INFORMATION ON THE TARGET GROUP. The Target Company is a limited company incorporated under the laws of the British Virgin Islands which is directly wholly-owned by the Company. According to the Disposal Agreement, the Company will carry out the Reorganisation to transfer (i) the equity interests in all project companies subject to the Disposal and (ii) the balance of receivable from a PRC local government amounting to RMB152 million to the Target Company. Following the completion of the Reorganisation, the Target Group will consist of seven project companies namely Beijing Tianlun, Coastal Wuhan, Foshan Harmonious, Shenyang Coastal, Shenyang Zhongguang, Tianjin Harmonious and Wuhan Zhisheng which are currently undertaking property projects for sale and under development. Beijing Tianlun is a company established in the PRC with limited liability. The principal business of Beijing Tianlun is property investment. Beijing Tianlun is currently undertaking a project to develop office building in Chaoyang District. Coastal Wuhan is a company established in the PRC with limited liability. The principal business of Coastal Wuhan is property development. Coastal Wuhan is currently undertaking a residential property project in Dongxihu District. Foshan Harmonious is a company established in the PRC with limited liability. The principal business of Xxxxxx Xxxxxxxxxx is property development. Xxxxxx Xxxxxxxxxx is currently undertaking a commercial property project in Chancheng District. Shenyang Coastal is a company established in the PRC with limited liability. The principal business of Shenyang Coastal is property development. Shenyang Coastal is currently undertaking a hotel project in Hunnan New District. Shenyang Zhongguang is a company established in the PRC with limited liability. The principal business of Xxxxxxxx Xxxxxxxxxx is property development. Xxxxxxxx Xxxxxxxxxx is currently undertaking a mixed use project in Sujiatun District. Tianjin Harmonious is a company established in the PRC with limited liability. The principal business of Xxxxxxx Xxxxxxxxxx is property development. Tianjin Harmonious is currently undertaking a primary land development project in Beichen District. Wuhan Zhisheng is a company established in the PRC with limited liability. The principal business of Wuhan Zhisheng is property development. Wuhan Zhisheng is currently undertaking a commercial property project in Jianghan District. Shareholding structure of the Target Group and the Company after Reorganisation and imm...
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in BVI with limited liability and is authorised to issue a maximum of 50,000 ordinary shares of US$1 each, of which 1 ordinary share has been issued and fully paid-up. The Target Company is an investment holding company and its major asset is the entire equity interest in the Subsidiary. The Subsidiary is a company incorporated in Hong Kong with limited liability with the total amount of paid-up share capital of HK$100. The Subsidiary is principally engaged in the business of trading of gold and diamond. Set out below are financial information of the Subsidiary for the financial years ended 31 December 2013 and 2014 as prepared in accordance with the HKFRS: For the financial year ended 31 December 2013 (audited) 2014 (audited) Net profit/(loss) before taxation and extraordinary items HK$(90,578) HK$270,270 Net profit/(loss) after taxation and extraordinary items HK$(90,578) HK$225,676 The net assets of the Subsidiary as at 30 June 2015 according to its unaudited management accounts were approximately HK$1,120,000.
