FINANCIAL EFFECT OF THE DISPOSAL. Upon Completion, the Company will cease to hold any equity interest in the Disposed Company. The Disposal Group will cease to be subsidiaries of the Company and the financial information of the Disposal Group will not be consolidated in the accounts of the Company upon Completion. Subject to the confirmation of the auditors of the Company, it is estimated that the Group will realize a gain of approximately HK$49.2 million from the Disposal, which is calculated based on the Consideration of approximately HK$51 million after deducting the equity interests attributable to the unaudited consolidated net asset value of the Disposal Group of approximately HK$1.8 million (which is calculated based on the unaudited net asset value of the Disposal Group of approximately HK$5.0 million less minority interests of approximately HK$3.2 million) as at 31 December 2012 and adding back the realisation of reserves upon the Disposal of approximately HK$19,000. Shareholders should note that the actual amount of the gain of the Disposal to be recognised in the consolidated financial statements of the Company depends on the net asset value of the Disposal Group as at the Completion Date and therefore may be different from the amount mentioned above.
FINANCIAL EFFECT OF THE DISPOSAL. It is estimated that, as a result of the Disposal, the Company will recognise an estimated gain of approximately HK$2,579,402,000 being the Consideration less the Sale Loan, net deficit of Target Group, and other costs. The proceeds generated from the Disposal will be applied as general working capital of the Group.
FINANCIAL EFFECT OF THE DISPOSAL. Based on the Disposal Consideration, the unaudited financial results of the Target Company for (i) the financial year ended 31 December 2015; and (ii) the financial year ended 31 December 2016, subject to further audit procedures to be performed by the auditors of the Company, the Group is expected to record an unaudited gain on disposal of approximately RMB2,000,000 (equivalent to approximately HK$2,260,000) with reference to (i) the unaudited net assets value of the Target Company as at 31 December 2016 of approximately RMB448,950 (equivalent to approximately HK$507,314); (ii) the Sale Loan in the amount of RMB156,260,000 (equivalent to approximately HK$176,573,800); (iii) the Disposal Consideration of RMB160,000,000 (equivalent to approximately HK$180,800,000); and (iv) all relevant expenses of approximately HK$500,000. After Completion, the Group will cease to hold any equity interest in the Target Company.
FINANCIAL EFFECT OF THE DISPOSAL. Following the Disposal, the Target Company will cease to be a subsidiary of the Company and its result and assets and liabilities will cease to be consolidated into that of the Company. Based on the unaudited consolidated financial statement of the Group as at 31 December 2012, the book carrying value of the Target Assets is RMB83.4 million. Upon the completion of the assets stripping and the restructuring of receivables and liabilities, the Target Company will has no assets and liabilities save for the Target Assets, the Disposal is expected to record an estimated gain of approximately RMB241.595 million (subject to audit) (i.e. being the difference between the Consideration and the book carrying value of the Target Assets) for the Group. USE OF PROCEEDS Proceeds of the Disposal are intended to be applied for investment as opportunities arise, and/or for reduction of borrowings and/or for general working capital of the Group. LISTING RULES IMPLICATIONS As the relevant percentage ratios for the Disposal under Rule 14.07 of the Listing Rules exceeds 25% but is below 75%, the Disposal constitutes a major transaction for the Company and is subject to the approval of Shareholders in general meeting. The Company has received a written approval of the Disposal from Vigor Online, which holds approximately 72.13% of the issued Shares giving the right to attend and vote at general meetings of the Company. Accordingly, no general meeting for the Shareholders’ approval of the Disposal will be held pursuant to Rule 14.44 of the Listing Rules. Pursuant to Rule 14.41 of the Listing Rules, the Company is required to despatch to the Shareholders a circular in relation to the Disposal within 15 business days (as defined under the Listing Rules) after the publication of this announcement, that is, on or before 17 September 2013. The Company may not be able to despatch the circular within such period due to the time required to prepare the relevant financial and other information to be included in the circular under the Listing Rules, in which case the Company shall make a further announcement of any expected delay in despatch of the circular in due course.
