Basis of the Consideration. The Consideration was determined between the Vendor and the Purchaser after arm’s length negotiations and on normal commercial terms, taking into account the unaudited consolidated net asset value of the Target Group as at 30 June 2019 of approximately HK$160,789,000 (“Unaudited NAV”). As part of the internal restructuring plan of the Purchaser group to further their business in the PRC, the Purchaser is desirous of obtaining 100% control of the Target Group and therefore agreed to pay a premium of approximately 26.9% over 49% of the Unaudited NAV for this transaction. Based on the above, the Directors consider that the Consideration is fair and reasonable, and is in the interest of the Company and the Shareholders as a whole. Conditions Precedent Completion is conditional upon the following conditions being fulfilled:
Basis of the Consideration. The consideration for the Disposal was arrived at after arm’s length negotiation among the parties, and was determined by reference to the recent market value of comparable commercial development in the proximity and the annual rental income of the Property.
Basis of the Consideration. Compensation to Shenzhen Agricultural Products include (i) cash compensation; and (ii) substitution of existing properties with the redeveloped properties. Assuming that Shenzhen Agricultural Products chooses only cash compensation and does not choose substitution of existing properties with the redeveloped properties, the consideration given by Shenzhen Xinxiang under the Cooperation Framework Agreement and the Associated Transactions for Phase I Redevelopment is the maximum compensation which is estimated to be RMB2,100,000,000 (or approximately HK$2,646,000,000). The exact cash compensation and compensation for the substitution of existing properties with the redeveloped properties will be based on and made in accordance with the Phase I Demolition Compensation Agreement to be signed later. The Consideration is to be satisfied by internal resources and bank financing. The basis upon which such consideration was determined is by reference to the resettlement and demolition compensation standard applied to Phase I Redevelopment, which is with reference to the comparables of the resettlement and demolition compensation standard in Shenzhen, the PRC. The maximum compensation for Phase II Redevelopment is to be negotiated and agreed between Shenzhen Xinxiang and Shenzhen Agricultural Products after the commencement of Phase I Redevelopment with reference to the resettlement and demolition compensation standard for Phase I Redevelopment.
Basis of the Consideration. The Consideration was determined between the Vendor and the Purchaser after arm’s length negotiation and on normal commercial terms, taking into account the nil net asset value of the Target Company as at 31 October 2011. Conditions precedent: Completion of the sale and purchase of the Sale Shares shall be conditional upon all of the following conditions being fulfilled:—
Basis of the Consideration. Pursuant to the New Disposal Agreement, the Consideration for the Sale Interest is approximately RMB180.25 million (equivalent to approximately HK$196.47 million) which was determined after arm’s length negotiations between the Purchaser and the Vendor after taking into account (i) the unaudited net asset value of the Target of approximately RMB149.1 million (equivalent to approximately HK$162.5 million) as at 31 December 2019; (ii) the amount of the shareholder’s loan owed by the Target to the Group of approximately RMB23.86 million (equivalent to approximately HK$26.01 million) as at the date of the New Disposal Agreement; and (iii) the reference value of the Land (assuming that proper title of certificate has been granted and the Land can be freely transferrable) as at 31 December 2019 preliminarily assessed by Vincorn Consulting and Appraisal Limited, an independent professional valuer, using market approach.
Basis of the Consideration. The Consideration was determined after arm’s length negotiations between the Vendor and OVCT after taking into account (i) the historical financial performance and position of the business of the Target Group for the financial years ended 31 December 2017, 2018 and 2019;
Basis of the Consideration. The consideration of the Transaction was determined after arm’s length negotiations between Sprocomm Intelligence and Lingang Committee with reference to terms and conditions of similar investment projects in the New Lingang Area and the expected costs for acquiring land and construction of buildings at comparable location, land use and construction area. The investment of fixed assets in an amount of not less than RMB120 million by Sprocomm Intelligence is expected to comprise the costs for acquisition for land and capital expenditure relating to construction of land and buildings for the R&D Headquarters, which is to be funded by the working capital of Sprocomm Intelligence and external financing.
