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. 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. According to the information available to the Company, the Target Company is a company incorporated in 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 applying for the registration of itself as the legal owner of the Exploration Permit which covers an area of 2.85 km2 in Henan Province, the PRC .
THE TARGET COMPANY. Xxxxxxx Xxxxxx is a company established in the PRC in 2015 and is principally engaged in the research and development and manufacture of electric vehicles. As at the date of this announcement, Zhejiang Jirun and Shanghai Maple, both being 99% owned subsidiaries of the Group, hold in aggregate 45% of the registered capital of Ninghai Zhidou. As the Proposed Disposal may or may not proceed, shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company. By order of the Board
THE TARGET COMPANY. The Target Company is incorporated in PRC with limited liability, the entire registered capital of which is directly owned by the Vendor prior to the Disposal. The principal businesses of the Target Company are property investment and development. The following is the financial information of the Target Company as extracted from its audited financial statements for the two years ended 31 December 2011 and 2012 and the unaudited financial statements for the seven months ended 31 July 2013 as provided by the Vendor, which were prepared in accordance with PRC accounting standards: For the seven months ended For the year ended For the year ended 31 July 2013 31 December 2012 31 December 2011 Unaudited Audited Audited (RMB’000) (RMB’000) (RMB’000) Net loss before tax 3,567 9,259 7,920 Net loss after tax 3,567 9,259 7,920 Net asset value 86,355 89,902 286,222 REASONS FOR THE DISPOSAL The Disposal affords the Company an opportunity to realise gains with cash inflow on its investments in the Target Assets and reallocate its financial resources on other core business. The Board believes that the Disposal is in the best interests of the Company and its Shareholders as a whole. In view of the above, the Directors are of the view that the terms of the Agreement are on normal commercial terms, are fair and reasonable and the entering into of the Agreement is in the interests of the Company and its Shareholders as a whole.
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, a joint venture of the Company which is incorporated in the PRC on 29 March 2013 with limited liability, is engaged in the operation of wind farms in Henan province（河南省）, the PRC. Immediately after the completion of the Second Equity Transfer, the Company will cease to have any interest in the Target Company and the Target Company will cease to be a joint venture of the Company. Financial information of the Target Company The financial information of the Target Company for the two financial years ended 31 December 2015 is set out below: For the financial year ended 31 December RMB HK$ RMB HK$ (Audited) (Audited) (Audited) (Audited) Net profit before tax and minority Net profit after tax and minority As at 30 April 2016, the Target Company had unaudited net asset value of approximately RMB77.45 million (equivalent to approximately HK$92.94 million). Financial impact of the Second Equity Transfer on the Company Based on the consideration payable by Huadian to the Company under the Supplemental Agreement, it is estimated that the Company will recognize a gain from the Second Equity Transfer of approximately HK$5.12 million (before tax and expenses and subject to audit), which is calculated by reference to the difference between the amount of consideration as set out above and 49% of the net asset value of the Target Company as at 30 April 2016 and the following of the Target Company as at 30 April 2016: (i) goodwill; (ii) reverse of unrealised profit on disposal; (iii) realized deferred income tax assets; and (iv) exchange reserve reversal. INFORMATION ON THE COMPANY The Company is principally engaged in (i) investing in various wind and solar power projects and
THE TARGET COMPANY. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor, the Target Company and their respective ultimate beneficial owners are Independent Third Parties. Assets to be acquired Pursuant to the SPA, the Vendor shall sell the Sale Shares as the legal and beneficial owner and the Company shall purchase all the Sale Shares, representing 15% issued share capital of Forever Innovation. As of the date of the SPA, the Vendor has completed the Restructuring, as a result of which, (i) the Vendor indirectly holds the entire interest in the Target Company; and (ii) the Vendor is held as to 66% by Xx. Xx and 34% by Xx. Xxxx. Consideration The Consideration payable by the Company to the Vendor for the Sale Shares shall be HK$21,000,000 million,
THE TARGET COMPANY. The Target Company is a company established in the PRC with limited liability and an indirect non-wholly owned subsidiary of the Company before Completion. As at the date of this announcement, it has a total registered capital of RMB4.5 million of which RMB2.52 million (representing 56% of the total equity interest of the Target Company) is owned by the Vendor and RMB1.98 million (representing 44% of the total equity interest of the Target Company) is owned by the Purchaser. The Target Company is principally engaged in sports stadium operation. Set out below are the selected audited financial information of the Target Company for the years ended 31 December 2019 and 2020 and the six months ended 30 June 2021: For the year ended 31 December For the six months ended 30 June 2019 2020 2021 HK$’000 HK$’000 HK$’000 (approx.) (approx.) (approx.) (unaudited) (unaudited) (unaudited) Profit/(Loss) before taxation (91.0) (1,537.4) 222.4 Profit/(Loss) after taxation (18.2) (1,591.6) 222.4 The total asset value and net liabilities of the Target Company as at 30 June 2021 were approximately HK$15.1 million and HK$0.2 million respectively.