FINANCIAL EFFECT OF THE DISPOSAL. It is expected that the Group will record a loss of approximately HK$24 million from the Disposal, the detailed calculation of which are set out as follows: HK$’000 Consideration for the Disposal 60,000 Consideration for the assignment of the Shareholder Loan 280,000 340,000 Less: The Debts (279,345) Net assets of the Disposal Group as at 30 September 2014 (adjusted for waiver of the Group’s inter-company loan) (265,817) Estimated direct expenses in relation to the Disposal (2,000) Add: Non-controlling interest of the Disposal Group as at 30 September 2014 174,638 Estimated loss on the Disposal before release of the cumulative exchange reserve attributable to the Disposal Group (32,524) Release of cumulative exchange reserve attributable to the Disposal Group upon completion of the Disposal 8,475 Estimated loss on the Disposal as at 30 September 2014 (24,049) The actual gain or loss to be recorded might or might not be different given that the abovementioned estimate is based on the assets and liabilities of the Disposed Group as at 30 September 2014 which might be different from those on the date of Completion. Immediately after Completion, the Group will not hold any equity interest in the Disposal Group, and each member of the Disposal Group (i.e. Jumbo Wealth, Chongqing Xujing, Yunnan He Da and Mianning Xxx Xxxx) will no longer be a subsidiary of the Company.
FINANCIAL EFFECT OF THE DISPOSAL. The Disposal would result in a loss to the Group of approximately RMB142.0 million (before taxes). Although the Disposal would result in a loss, the Consideration received will improve the Group’s immediate liquidity to settle taxes, bank and other borrowings, interest and construction related costs. With these settlements, the Board is of the view that the Group will be in better position to negotiate with its suppliers and creditors for their continued provision of construction services and credit to the Group. The actual amount of the loss from the Disposal to be recorded by the Group is subject to audit and will take into account any other costs and expenses incurred relating to the Disposal, and accordingly, it may be different from the amount stated above. The Disposal is not expected to have any material effect on the earnings because the Land is vacant and idle as of the Latest Practicable Date, and the Company has sufficient land reserves for the Company’s subsequent development. However, it would improve the gearing of the Group. As disclosed in the Company’s audited financial statement in the annual report for the year ended 31 December 2020, the total assets of the Group was approximately RMB27,704.8 million and the total liabilities of the Group was approximately RMB25,491.4 million as at 31 December 2020. Given that the completion of the Disposal would record an unaudited loss (before taxes) of approximately RMB142.0 million to the Group, the consolidated net asset value of the Group would decrease by approximately RMB142.0 million at Completion. On the above basis, the consolidated total assets of the Group would decrease by approximately RMB142.0 million (before taxes). Save for the above, the Disposal has no significant impact on the assets and liabilities of the Company. USE OF PROCEEDS The net proceeds from the Disposal will be approximately RMB600.0 million (after tax), net of expenses. The proceeds from the Disposal are intended to be used as follows: – approximately RMB274.7 million will be used for payment of PRC taxes; – approximately RMB149.2 million will be used for repayment of bank and other borrowings together with the accrued interests; – approximately RMB160.5 million will be used for settlement of construction costs; and – approximately RMB15.6 million will be used for as general working capital of the Group. INFORMATION ON THE PARTIES The Group is engaged in property development in the PRC. Tian Shan Real Estate is a wholly...
FINANCIAL EFFECT OF THE DISPOSAL. Upon Completion, Best Purpose Group will remain an associate of the Company and continue to apply the equity accounting method. Based on the existing information available to the Company, the Directors estimated that the expected loss to be recorded in the Group’s consolidated financial statements arising from the Disposal is approximately HK$7.6 million. It should be noted that the aforementioned estimations are for illustrative purpose only and do not purport to represent how the financial position of the remaining Group will be upon Completion. Further information regarding the financial effect of the Disposal will be included in the circular to be despatched.
