INFORMATION ON THE TARGET. The Target is a Singapore-incorporated company whose primary business, as of the date of the the SPA, is that of a heavy equipment engineering solution provider that serves primarily the construction and foundation industries (the “Business”).
INFORMATION ON THE TARGET. 2.1 Corporate Information
(a) an issued and paid-up share capital of US$100.00 comprising 1,000,000 shares; and
(b) an authorised capital of 100,000,000 shares, each with a par value of US$0.0001. The Target is principally in the business of distributing products through retail, direct selling, network marketing and e-commerce platforms.
INFORMATION ON THE TARGET. The Target (Company Registration Number 441FC of 2013-2014) is a company incorporated in Myanmar with its registered office at Olympic Hotel, National Swimming Pool Compound, U Wisara Road, Dagon Township, Yangon. The Target owns the US$400 million (phases 1 and 2 and CMA Building only) Golden City project, Myanmar’s first foreign developed luxury mixed-use development and one of the leading real estate projects in Yangon, with gross floor area of approximately 2.2 million square feet (phases 1 and 2 and CMA Building only) in the Yankin township of Yangon, Myanmar (the “Golden City Project”). As at the date hereof, the Company owns 100% of the entire issued and paid up share capital of DAS, DAS owns 70% of the entire issued and paid up share capital of UGP and UGP owns 70% of the entire issued and paid up share capital of the Target.
INFORMATION ON THE TARGET. The Target was established on 16 August 2013 as a limited liability company in the PRC. It is currently a wholly-owned subsidiary of Weichai Power and has a registered capital of RMB100,000,000. The Target is principally engaged in the research, design, sale and repair of air purification products, consultation and transfer of air purification technology, import and export trade of goods and technology permitted by the State. Set out below is the audited financial information of the Target for the two financial years ended 31 December 2020 and 31 December 2021 and the unaudited financial information of the Target for the six months ended 30 June 2022, respectively, prepared based on the generally accepted accounting principles of the PRC: Net profits before taxation 43,621,126.27 235,952,914.38 88,541,494.54 Net profits after taxation 43,295,730.98 235,338,569.54 104,665,832.89 Based on the audited financial information of the Target prepared based on the generally accepted accounting principles of the PRC, as of 31 December 2021, the audited total asset value and net asset value of the Target were RMB2,634,910,231.22 and RMB490,004,402.43, respectively. Based on the unaudited financial information of the Target prepared based on the generally accepted accounting principles of the PRC, as of 30 June 2022, the unaudited total asset value and net asset value of the Target were RMB1,797,994,943.95 and RMB533,300,133.41, respectively. Based on the valuation report in respect of the Target issued by an independent PRC valuer, the appraised net asset value of the Target as at the Valuation Reference Date was approximately RMB1,180,513,836.27. Insofar as the Company is aware, the Target was incorporated by Weichai Power, and prior to the completion of the making of the Capital Contribution, Weichai Power has been and will remain the 100% shareholder of the Target. The original cost of investment incurred by Weichai Power in respect of the incorporation of the Target was approximately RMB100 million.
INFORMATION ON THE TARGET. The Target is a limited company with the operation period from 4 January 1993 located at Xx. 000 Xxxx Xxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx, XXX with a registered capital of RMB20,000,000. Xxxx Xxxxxxx ( 陈 长 琦 ) is the legal representative of the Target. The principal activities of the Target cover the production of traditional Chinese medicine decoction pieces (including toxic pieces, direct use of pieces, processing range including cut, steam, fry, and sunburn); wholesale of Chinese medicine; general cargo; import and export of goods (except for those prohibited by national laws and administrative regulations), property services, cleaning services, technical development of pharmaceuticals (except narcotic drugs and psychotropic drugs), technical services, and wholesale and retail of auxiliary materials and additives (if the government has formulated monopoly operation over any of the abovementioned business items, the company shall comply with the relevant regulations). The Target is directly wholly owned by the Vendor. The financial position of the Target: Total Assets 108,939,500 104,776,100 Total Liabilities 53,865,700 47,167,300 Net Assets 55,073,900 57,608,900 Items 2015 From January 2016 to August 2016 Operating Revenue 90,321,300 49,497,900 Revenue (excluding the operating revenue) 41,500 763,600 Net Profit 6,753,700 2,576,700 Note:-
(1) The figures for 2015 have been audited by Xxxxxx Xxxxxxxxx Public Accountants LLP.
(2) The figures as at 31 August 2016 have been audited by Xxxxxx Xxxxxxxxx Public Accountants LLP. The Proposed Transfer will result in the changes in the consolidated financial statements of the Group, and the Company has not provided any security for the Target, and has not authorized the Target to conduct the cash management. The Target has not used the funds of the Group.
INFORMATION ON THE TARGET. The Target is a limited liability company established in the PRC. The Target is principally engaged in the production, sales and research of mechanical and electronically controlled fuel injection system. The capital structures of the Target (i) as at the date of this announcement; and
INFORMATION ON THE TARGET. The Target is a company incorporated in Hong Kong with limited liability on 19 April 2012. The Target is principally engaged in LED lighting business and is still at early stage of operation. The Target is beneficially owned as to 48% by the Vendor and 52% by two third parties independent of the Company and the connected persons of the Company. The Target is an associated company of the Company. The unaudited total asset value and net liability value of the Target as at 30 June 2012 were HK$1,000 and approximately HK$461,000 respectively. The unaudited financial information of the Target for the period from 19 April 2012 (its date of incorporation) to 30 June 2012 are set out below: Turnover Nil Net loss (before taxation and extraordinary items) 461,000 Net loss (after taxation and extraordinary items) 461,000 Upon Completion, the Group will have interest in the Target by virtue of its approximately 20.28% interest in Nitgen, which owns 100% interest in the Purchaser.
INFORMATION ON THE TARGET. The Target is a company incorporated in the Republic of Korea and principally engaged in the business of research, development and manufacturing of the super high brightness LED wafer. Immediately before the entering into of the Agreement, the Target is owned as to approximately 10.73% by the Vendor. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, each of the other shareholders of the Target and its ultimate beneficial owners is an Independent Third Party. The unaudited total asset value and net asset value of the Target as at 31 December 2013 were approximately HK$242,400,000 and HK$142,590,000 respectively. The unaudited financial information of the Target for the two years ended 31 December 2013 are set out below: Net loss (before taxation and extraordinary items) 14,380,000 22,843,000 Net loss (after taxation and extraordinary items) 14,380,000 22,843,000 Following Completion, save that the Group will have indirect interest in the Target through the Group’s interest in the Purchaser the Group will cease to have any direct interest in the Target. The principal activities of the Group consist of the marketing and distribution of electronic components, and the design, development and sale of electronic products. The Directors expect to recognise an unaudited gain of approximately HK$227,000, being the difference between the Consideration and the carrying amount attributable to the Sale Shares. The actual gain or loss as a result of the Disposal to be recorded by the Group is subject to audit and will be determined as at the date of Completion. The Directors expect that the net proceeds from the Disposal will be used as general working capital of the Group. Given that the Group’s investment in the Target did not help to improve the Group’s overall operational and financial performance as expected, the Directors consider that the Group should realise its investment in the Target. The Directors are of the view that the terms of the Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
INFORMATION ON THE TARGET. The Target (Company Registration Number 271FC/2017-2018(YGN)) is a company incorporated in Myanmar with its registered office at Olympic Hotel, National Swimming Pool Compound, U Wisara Road, Dagon Township, Yangon. The Target owns and is the developer of the Thu Kha Yadanar Residence project, a major residential development at Min Ye Xxxx Xxx Road in the Xxx Xx Taw township of Yangon, Myanmar (the “Thu Kha Yadanar Project”). The Thu Kha Yadanar Project has a site area of approximately 20,153 square metres and is due to comprise, inter alia, 652 apartment units and a club house with gross floor area of approximately 85,190 square metres. The Thu Kha Yadanar Project is the sole development of the Target Company.