INFORMATION ON THE TARGET GROUP. The Target is an investment holding company incorporated in the British Virgin Islands. The shareholders of the Target are the Vendors, namely World Forum and Gold Paradise, which each own 50% of the issued and paid-up share capital of the Target. The Target Group comprise the Target and its wholly-owned subsidiaries, namely (i) Xxxxxx Xxxx Holding Limited (长国集团有限公司), an investment holding company incorporated in Hong Kong; (ii) Xxxxx Sha Jiu Cheng Inspection Co. Ltd. (长沙九成监测管理有限公司) (“PRC Subsidiary 1”); and (iii) Hunan Chudi Hengda Testing Co., Ltd. (湖南楚地恒大监测有限公司) (together with PRC Subsidiary 1, to be referred to as the “PRC Subsidiaries”). The PRC Subsidiaries, established in the People’s Republic of China (“PRC”) and based in Changsha, Hunan Province, the PRC, are principally engaged in providing third party testing and inspection services in the PRC. The services provided include, but are not limited to, foundation inspection, construction material inspection, structural inspection and road and bridges inspection. Based on the Target Group’s audited consolidated financial statements for the financial year ended 31 December 2017 (“FY2017”):
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in the British Virgin Islands on 26 April 2016 and is an investment holding company. To the best knowledge and belief of the Board, subject to the due diligence to be conducted, the Target Group consists of, inter alia, the PRC Company and its subsidiaries, which are the major operating subsidiaries of the Target Group. The Target Group is principally engaged in the manufacture, distribution, trading and sale of proprietary Chinese medicines, chemical raw materials, biochemical products, chemical medicine preparation and health food and other related business. In respect of manufacturing, the Target Group develops, manufactures and sells own-branded pharmaceutical products under the brands of “沙”, “山迪”, “瑞特”, “拓欣”, “國樂” and “仁濟堂”. The production facilities of the Target Group are located in Anhui and Ningxia, the PRC. The production plants, which had obtained the Good Manufacturing Practice certification, were built on land properties owned by the Target Group for the manufacturing of around 55 types of pharmaceutical products. A logistics centre was established by the Target Group, which is well-equipped with cold chain and temperature-controlled systems for storing different kinds of products. The management of the logistics centre has obtained Good Supply Practice certification and the logistics centre serves to support the distribution of products of the Target Group in its vast sales network. The Target Group has effective and efficient medical sales network with strong sales capabilities. The Target Group distributes its own-branded and other brands of pharmaceutical products and health food across PRC with a focus in Anhui, Jiangsu, Shandong and Henan provinces. The sales network of the Target Group consists of pharmacies, hospitals and pharmaceutical trading companies. The sales network can penetrate into around 20,000 pharmacies, over 2,200 second and third tier hospitals in various cities and even stretch to include medical organizations in community level and rural areas. Out of the 2,400 hospitals, there are several specialist hospitals which include but not limited to 18 ophthalmic hospitals, 17 anorectal hospitals and 1 stomatological hospital. The Target Group also distributes the products online and organise exhibitions regularly to attract sales. Based on the information provided by the Vendor, set out below is a summary of the consolidated financial information of the Target Group for the perio...
INFORMATION ON THE TARGET GROUP. The Target was incorporated in the British Virgin Islands on 20 September 2011 and is principally engaged in investment holding. The Target Subsidiary was incorporated in Hong Kong on 20 February 2004 and is principally engaged in property holding. After Reorganisation, the Target Subsidiary will become a wholly owned subsidiary of the Target. The principal asset of the Target Subsidiary is its interest in the Property. To the best knowledge and belief of the Directors, the Property is a commercial property located in Tuen Mun, Hong Kong with the total gross floor area of approximately 18,294 sq. feet. The Target has not commenced any business operations since its incorporation and recorded no loss and profit since its incorporation up to the date hereof. Set out below is a summary of key financial data of the Target Subsidiary, which has been prepared based on the generally accepted accounting principles in Hong Kong. For the year ended 31 December For the year ended 31 December 2011 2010 HK$ (unaudited) HK$ (audited) Results Turnover – 1,140,000 Loss before and after tax 1,153,693 49,205 As at As at 31 December 31 December 2011 2010 HK$ (unaudited) HK$ (audited) Assets and liabilities Total assets 23,971,139 24,624,688 Net assets/(liabilities) (3,103,487) (1,949,794) REASONS FOR THE ACQUISITION The Group is principally engaged in investment holding in the PRC and business of coal trading business between the PRC and Indonesia respectively. Reference is made to the Company’s circular dated 18 April 2012. The Group has completed the disposal of an office unit in the Xinjiang, PRC for a consideration of HK$15,740,000 as the Directors (including the independent non-executive Directors) considered that it was a good opportunity for the Group to realize the said property investment in light of the downturn of the property market in the PRC as a result of the control and regulatory measures against the property market by the PRC government. The Property is located in Hong Kong and will generate steady rental income (reference is made to the Condition that the Tenancy Agreement will be entered into in the forms and substance acceptable to Star International before Completion). The Directors consider that there is a higher profit potential for quality properties in Hong Kong and taking into account the fair value of the Property, the rental income that it is enabled to generate and potential capital appreciation of the Property, the Directors (including the indep...
