Profit Guarantee. 5.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Sale Shares, and as part of the inducement to the Purchaser entering into this Agreement, the Vendor covenants with and undertakes to the Purchaser that the Group’s PXX for the three consecutive financial years following the Completion Date shall be as follows:
Profit Guarantee. 2.1 Delete Article 6.1 of the Sale and Purchase Agreement (as amended by the Supplementary Agreement) and replace it with the following new Article 6.1:
Profit Guarantee. Pursuant to the Supplemental Agreement, in the event that the Actual Profit is less than the Guaranteed Profit, the Vendors and the Vendors’ Guarantors shall compensate the difference by surrendering the proportionate principal amount of the Convertible Bonds (the “Surrendered Bonds”) back to the Purchaser for cancellation by the Company, based on the formula below: Surrendered Bonds = (Guaranteed Profit – Actual Profit)/Guaranteed Profit × Principal amount of the Convertible Bonds The balance (if any) of the Convertible Bonds after deducting the Surrendered Bonds (the “Released Bonds”) will be released by the Purchaser to the Vendors on the Settlement Date based on the formula below: Released Bonds = Actual Profit/Guaranteed Profit × Principal amount of the Convertible Bonds For the avoidance of doubt, if the Target Group recorded loss before tax for the financial year ended 31 December 2017, the Actual Profit shall be treated as zero when calculating the Surrendered Bonds using the above formula. The Company is satisfied that the economic consequence of the revised mechanism of the profit guarantee undertaken by the Vendors and the Vendors’ Guarantors under the Supplemental Agreement is largely the same as the original profit guarantee mechanism set out in the Sale and Purchase Agreement, save and except the fact that Convertible Bonds (instead of the Second Tranche Consideration Shares) are issued by the Company on Completion pending the determination on satisfaction of the Profit Guarantee. In particular, the amount of the Guaranteed Profit of the Target Group for the year ending 31 December 2017 remains at RMB15,000,000 and the Determination Date of the Profit Guarantee (i.e. the deadline for the Settlement Date) remains on 31 March 2018. THE CONVERTIBLE BONDS The terms of the Convertible Bonds have been negotiated on arm’s length basis and the principal terms of which are summarised below: Issuer : The Company Principal amount : HK$112,000,000 Maturity date : 31 March 2018 (i.e. the Determination Date of the Profit Guarantee) Interest rate : The Convertible Bonds do not carry any interest. Repayment obligations : Save and except upon the occurrence of an Event of Default, the Convertible Bonds shall in no event be repayable. Depending on the outcome of the determination on satisfaction of the Profit Guarantee, the Released Bonds will be automatically converted into Shares at 4:00 p.m. of the Maturity Date, and the Surrendered Bonds will forthwith be ...
Profit Guarantee. The Vendor and the Company have agreed to amend the Guaranteed Period as set out in the paragraph headed “Profit guarantee” under the section headed “(I) SALE AND PURCHASE AGREEMENT” in the announcement dated 18 October 2017 with amendments such that the Vendor shall warrant to the Company that the Guaranteed Profits for the respective Guaranteed Period shall not be less than:
Profit Guarantee. As part of the Proposed Acquisition, Mikro will also be provided with the Profit Guarantee as follows:-
Profit Guarantee. (a) The Busway Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Busway for the FYE 31 December 2019 shall be not less than RM2,400,000, subject to not more than 10% deviation (i.e. a sum of not less than RM2,160,000).
Profit Guarantee. (a) The Mittric Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be not less than RM2,400,000, subject to not more than 10% deviation (i.e. a sum of not less than RM2,160,000).
Profit Guarantee. The Vendor irrevocably and unconditionally warrants and guarantees to the Company that the audited net profit after tax of the Subsidiary for the financial years ended 31 December 2015 (“2015 Audited Profit”) and 2016 (“2016 Audited Profit”) shall be at least HK$1,400,000 (“2015 Guaranteed Profit”) and HK$2,800,000 (“2016 Guaranteed Profit”, together with 2015 Guaranteed Profit, the “Total Guaranteed Profits”) respectively.
Profit Guarantee. Pursuant to the Sale and Purchase Agreement, the Vendor irrevocably warrants and guarantees to the Purchaser that the 2017 Net Profit shall not be less than HK$5,000,000. In the event that the 2017 Net Profit falls below HK$5,000,000, the consideration shall be adjusted downward based on the formula set out below: A = (HK$5,000,000 – B) x C where A = shortfall B = 2017 Net Profit C = 10 The Vendor shall repay the shortfall calculated based on the formula hereinabove in cash within fourteen (14) Business Days upon the delivery of the 2017 Accounts by the Vendor to the Purchaser or on such other dates as the Vendor and the Purchaser may from time to time mutually agree in writing. The multiple 10 represents the price-to-earnings ratio derived by reference to the Consideration over the Guaranteed Profit.
Profit Guarantee. The Vendor has irrevocably warranted and undertaken that the after-tax net profit of the Target Company for the year ending 31 December 2018 (the “2018 Actual Profits”) shall be not less than RMB10,000,000 (equivalent to approximately HK$11,875,000) (the “2018 Profit Guarantee”) and the after-tax net profit of the Target Company for the year ending 31 December 2019 (the “2019 Actual Profits”) shall be not less than RMB12,000,000 (equivalent to approximately HK$14,250,000) (the “2019 Profit Guarantee”, together with the 2018 Profit Guarantee, the “Profit Guarantee”). As security for the performance of the obligations of the Vendor under the Profit Guarantee, the Vendor shall deposit in aggregate RMB12,000,000 (equivalent to approximately HK$14,250,000) to the Purchaser on the Completion Date, comprising:
