consolidated financial information of the Target Company for the financial years ended December 31, 2014 and 2015, according to the unaudited management accounts of the Target Company prepared in accordance with US GAAP, respectively: For the year ended December 31, 2014 (US$) For the year ended December 31, 2015 (US$) Turnover 64,003,940 67,415,777 Net loss (before taxation) 11,156,243 9,244,129 Net loss (after taxation) 10,271,756 9,333,908 Net asset value 75,834,676 63,776,325 The above financial information of the Target Company was made with the inclusion of the Excluded Assets and the Excluded Liabilities. Pursuant to the Stock Purchase Agreement, the Vendor undertakes that, immediate prior to the Closing Date, the Excluded Assets and the Excluded Liabilities will be transferred to the Excluded Co. from the Target Group. The Company values the Target Group based on the laboratory operating income of the Target Group, which excludes the expense of the Target Group’s corporate headquarters (which generally overlaps with that of the Group’s existing operations), interest expense (which will be sharply reduced following the Closing) and one-time Acquisition-related professional fees. Pursuant to the unaudited management accounts of the Target Company, the laboratory operating income of the Target Group for the years ended December 31, 2014 and December 31, 2015, was US$5,591,000 (equivalent to approximately HK$43,609,800) and US$5,884,000 (equivalent to approximately HK$45,895,200), respectively. The Company also considers the opportunities to improve the operating results of the Target Group through its global resources and experienced management team and expects to realize significant post-Closing synergies. The financial information of the Target Company based on IFRS will be included in the circular in relation to the Acquisition to be despatched to the Shareholders in accordance with the Listing Rules.
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$6,000 for the two years ended 31 December 2014. The audited total assets value and the net assets value of the PRC Company as at 31 December 2014 are approximately RMB6,750,000 and approximately RMB4,356,000 respectively. The audited financial information of the PRC Company for the two years ended 31 December 2014 are as follows: Year ended 31 December 0000 XXX approximately Year ended 31 December 0000 XXX approximately Net profit before taxation 300 4,474,000 Net profit after taxation 300 3,355,000 REASONS FOR AND BENEFITS OF THE SUBSCRIPTION The Group is principally engaged in (i) mobile-online game business and provision of games related integral marketing services; (ii) provision of IT services; (iii) money lending business; (iv) provision of medical diagnostic and health check services; and (v) securities investment business. The Directors consider that it is in the interests of the Company to invest in the Target Group, taking into account the potential of the PRC Company to develop mobile internet-based O2O interactive live exhibitions in shopping malls in the PRC, leveraged on the well-known intellectual property rights and cultural brands being obtained by the PRC Company. The Board considers that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
INFORMATION OF THE TARGET GROUP. The Target Company, a company incorporated in the British Virgin Islands with limited liability, is an investment holding company. The main assets of the Target Group are the Properties. The Target Group is principally engaged in the operation of the Shanghai Ramada Plaza and the Hotels. Set out below is a summary of the unaudited consolidated net profit of the Target Company for each of the two years ended 30 June 2016 and 2017 prepared in accordance with HKFRS: For the year ended 30 June 2017 2016 HK$ million HK$ million Net (loss)/profit after taxation and extraordinary items (13.7) 80.3 According to the unaudited consolidated financial statements of the Target Company for the year ended 30 June 2017 prepared in accordance with HKFRS, the unaudited consolidated negative net asset value of the Target Group as at 30 June 2017 was HK$1.8 million. After taking into account the Consideration, the net asset value of the Target Company as at the date of the Sale and Purchase Agreement and the related transaction costs, it is estimated that an unaudited gain of approximately HK$328.2 million will be recorded in respect of the Disposal. INFORMATION OF THE PURCHASER The Purchaser is an investment holding company. It is a company wholly owned by Mr. Xxx.