INFORMATION ON THE TARGET GROUP. The information in this section relating to the Target Group and Vendor is based on information provided by and/or representations made by the Vendor. The Directors have not conducted an independent review or verification of the accuracy of the statements and information below. As the date of this announcement, the Target is a private company limited by shares incorporated in Singapore on 16 March 2011 with an issued and paid-up share capital of US$910,001 comprising 910,001 ordinary shares (the “Sale Shares”). The Vendor is the sole shareholder of the Target. The Target owns the entire issued and paid-up share capital of Tengri Petrochemicals LLC ("Tengri Petrochemicals"), and Tengri Petrochemicals in turn owns the entire issued and paid- up share capital of Tsaidam Energy LLC ("Tsaidam Energy"). Both Tengri Petrochemicals and Tsaidam Energy are the operating entities of the Target Group. Tengri Petrochemicals is a limited liability company incorporated in Mongolia and holds mining licences to mine coal deposits in Bayan Soum, Tuv province, Mongolia which were issued by the Mineral Resource Authority of Mongolia (“Target Concessions”). Tsaidam Energy is a limited liability company incorporated in Mongolia and holds licences for the construction of power plants and energy facilities in Mongolia (the “Licences”).
INFORMATION ON THE TARGET GROUP. The Target Company is incorporated in the Cayman Islands and is listed on the main board of the Stock Exchange. It is an air freight solution provider which is principally engaged in purchasing air cargo space from airlines and/or integrated carriers and on-selling such space to its customers. Set out below is the audited consolidated financial information of the Target Group for the two financial years ended 31 December 2013 and 2014, which is extracted from the annual reports of the Target Company for the two financial years ended 31 December 2013 and 2014 and the unaudited financial information of the Target Group for the six months period ended 30 June 2015, which is extracted from the interim report of the Target Company for the six months ended 30 June 2015: Year ended 31 December Year ended 31 December Six months ended 30 June 2013 (audited) 2014 (audited) 2015 (unaudited) HK$’000 RMB’000 HK$’000 Profit/(loss) before taxation 111,086 22,834 (18,736) Profit/(loss) after taxation 92,706 12,883 (19,594) Net assets/(liabilities) 300,138 59,545 40,833 REASONS FOR AND BENEFIT OF THE ACQUISITION The Company, through its subsidiaries, is principally engaged in the provision of medical care, health care and geriatric care related services and products. Having considered that the sports industry in the PRC is a sunrise industry and is inter-related to the Group’s existing business, the Board intends to develop a new segment of provision of sports related services and products (the “New Business”). To maximize the return to the Shareholders, the Company intends to develop the New Business through a listed company, which can: (i) ensure a good corporate governance is imposed along its business development; (ii) capitalize on a wider choice of fund raising ways available in the capital market; and (iii) easier retention of management expertise in a listed company. After Completion, the Company will play the role as the single largest shareholder in the Target Company to lead the development of the Target Company. Based on the foregoing, the Directors consider that the Acquisition is entered into on normal commercial terms, and the terms of which are fair and reasonable and in the interests of the Company and its shareholders as a whole.
INFORMATION ON THE TARGET GROUP. Target Company The Target Company is a limited company incorporated under the laws of the British Virgin Islands on 9 July 2007 and it directly and indirectly holds the entire issued share capital of Great Wall.