Basis of the Consideration. The consideration for the Capital Increase was determined after arm’s length negotiations among the parties (i) in consideration of the capital needs of the JV Company (as more particularly set out under the section headed “Reasons for and Benefits of the Capital Increase” below) and (ii) based on a valuation of the JV Company conducted by an independent third party valuer. Based on the net assets value of the JV Company of approximately RMB1.10 billion, the net asset value per share (par value RMB 1) is RMB 1.1. Set out below is a summary of the equity holding structure and the registered capital of the JV Company as at the date of this announcement and immediately upon completion of the Capital Increase: As at the date of this announcement Total capital Upon completion of the Capital Increase Name of Shareholder Registered capital (RMB) Equity holding injection contemplated under the Capital Increase (RMB) Registered capital (RMB) Equity holding Contribution to capital reserve Inspur Group 600,000,000 60% 660,000,000 1,200,000,000 60% 60,000,000 Inspur Software 200,000,000 20% 220,000,000 400,000,000 20% 20,000,000 Inspur General 200,000,000 20% 220,000,000 200,000,000 20% 20,000,000 Total 1,000,000,000 100% 1,100,000,000 2,000,000,000 100% 100,000,000 The Capital Increase Agreement shall take effect upon the parties having duly signed the Capital Increase Agreement. Following the completion of the Capital Increase, the shareholding structure of the JV Company will remain unchanged. Completion of the Capital Increase is conditional upon the following conditions being fulfilled:
Basis of the Consideration. The expected consideration has been determined after arm’s length negotiations between the parties to the Equity Transfer Framework Agreement after taking into account of the book value of the Land as of September 30, 2019 of approximately RMB321,288,000, the costs and expenses incidental to the preliminary development of the Land contributed by Xxxxxxxx Xxxx (and its associates) and the recent market value of comparable land in proximity. Payment terms of the consideration The consideration of RMB294,777,630 for such equity interests in Sanming Qijia Network and Shanghai Zhengyi to be acquired by Chengjia Shanghai shall be payable by Chengjia Shanghai in cash in the following manner: i. an initial sum of RMB3,000,000 (the “Deposit”) to be paid within ten (10) business days of the signing of the Equity Transfer Framework Agreement;
Basis of the Consideration. On August 3, 2021, the Target Company entered into the series B preferred share and warrant purchase agreement with CPE, the Principals, the Holding Companies, the Target Subsidiaries and other parties in relation to the Series B Financing. Pursuant to the Series B Financing, various investors, including CPE, were introduced as shareholders of the Target Company. The consideration under the Series B Financing was approximately US$1.13 per Series B Preference Share, which was determined by the parties after arm’s length negotiation having taken into account of a wide range of factors in relation to the Target Company including the orders in hand, the expected growth of business performance, the market position and valuation among the industry. The consideration for the Purchase was determined with reference to and was identical to the consideration of the investment of Series B Financing. The consideration for the Purchase was determined with reference to and was identical to the consideration of the investment of Series B Financing. Given that the consideration for the Purchase is identical to the consideration under the Series B Financing, which was determined by third party investors without the involvement of the Company, the consideration for the Purchase represented a fair price recognized by external investors. REASONS FOR AND BENEFITS OF THE PURCHASE OF SERIES B+ PREFERRED SHARES As discussed in the section headed “Management Discussion and Analysis” of the 2021 interim report published by the Company, the Group intends to selectively pursue acquisitions of businesses and assets that are complementary to its growth strategies, particularly those that can help us enrich its services offerings at a global scale. Accordingly, the Company proposed to enter into the transactions having taken into account its needs of developing a comprehensive range of services and assessment of the bright overall future development of the CDMO industry. The Company believes that in the long term, such transactions will benefit the Company in the future, fulfill its overall development strategy and facilitate further expansion of markets. Integrated service capability is becoming more and more important to CRO’s development and forms part of the Company’s direction of further development. Integrated service is conducive to improving the efficiency of customer service, increasing the stickiness of customers, extending the service chain and improving the service experience...