INFORMATION OF THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holdings. The Target Company is a wholly owned subsidiary of the Company. The PRC Company is a company established in Guangzhou, the PRC in November 2014 and is wholly owned by the Target Company. The PRC Company is principally engaged in trading business through the one-stop online shopping platform by using the customers’ internet connected mobile devices such as smartphones and tablet PCs. This mobile shopping platform can be accessed through the WeChat Public Platform*（ 微信公眾平台）. Based on the unaudited consolidated management accounts of the Target Group, it is estimated that upon Completion, the Group will record a gain of approximately HK$118,000 upon completion of the Disposal and an increase in the net assets of the Group by approximately HK$118,000. Set out below is the unaudited consolidated financial information of the Target Group for the years ended 31 December 2014 and the nine months ended 30 September 2015, which was prepared in accordance with generally accepted accounting principles in Hong Kong: For the year ended For the nine month ended 31 December 2014 30 September 2015 (in HK$) (in HK$) (unaudited) (unaudited) (approximately) (approximately) Turnover 1,411,000 4,808,000 Profit/(Loss) before tax 525,000 (1,362,000) Net asset value 314,000 2,782,000 REASONS FOR THE DISPOSAL The Group is now principally engaged in (a) trading and related services; (b) investment in listed securities and property in Hong Kong; and (c) money lending business in Hong Kong. As disclosed in the previous announcements of the Company, the Board, from time to time reviews the existing business and explores other business opportunities with a view to broaden its income stream which shall be in the best interests of the Company and its shareholders as a whole. The Company considers that the Disposal is an opportunity for the Company to realize its investments in the Target Group. Furthermore, taking into consideration of the proceeds from the Disposal and the gain from the Disposal, the Company considers it can reutilize the proceeds towards other appropriate investments opportunities for better return for its Shareholders. Further, the proceeds from the Disposal can further strengthen the cash flow of the Group and will allow the Group to reallocate its resources for future development. Taking into consideration of the aforesaid, the Directors...
INFORMATION OF THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong with limited liability and beneficially wholly-owned by the First Vendor. The Target Company is an investment holding company which has no other substantial operating businesses and major assets other than holding the entire equity interest of Guangxi Jiaming. Guangxi Jiaming, the wholly-owned subsidiary of the Target Company, is a wholly-foreign-owned enterprise established in the PRC with limited liability. It is principally engaged in property development in Guangxi Province and holds a Class 4 Qualification Certificate for Real Estate Development Enterprise. Currently it owns two office units (with an aggregate gross floor area of approximately 444 square metres) in Nanning City for its own use, and holds 37 car parks for sale and leasing purpose in a residential project developed by Guangxi Jiaming in Nanning City. All the residential units had been sold in or before the year 2019. The Target Group recorded an unaudited revenue of approximately HK$0.47 million and HK$0.27 million for each of the year ended 31 December 2018 and 2019, respectively, which was mainly generated from the sales of residential units held by Guangxi Jiaming. The unaudited consolidated net loss before and after taxation of the Target Group for each of the year ended 31 December 2018 and 2019 amounted to approximately HK$4.88 million and HK$4.69 million, respectively. Loss incurred in 2019 was mainly attributable to an one-off impairment of certain long outstanding trade and non-trade receivables of Guangxi Jiaming of approximately HK$4.63 million. As at 31 December 2019, the unaudited consolidated net liabilities of the Target Group amounted to approximately HK$2.65 million, which is based on the financial information extracted from the management accounts of the Target Group without taking into account its assets appraisal value as at 31 December 2019. Based on the valuation report prepared by an independent valuer engaged by the Company in accordance with the International Valuation Standards published by the International Valuation Standards Council, the market value of the net assets of the Target Group as at 31 December 2019 was estimated to be approximately HK$0.43 million. In deriving the estimated market value of the net assets of the Target Group, the independent valuer adopted the asset approach whereby each identifiable asset and liability in the Target Group was either assessed by using the market approach or...
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 is a company incorporated in the BVI in January 2019 with limited liability and is owned as to 51% by Shenwei International and as to 49% by the Vendor as at the date of this announcement. Shenwei International is a company incorporated in the BVI in August 2017 with limited liability and is principally engaged in investment holding. Shenwei International is wholly owned by Xx. Xxxx Xxxxx, who holds an approximately 19.6% direct equity interest in Shanghai Sansheng and 10% interest in Sansheng Real Estate (Group) Company Limited, which also holds approximately 36.1% interests in Shanghai Sansheng. As at the date of this announcement, the Target holds 99% of the equity interest in Yitai HK, which indirectly holds the entire equity interest in the Project Company through two intermediate holding companies, namely Zhoushan Yitai and Hangzhou Jinghan. The remaining 1% equity interest in the Project Company is indirect to held by Shenwei International. Set out below is the corporate structure of the Target Group immediately after Completion: 49% 51% Shenwei International Purchaser 99% Yitai HK Target 1% 100% Xxxxxxxx Xxxxx 100% Hangzhou Jinghan 100% Project Company Yitai HK is a company incorporated in Hong Kong in April 2018 with limited liability. Xxxxxxxx Xxxxx is a company established in the PRC in June 2017 with limited liability. Hangzhou Jinghan is a company established in the PRC in August 2017 with limited liability. All of the Target, Yitai HK, Zhoushan Yitai and Hangzhou Jinghan are investment holding companies and do not have material assets and liabilities other than their investments in subsidiaries as at the date of this announcement. The Project Company is a company established in the PRC in November 2017 with limited liability and is principally engaged in property development in the PRC. The Land was acquired by the Project Company at a consideration of approximately RMB553.7 million (equivalent to approximately HK$647.8 million) in November 2017 through public tender. The Land with a site area of approximately 99,576 sq.m. is situated at the junction of Jingang Avenue and Huajin Street, Jindong District, Jinhua City, Zhejiang Province, the PRC and is being developed into a mixed-use residential and commercial development in two phases with a total gross floor area of approximately 337,530 sq.m., including residential area of approximately 196,400 sq.m. and commercial area of approximately 50,166 sq.m. Development of Phase I of the ...
