INFORMATION ON THE TARGET GROUP. The Target Company
INFORMATION ON THE TARGET GROUP. The following diagram illustrates the shareholding structure of the Target Company as at the date of this announcement: The Company (Cayman Islands) 100% Shengli (BVI) Ltd. (British Virgin Islands) 100% China Petro Equipment Holdings Pte. (the Republic of Singapore) 100% The Target Company (PRC) Xiangtan Steel (PRC) Xxxxxxxx Xxxxxxx (PRC) The Target Company is a company established in the PRC with limited liability. It is principally engaged in the production and sales of submerged-arc longitudinal welded pipes, submerged-arc helical welded pipes and bend pipes of different specifications as well as pipes anti-corrosion processing business in the PRC. As at the date of this announcement, the Target Company is an indirectly non wholly-owned subsidiary of the Company, which is owned as to 56.9% and 43.1% by Xxxxxxxx Xxxxxxx and Xiangtan Steel, respectively. 湖南瑞勝檢測技術有限責任公司 (Xxxxx Xxxxxxxx Testing Technology Co., Ltd.*), a wholly-owned subsidiary of the Target Company as at the date of this announcement, is established in the PRC with limited liability. It is principally engaged in carrying out non-destructive testing as well as physical and chemical inspection of, among others, metal materials, special equipment, steel pipes, steel structural components and mechanical equipment, as well as research and development of non-destructive testing technologies. Set out below is the audited financial information of the Target Group for each of the two financial years ended 31 December 2019 and 2020 which were prepared in accordance with the International Financial Reporting Standards: For the year ended 31 December 2019 For the year ended 31 December 2020 RMB’000 RMB’000 Revenue 536,796 414,540 Net loss before taxation 65,730 101,264 Net loss after taxation 68,317 101,264 As at 30 June 2021, the audited net liabilities value of the Target Group was approximately RMB17.8 million. As at the date of this announcement, the Target Company is owned as to 56.9% and 43.1% by Xxxxxxxx Xxxxxxx and Xiangtan Steel, respectively. Upon the Completion, the Target Company will be owned as to 48.0% and 52.0% by Xxxxxxxx Xxxxxxx and Xiangtan Steel, respectively and the total registered capital of the Target Company will be increased from RMB464,000,000 to RMB500,000,000. As a result of the foregoing, the Target Company will cease to be a subsidiary of the Company and the financial results of the Target Group will no longer be consolidated into the financial statements of the Group. Up...
INFORMATION ON THE TARGET GROUP. As at the date of this announcement, the Target is 100% owned by the Existing Target Shareholder. On 6 February 2015, the Vendor entered into a sale and purchase agreement with the Existing Target Shareholder in respect of the 98% Acquisition pursuant to which the Vendor has agreed to acquire 98 Target Shares, representing 98% of the issued share capital of the Target, from the Existing Target Shareholder. Completion of the 98% Acquisition has not yet taken place as at the date of this announcement. Pursuant to the SP Agreement, Completion shall take place simultaneously with the completion of the 98% Acquisition or immediately thereafter. The Target is a company incorporated in the BVI with limited liability and is an investment holding company. The Target owns the entire issued share capital of HK Huayao, a company incorporated in Hong Kong with limited liability and is an investment holding company. HK Huayao owns the entire equity interests in Hangzhou Renji which in turn owns the entire equity interests in Hangzhou Shengkang and Hangzhou Shuke. Hangzhou Renji, Hangzhou Shengkang and Hangzhou Shuke are limited liability companies established in the PRC. The Target Group is principally engaged in operating (i) a rehabilitation-oriented hospital in Hangzhou which mainly provides services relating to rehabilitation care, traditional Chinese orthopaedics and Western medial orthopaedics; and (ii) an outpatient medical clinic in Hangzhou which provides traditional Chinese medical care, Western internal medicine healthcare and quality dental care services. The unaudited consolidated net profit of the Target Group for the two years ended 31 December 2013 and 2014 were as follows: Net profit (before taxation) 300,000 (equivalent to approximately HK$372,000) 5,619,000 (equivalent to approximately HK$6,967,560) Net profit (after taxation) 186,000 (equivalent to approximately HK$230,640) 4,735,000 (equivalent to approximately HK$5,871,400) The unaudited consolidated total asset value and the net asset value of the Target Group as at 31 December 2014 were approximately RMB69,074,000 (equivalent to approximately HK$85,651,760) and approximately RMB39,864,000 (equivalent to approximately HK$49,431,360) respectively.
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. Following the completion of the restructuring exercise to be undertaken by the Vendors in connection with the Proposed Acquisition (the “Vendor Restructuring Exercise”), it is envisaged that the Target Company will be the sole shareholder of the companies (collectively, the “Target Group”) which holds the Australia Project, Botswana Projects, Nigeria Project, Tajikistan Project and Xinjiang Projects (all as defined below). Please refer to Appendix 1 for the group structure of the Target Group. With the inclusion of the Botswana Projects, the Target Group is now in the business of exploration and mining of minerals and resources, including but not limited to iron ore, columbite, tin, copper and coal. Columbite is a ferro-manganese oxide mineral of niobium and a source of ferro-niobium.
INFORMATION ON THE TARGET GROUP. Information on the Target Company Information on the Operating Companies No. Name Date of establishment Principal businesses
INFORMATION ON THE TARGET GROUP. The Group’s heat energy supply business in Tianjin, the PRC is currently conducted by the Target Group.
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 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).
INFORMATION ON THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company. As at the date of this announcement, the Target Company held 62.5%, 62.5% and 51% of the equity interests in Zunxiao Company, Kuanping Company and Tangcheng Company, respectively. The Target Group is principally engaged in the construction of the Zunxiao Railway and it will operate the railway upon completion of the construction. The Zunxiao Railway is a single-track railway with a planned total length of approximately 121.7 kilometres and 12 stations connecting two major municipalities, namely Tangshan City (唐山市) and Chengde City (承德市), in the Hebei Province (河北省), the PRC. Zunxiao Railway comprises three sections namely: • Pingquan section ( 平 泉 段 ), which was being constructed and operated by Kuanping Company; • Kuancheng section (寬城段), which was being constructed and operated by Zunxiao Company; and • Tangshan section ( 唐 山 段 ), which was being constructed and operated by Tangcheng Company, and each of Pingquan section, Kuancheng section and Tangshan section of the Zunxiao Railway is further divided into sub-sections with intervening stations. As disclosed in the Possible Restructuring Announcement, on 29 January 2019, the Board received a report from the Target Company enclosing a copy of an urgent letter of request (the “Letter of Request”) jointly issued by the Railway Companies requesting the Target Company to pay in February 2019 the proportional contribution to the anticipated increase of the respective registered capital of the Railway Companies in an aggregate amount of RMB417 million. Since the acquisition of the Zunxiao Railway and up to the date of this announcement, no revenue has ever been generated from the Zunxiao Railway. It is uncertain as to whether and when the construction of the Zunxiao Railway will be completed and when the Zunxiao Railway can commence operation. There is no timetable as to when revenue will be generated from the Zunxiao Railway. Set out below is the shareholding structure of the Target Group as at the date of this announcement: 100% (indirect interests) 100% 62.5% 62.5% 51% Tangcheng Company Kuanping Company Zunxiao Company mpany Target Co Shipping and Logistics Business endor The V The Company Set out below is the simplified shareholding structure of the Remaining Group immediately after the Completion: The Company 100% (indirect interests) The Vendor Shipping and Logistics ...