INFORMATION ON THE TARGET GROUP. The Target Company, through Chengdu Fuhui, its indirect wholly-owned subsidiary, owns certain rights, title and interests in the Logistics Investments and the Logistics Debt. Logistics Investments Prior to the date of this announcement, Xxxxxxx Xxxxx, Xx. Xxxxx and Yuancheng Logistics entered into agreements (as supplemented from time to time) (the “Investment Agreement”) in relation to a possible acquisition of a majority stake in Yuancheng Logistics or the major businesses of Yuancheng Logistics by Xxxxxxx Xxxxx. A deposit in the total sum of RMB170,000,000 had been paid by Xxxxxxx Xxxxx under the Investment Agreement. As at the date of this announcement, the aforesaid investment in Yuancheng Logistics (the “Logistics Investments”) has not materialized and the deposit paid thereunder has not been returned or repaid. Logistics Debt Prior to the date of this announcement, Xxxxxxx Xxxxx (as lender) granted to Yuancheng Logistics (as borrower) a secured loan facility in the aggregate principal amount of RMB150,000,000 pursuant to the terms of the loan agreements (as supplemented from time to time) entered into between Xxxxxxx Xxxxx and Yuancheng Logistics (the “Loan Agreements”). As at the date of this announcement, the outstanding loans advanced by Xxxxxxx Xxxxx and the interests accrued thereon (collectively, the “Logistics Debt”) have not been returned or repaid. To the best of the knowledge of the Directors, Yuancheng Logistics is a sizeable logistics services provider in the PRC. Its principal business activities are the provision of logistics and express delivery services and the development and operation of logistics parks in the PRC. To the best of the knowledge of the Directors, Yuancheng Logistics and the ultimate beneficial owners of Yuancheng Logistics are third parties independent of and not connected with the Company and connected persons of the Company. REASONS FOR THE ACQUISITION The Company is an investment holding company and its subsidiaries are principally engaged in the investments in the sports and entertainment-related industry in the PRC with focus in air dome construction, operation and management; as well as rendering air freight logistics services in the wholesale market. As disclosed in the interim report of the Company for the six months ended 30 June 2019, in respect of the Group’s logistics business, the Group will continue to explore potential business opportunities in other markets in the near future. The Directors believe th...
INFORMATION ON THE TARGET GROUP. The Target is a company incorporated in the Cayman Islands with limited liability and is wholly- owned by the Company. The Target is principally engaged in investment holding. Business Hunter is a company incorporated in the BVI with limited liability and wholly-owned by the Target. Business Hunter is principally engaged in investment holding and is the legal and beneficial owner of the entire issued share capital of China Gogreen Energy, a company incorporated in Hong Kong with limited liability. China Gogreen Energy is principally engaged in investment holding. Henan Gogreen Energy is a sino-foreign equity joint venture established in the PRC on 20 January 2010 and is legally and beneficially owned as to 65% by China Gogreen Energy with the remaining 35% owned by Zhengzhou High-Tech, which is a state-owned enterprise established in the PRC by the Administration Committee of Zhengzhou High and New Technology Industries Development Zone and controlled by the Zhengzhou Municipal People’s Government, Henan Province, the PRC, being an Independent Third Party. Before the formation of Henan Gogreen Energy, Zhengzhou High-Tech has no business and/or other relationship with the Company. As at the date of this announcement, the total investment contributed by the Company and Zhengzhou High-Tech is approximately HK$390.3 million and HK$192.2 million respectively. Prior to the cessation of production activity in the first half of 2012, Henan Gogreen Energy was principally engaged in the a-Si Thin-Film Solar PV Business. According to the sino-foreign equity joint venture contract in relation to Henan Gogreen Energy entered into between China Gogreen Energy and Zhengzhou High-Tech dated 16 December 2009, China Gogreen Energy is principally responsible for (i) managing the operation of the a-Si Thin-Film Solar PV Business; (ii) providing technical and management expertise to oversee the operation of Henan Gogreen Energy; and (iii) procuring the trial production of the first phase of the development of a-Si Thin-Film Solar PV Business by Xxxxx Xxxxxxx Energy to be completed in August 2010, while Zhengzhou High-Tech was principally responsible for (i) coordinating with various PRC governmental authorities in relation to the construction of the production facilities; (ii) providing land and buildings for use of Henan Gogreen Energy; (iii) coordinating with the relevant PRC governmental authorities to provide subsidies in respect of the finance expenses incurred by Henan G...
