INFORMATION ON THE TARGET GROUP. The Target Company
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Company. The principal business activity of the Target Company is investment holding and subsidiaries of the Target Company principally engage in the provision of elderly care services. The following sets forth a summary of the unaudited consolidated financial information of the Target Group for each of the two financial years ended 31 December 2014 and 2015:– For the year ended For the year ended Profit (loss) before taxation (11,839) 2,485 Profit (loss) after taxation (11,884) 2,485 As at 31 December 2015, the unaudited consolidated net asset value of the Target Group was approximately HK$7,726,000.
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...
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 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$100. The Subsidiary is principally engaged in the business of trading of gold and diamond. Set out below are financial information of the Subsidiary for the financial years ended 31 December 2013 and 2014 as prepared in accordance with the HKFRS: Net profit/(loss) before taxation and extraordinary items HK$(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 Company is a limited liability company established in the PRC in August 2002. The Target Company is principally engaged in the business of investment holding. The Target Company owns the entire equity interests of GOME Logistics, which in turn holds the entire equity interests in Anxun Logistics. The simplified shareholding structure of the Target Group before and after the Acquisition is set out below: 100% 99% 1% the Target Company xxxx Xxxxxxxxxxxx the Vendor GOME Logistics Anxun Logistics 11 subsidiaries 100% 79.5% 1% the Target Company xxxx Xxxxxxxxxxxx the Vendor the Company (either directly or through a designated subsidiary) 50.26% GOME Logistics Anxun Logistics 11 subsidiaries Anxun Logistics has 11 wholly-owned subsidiaries and is a nationwide integrated logistics service provider. Its main business is warehouse management, trunk transportation, integrated home delivery and installation, and after-sales services. It is a leading domestic supply chain service expert, providing customers with one-stop integrated logistics solutions for large household appliances, home decoration, household products, sports equipment, 3C, FMCG, etc. Anxun Logistics’ services covers 31 provincial-level administrative regions, more than 700 prefecture-level cities and more than 2,800 districts and counties, and has no blind spots for more than 45,000 fourth-tier townships across the country. Set out below is the audited consolidated financial information of the Target Company for the two financial years ended 31 December 2017 and 2018 prepared in accordance with the PRC Accounting Standards for Business Enterprises: Profit before tax 49.18 23.43 Profit after tax 42.41 19.31 As at 31 December 2018, the consolidated net assets value of the Target Company was approximately RMB191.90 million. Upon Completion, the Company will own 19.5% of the equity interests in the Target Company. The Target Company will be treated as an investment of the Company and the results of the Target Group will not be consolidated with the accounts of the Group. Upon Completion, the Vendor shall procure Anxun Logistics to appoint a nominee of the Company to the 5-member board of directors of Anxun Logistics.
INFORMATION ON THE TARGET GROUP. Before the Acquisition After the Acquisition Note 1: The Target originally held 15% of the total issued share capital of Shanghai Xinhua Motion and on 23 December 2013 entered into a sale and purchase agreement to purchase an additional 40% equity interest of Shanghai Xinhua Motion. The Target only consolidated the financial results of Shanghai Xinhua Motion effective from January 2014 upon the completion of such purchase of the additional 40% equity interest, and therefore the consolidated results of the Target Group did not include the results of Shanghai Xinhua Motion for the two years ended 31 December 2012 and 31 December 2013.
INFORMATION ON THE TARGET GROUP. The Target Company is a limited liability company incorporated under the laws of the British Virgin Islands in which the Company owns approximately 29.997% (which is less than 30%) interest through the Vendor. The Target Company is an investment holding company. The Target Group is principally engaged in the business of development of bio-pharmaceutical and regenerative medicine system and products. Set out below are the unaudited consolidated financial information of the Target Group as prepared in accordance with Hong Kong Financial Reporting Standards for the two financial years ended 31 December 2016 and 2017: For the year ended 31 December For the year ended 31 December Turnover 57,044 88,942 Net loss before taxation (88,298) (143,455) Net loss after taxation (88,298) (143,455) According to the unaudited consolidated financial information of the Target Group, the Target Group recorded an unaudited net liabilities of approximately HK$285,813,000 as at 30 June 2018. According to the interim report of the Group for the six months ended 30 June 2018, there is no carrying value of the Group’s investment in the Target Group as at 30 June 2018.
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in PRC with limited liability and is principally engaged in the logistics management and distribution of the pharmaceutical products and medical devices in the Beijing-Tianjin-Hebei region of PRC. The Target Company possesses the qualification to engage in online sale of pharmaceutical products with other enterprises. The Subsidiary is a company incorporated in PRC with limited liability and is principally engaged in the operation of pharmacy retail chain stores in Hebei Province, PRC. Our Group has entered the broad healthcare market of PRC via the acquisition of Xinan Investments Limited and its subsidiaries in July 2016. The future business development direction for our Group’s medical segment will focus on expansion of our medical-related services in the Beijing-Tianjin-Hebei region including hospital management, introduction of specialist out-patient services, logistics management and distribution of pharmaceutical products and medical devices, etc. Our Group plans to enter into the logistics management and distribution of pharmaceutical products and medical devices market via acquisition of the Target Company, and intends to adopt measures such as being the sole pharmaceutical products supplier of our downstream hospital management network, in order to enhance overall operation efficiency. Our Group also intends to leverage on the Target Company’s qualification to engage in online sale of pharmaceutical products and the Subsidiary’s retail chain network in pharmacy, to expand the scale of our business in logistics management and distribution of pharmaceutical products and medical devices. Our Directors consider that the Potential Acquisition is in line with the strategy of business transformation and would assist our Group to achieve diversification of business. Further, the sustained and stable business of the Target Company may provide our Group with an additional source of revenue and stable cash flow. Accordingly, the Board considers that the MOU and the Potential Acquisition are in the interest of our Company and our Shareholders as a whole.
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong and is wholly and beneficially owned by the Vendor. The principal asset of the Target Company is the 65% equity interests in Beijing Caiyingle. According to the audited financial statements of the Target Company for the period from 7 September 2010 (date of incorporation) to 31 December 2011, the audited loss (both before and after taxation and extraordinary items) of the Target Company was approximately HK$9.3 million. The audited net liabilities of the Target Company as at 31 December 2011 amounted to approximately HK$9.3 million. Beijing Caiyingle is a company established under the PRC laws on 18 July 2008. As at the date of this announcement, Beijing Caiyingle was owned as to 65% by the Target Company and 35% by an independent third party. It is principally engaged in the provision of technology development, logistic services and distribution management services for lottery sales system. According to the unaudited financial statements of Beijing Caiyingle prepared under generally accepted accounting practices and principles in the PRC, the unaudited loss (both before and after taxation and extraordinary items) for the year ended 31 December 2010 was approximately RMB4.2 million (equivalent to approximately HK$5.1 million). According to the audited financial statements of Beijing Caiyingle prepared under generally accepted accounting practices and principles in the PRC, the audited loss (both before and after taxation and extraordinary items) of Beijing Caiyingle for the year ended 31 December 2011 was approximately RMB1.2 million (equivalent to approximately HK$1.7 million). The unaudited net asset value of Beijing Caiyingle as at 31 July 2012 was approximately RMB0.9 million (equivalent to approximately HK$1.1 million).