INFORMATION OF THE TARGET GROUP. The Target Company is an exempted company incorporated in the Cayman Islands with limited liability. It is an investment holding company. As at the date of this announcement, it is a wholly-owned subsidiary of the Vendor. China Xxxxx Group Limited 中國大人集團有限公司 (the “HK Company”) is a private company incorporated in Hong Kong with limited liability. It is an investment holding company and a wholly-owned subsidiary of the Target Company. 大仁科技（深圳）有限公司 (Xxxxx Technology (Shenzhen) Co., Ltd.#) (the “WFOE”) is, as at the date of this announcement, in the process of registration as a wholly foreign-owned enterprise in the People’s Republic of China (the “PRC”). Upon completion of its registration, it shall be an investment holding company and a wholly-owned subsidiary of the HK Company. 大人數科（北京）科技集團有限公司(Xxxxx Digital Science (Beijing) Technology Co., Ltd.#) (the “OPCO” and, together with its subsidiaries, the “OPCO Group” and, together with the Target Company, the HK Company and the WFOE, the “Target Group”) is a company established in the PRC. The OPCO Group is a leading service provider in digitalisation and e-commerce transformation of physical businesses in the PRC, covering major cities in the PRC such as Beijing, Hangzhou, Xiamen and Guangzhou, as well as sectors such as local lifestyle services and comprehensive healthcare. By providing sector-specific software as a service (SaaS), technical development, supply chain management, advertisement placing and directing services, the OPCO Group helps physical businesses establish and operate online shops in major e-commerce platforms in the PRC such as Alibaba, Tencent, Baidu and Douyin, and boost sales revenue by focusing on converting visitors of these online shops to customers. The OPCO Group holds various licences and registrations granted by various PRC governmental authorities relating to (among other things) value-adding telecommunication businesses, and production of broadcast television programmes. Completion of the Proposed Acquisition shall be conditional upon the Target Group having completed a corporate reorganisation to the satisfaction of the Company, including without limitation the WFOE having entered into legal and valid contractual arrangements with the OPCO and its shareholders to enable the entire economic benefits of the business of the OPCO Group to flow into the WFOE, to enable the consolidation of the financial results of OPCO Group in the WFOE’s consolidated accounts, and to enable the WF...
INFORMATION OF THE TARGET GROUP. Target Company and its subsidiaries In order to reduce transaction costs and improve transaction efficiency, the Target Group has undergone a restructuring process to form the existing Target Group. The Target Company is incorporated in the BVI on 14 June 2012 with limited liability and is an investment holding company. As at the date of this announcement, save for holding the entire issued share capital of China Timbers Limited, the Target Company does not hold any other material investment or have any substantial business activities. China Timbers Limited is incorporated in Hong Kong on 27 June 2012 with limited liability and is an investment holding company. As at the date of this announcement, save for holding the entire interest in the registered capital of 深圳市君利發木業有限公司(Shenzhen Junlifa Timbers Limited), China Timbers Limited does not hold any other material investment or have any substantial business activities. Shenzhen Junlifa was a PRC domestic company established on 1 July 2010. It was subsequently acquired by China Timbers Limited and successfully registered as a wholly foreign-owned enterprise in the PRC on 19 October 2012 for the amount of RMB500,000, which is based on the registered capital of Shenzhen Junlifa. Prior to the restructuring by the Vendor to form the Target Group, it was engaged in the business of trading and development of electronic components. During the restructuring process, Xxxxxxxx Xxxxxxx was acquired in order to expedite and better manage the restructuring process. The Vendor has performed certain due diligence exercises on Shenzhen Junlifa prior to restructuring and also obtained an undertaking from the original owners that they will be provided unlimited liability guarantees to any undisclosed debt or litigation prior to the transfer. Having considered the above, the Vendor is satisfied that the contingent liabilities or obligations in any form that Shenzhen Junlifa may carry prior to the restructuring are minimal. As at the date of this announcement, Shenzhen Junlifa has no substantial operations and the major asset it held is the entire interest in the registered capital of Qingchuan Boyuan. Qingchuan Boyuan was a company established in the PRC on 3 August 2011 which is principally engaged in forestry plantation business, including forestry planting and development; herbs planting, acquisition and sales (except for the species with national restrictions); and technological consultancy related to agroforestry. The Ven...
