Assets to be disposed of. The assets subject to be disposed of by the Group are the Sale Shares, representing 51% of the total issued share capital of Power Ability. Power Ability is an investment holding company and its subsidiaries are principally engaged in the production and trading of biotechnology products. As of the date of this announcement, Power Ability is owned as to 51% by the Vendor and 49% by a third party independent of the Company and its connected persons (as defined under the Listing Rules). Set out below are the summary of the unaudited consolidated financial information of Power Ability for the two years ended 31 March 2007: For the year ended 31 March 2007 (Unaudited) (HK$’000) 2006 (Unaudited) (HK$’000) Turnover 2,852 3,683 Loss before taxation (4,805) (3,508) Loss after taxation (4,805) (3,508) As at 31 March 2007 (Unaudited) 2006 (Unaudited) (HK$’000) (HK$’000) Total assets 1,503 7,222 Total liabilities (954) (2,146) Net assets 549 5,076 CONSIDERATION The total consideration for the Disposal is US$2.0 million (equivalent to approximately HK$15.6 million), payable in cash in the following manner:
Assets to be disposed of the Aircraft (together with the rights and obligations of the underlying leases) Consideration: The Consideration is above the net book value of the Aircraft. As an alternative to disclosing the Consideration for the Aircraft, the Company discloses the Market Appraised Value of the Aircraft. The Market Appraised Value of the Aircraft (obtained from an independent appraiser) is approximately US$102.4 million (equivalent to approximately HK$799 million). The Consideration is also no less than the Market Appraised Value of the Aircraft. The valuation report of the Aircraft will be set out in the circular. The independent appraiser calculated the Market Appraised Value on the basis that it consists of the present value of the remaining lease stream of the Aircraft and the present value of the residual value of the Aircraft as at the end of the leases attached to the Aircraft. The Board considers that the Consideration for the Aircraft was determined on an arm’s length basis upon negotiation in accordance with the Group’s customary business practices, taking into account the Market Appraised Value of the relevant aircraft and the terms and conditions of the Transaction as a whole and with reference to market conditions. Initially the Company conducted a bidding process for the Aircraft for the purposes of identifying potential purchasers, generating competitive tension between them and ensuring that the Consideration would be competitive under the prevailing market conditions. The Company successfully solicited offers from CEB Leasing and certain independent third parties. The Company assessed the offers based on factors including bid prices, execution risks and business relationships between the Company and the bidders. CEB Leasing was the highest bidder and so the Company decided to enter into the Aircraft Sale and Purchase Agreements with CEB Leasing. The Consideration does not materially deviate from the bid price offered by CEB Leasing in the bidding process. Based on the above, the Board considers the Consideration fair and reasonable and no less favourable than those offered by independent third parties. The aggregate net book value, the aggregate gain or loss from the disposal of the Aircraft and the excess of the Consideration over the aggregate net book value are commercial sensitive information as are the aggregate net profits (before and after tax) attributable to the Aircraft. The Company will no longer be entitled to the lease income derived from ...
Assets to be disposed of. The Sale Shares shall be acquired by the Transferee free from all encumbrances as at the Completion Date. Proposed Consideration Pursuant to the terms of the Agreement, the total Consideration is RMB40,000,000 (equivalent to approximately HK$48,000,000), which shall be paid by the Transferee to the Transferor in the following manner:
Assets to be disposed of. Pursuant to the Equity Transfer Agreement, the Vendor conditionally agreed to sell, and OVCT conditionally agreed to acquire, 49% equity interest in the Target Company. As at the date of this announcement, the Target Company is owned as to 49% by the Vendor and 51% by Beijing Tourism Group. Upon completion of the Disposal, the Target Company will be owned as to 49% by OVCT and 51% by Beijing Tourism Group. Consideration and payment terms The Consideration for the Disposal, pursuant to the Equity Transfer Agreement, is RMB320,000,000 (equivalent to approximately HK$358,400,000), which is to be settled in cash in the following manner:
Assets to be disposed of. Pursuant to the Framework Agreement, subject to the entering of the Definitive Agreements, SOHO China (Hong Kong) has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the entire issued share capital of the Target Company. Consideration and payment terms The initial Consideration for the Proposed Disposal is RMB2,953,942,221.43, which shall be payable by the Purchaser to the Seller in the following manners:
Assets to be disposed of. Subject to the terms and conditions of the Disposal Agreement, the Purchasers conditionally agreed to acquire, and the Vendors conditionally agreed to dispose of, the Disposal Shares, which represent the entire issued share capital of the Target Company. In particular, Guangzhou Yu Jun shall transfer 55.00% of the Disposal Shares to Guizhou Kaichuang, and Guizhou Xiehui and Guizhou Zhongjia shall transfer 20.25% and 24.75%, respectively, of the Disposal Shares to Guizhou Baichuan.
Assets to be disposed of. The Purchaser conditionally agreed to purchase and procure to purchase the Sale Shares, representing the entire issued share capital of Richful Zone. Consideration: The Consideration for the Sale Shares is HK$79,200,000 which is to be satisfied by the Purchaser procuring Forefront to issue the Consideration Shares credited as fully paid at HK$0.24 per Consideration Share to the Company or as it may direct on Completion. The Consideration was determined after arm’s length negotiation between the parties with reference to the unaudited net assets value of the Richful Zone Group of approximately HK$129 million as set out in the unaudited consolidated management accounts of the Richful Zone Group as at 31 December 2009 and the valuation of the Forest Land in an amount of HK$165 million as at 31 March 2010 appraised by an independent professional valuer appointed by the Purchaser (the value attributable to the 50% of the Concession Rights and Interest held by the Richful Zone Group is therefore HK$82.5 million). The issue price of the Consideration Shares is determined with reference to the recent market performance of Forefront Shares. Conditions: Completion is subject to the following conditions precedent:
Assets to be disposed of. Pursuant to the Provisional Agreement, the Vendor has conditionally agreed to dispose of and the Purchaser has conditionally agreed to acquire the Sale Share, which represents the entire issued share capital of the Target Company, and the Sale Loan, being all such sum of money advanced by way of loan by the Vendor to the Target Company and due and owing by the Target Company to the Vendor as at Completion.
Assets to be disposed of. Pursuant to the Hami Hanergy Disposal Agreement, Xinjiang Hanergy Investments (as vendor) agrees to sell and Beijing Hongsheng (as purchaser) agrees to purchase 100% equity interest in Xxxx Xxxxxxx. As at the date of this announcement, Xinjiang Hanergy Investments is the legal and beneficial owner of the entire registered and paid-in capital of Hami Hanergy.
Assets to be disposed of. Pursuant to the Korla Hanergy Disposal Agreement, Xinjiang Hanergy Investments (as vendor) agrees to sell and Beijing Hongsheng (as purchaser) agrees to purchase 100% equity interest in Korla Hanergy. As at the date of this announcement, Xinjiang Hanergy Investments is the legal and beneficial owner of the entire registered and paid-in capital of Korla Hanergy.