FINANCIAL EFFECT OF THE DISPOSAL. The unaudited book value of the Property as at 30 September 2021 was approximately US$20,725,000 (equivalent to approximately HK$160,619,000). The Group expects to record a gain on the Disposal of approximately US$1,203,000 (equivalent to approximately HK$9,323,000), which is calculated based on the Consideration for the Disposal less the unaudited book value of the Property as at 30 September 2021 and the applicable transaction fees and taxes and other relevant estimated expenses in relation to the Disposal. The actual amount of gain as a result of the Disposal to be recognised by the Company will be subject to, among other things, audit and the amount of actual expenses incurred in relation to the Disposal and may be different from the aforementioned expected amount. Following the Disposal, the Company will cease to have any interest in the Property. As such, the financial results of the Property will no longer be consolidated into those of the Company. Set out below is the net profit (before and after taxation and excluding changes in fair value of the Property) attributable to the Property for the two financial years ended 31 December 2019 and 2020: Year ended 31 December 2020 Year ended 31 December 2019 (Unaudited) (Unaudited) HK$’000 HK$’000 Net profit (before and after taxation and excluding changes in fair value of the Property) 8,842 6,009 USE OF PROCEEDS The expected net proceeds to be received by the Vendor from the Disposal, after deduction of applicable transactions fees and taxes and other relevant estimated expenses in relation to the Disposal, is approximately US$21,630,000 (equivalent to approximately HK$167,633,000), which will then be used for improvement of the overall cash position of the Group for general working capital purpose as well as for future opportunities that may arise. Subject to actual circumstances and decision of the Board, the Company intends to apply such proceeds for future potential investments and general working capital purpose.
FINANCIAL EFFECT OF THE DISPOSAL. Currently, the Company holds 100% equity interest in Shandong Engineering, thus Shandong Engineering is a wholly-owned subsidiary of the Company. Upon completion of the transaction contemplated under the Equity Transfer Agreement, the Company will still hold 40% equity interest in Shandong Engineering, and Shandong Engineering will cease to be a subsidiary of the Company. Therefore, the financial results and position of Shandong Engineering will be no longer consolidated with the financial statements of the Group. The gains expected to accrue to the Company from the disposal of 60% equity interest in Shandong Engineering (before deducting taxes and other expenses payable by the Company in respect of the disposal) are approximately RMB167,453,000, which was arrived at by reference to the appraised value and book value of the net assets of 60% equity interest in Shandong Engineering as at the Benchmark Date and having taken into account the expected taxes payable in relation to the disposal (subject to the determination of relevant PRC taxation authority). Shareholders are advised to note that, the actual gains from the disposal under the Equity Transfer Agreement will be calculated based on the relevant figures on the completion date of the disposal and subject to audit, which therefore may be different from the amount above. The proceeds from the disposal are expected to be used as the general working capital or for future investment.
FINANCIAL EFFECT OF THE DISPOSAL. Upon Completion, the Vendor will continue to own 74,891,000 Nantong Jianghai Shares, representing 8.81% of the total issued share capital of the Target Company, and the Target Company will cease to be an associate of the Company. The remaining Nantong Jianghai Shares owned by the Vendor will be measured at fair value through profit or loss in the Group’s consolidated financial statements. As at the date of this announcement, the Company has no intention to dispose of further Nantong Jianghai Shares and to scale down, dispose of or terminate the Group’s existing business (i.e. the manufacture and sales of LCD, LCM, TFT and CTP products). On the basis of the Sale Consideration of RMB3,232,470,000, after deducting the related transaction costs, taxes and the unaudited net carrying value of the Company’s entire shareholding in the Target Company as stated in the Group’s financial statements as at 30 September 2023 and adding back a fair value of the remaining 74,891,000 Nantong Jianghai Shares2, the Company currently estimates that the Group will, upon Completion, realise an unaudited gain on the disposal of the Sale Shares (before releasing related deferred tax charge or credit) of approximately HK$2.7 billion. Shareholders should note that the amount of the gain or loss (if any) on the Disposal to be recorded in the financial statements of the Group for the year ending 31 March 2025 (or any other applicable reporting period) will be subject to audit, and therefore may vary from the figure provided above. 2 The fair value of the remaining 74,891,000 Nantong Jianghai Shares on the Completion Date is calculated based on the closing price of a Nantong Jianghai Share as at 1 March 2024.
