INFORMATION ON THE VENDORS. The information on the Vendors provided below was provided to the Company by the Vendors. In respect of such information, the Board has not conducted an independent review or verification of the accuracy and correctness of the statements and information below. The Board’s responsibility is limited to the proper extraction and reproduction herein in the context that is being disclosed in this announcement.
INFORMATION ON THE VENDORS. 2.1. China Focus is an investment holding company incorporated in the British Virgin Islands, and which is wholly-owned by Xx. Xxx Xxxxxxx. It is the legal and beneficial owner of 84.15% of the issued and paid-up share capital of the HoldCo.
INFORMATION ON THE VENDORS. MLSB MLSB was registered as a private company limited by shares on 14 June 1994 in Malaysia under the Companies Act 2016. Its present share capital is RM256,560,262.12 divided into 1,000,001 ordinary shares. Its principal activities are property development and investment. Its Directors are Pn Xxxxx Xxxxxxx xxxxx Xxxxxx, Xx Xxxxxx xxx Abdullah, Xx Xxxx xxx Xxxxxx, Xxx Xxx Xxxx’ Xxx Xxxx Xxxx (Alternate Director: Xx Xxx Xxx Xxx) and Xx Xxx Xxxx Xxx (Alternate Director: Xx Xxxx Xxxx Xxxx). Its shareholders are Sunrise Berhad which currently holds 50% + 1 share in MLSB and Mega Legacy Equity Sdn Bhd (“MLESB”), which holds 50% shareholding in MLSB. MLSB is a subsidiary of Sunrise Berhad, which in turn is a wholly-owned subsidiary of UEM Sunrise. NHSB NHSB was registered as a private company limited by shares on 6 September 1994 in Malaysia under the Companies Act 2016. Its present share capital is RM50,744,423.00 divided into 3,308,478 ordinary shares. Its principal activities are property development, land trading and investment holding. Its Directors are Dato' Xxxxxxxx Xxxxx bin Xxxxxx, Xx Xxxxxxx xxx Xx Xxxxxx and En Xxxxxxxx Xxxxxx bin Xxxx Xxxxxx. NHSB is a wholly-owned subsidiary of Bandar Nusajaya Development Sdn Bhd, which in turn is a wholly-owned subsidiary of UEM Land Berhad and in turn, wholly-owned by UEM Sunrise.
INFORMATION ON THE VENDORS. Pan-China Construction is a company incorporated in Hong Kong with limited liability and is an investment holding company. As at the date of this announcement, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, Pan-China Construction is ultimately owned as to approximately 66.6% by Ms. Xx Xxxxxxxx (何元鳳) (“Ms. Xx”), 16.7% by Xx. Xxxx Xxxxxx (肖潔嵐) (“Xx. Xxxx”) and 16.7% by Xx. Xxxx Xxxxxxx (肖潭平) (“Xx. Xxxx”). Shine Sky is a company incorporated in Hong Kong with limited liability and is an investment holding company. As at the date of this announcement, it is wholly-owned by Ms. Xx. Shenzhen Warmsun is a company established in the PRC with limited liability and is principally engaged in the business of property development and management. As at the date of this announcement, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, Shenzhen Warmsun is ultimately owned as to 41.6% by Ms. He, 24.5% by Xx. Xxxx Xxxxxxx (肖曼貞), 20.9% by Xx. Xxxx and 13% by Xx. Xxxx. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, each of Pan-China Construction, Shine Sky and Shenzhen Warmsun and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company. INFORMATION ON THE TARGET COMPANIES Target Company I Target Company I is a company incorporated in Hong Kong with limited liability and is principally engaged in property investment. The principal asset of Target Company I is Property I which is subject to a first mortgage dated 2 June 2023 entered into by Target Company I in favour of ATNT Group Management. As at the date of this announcement, Target Company I is owned as to 70% by Pan-China Construction and 30% by Shine Sky. A summary of the audited financial information of Target Company I for the two years ended 31 March 2022 and 31 March 2023 is set out below: For the year ended 31 March 2023 For the year ended 31 March 2022 HK$’000 (audited) HK$’000 (audited) Net profit before taxation 86 22 Net profit after taxation 59 22 The unaudited net liability value of Target Company I as at 30 September 2023 was approximately HK$2,573,000. Target Company II Target Company II is a company incorporated in Hong Kong with limited liability and is principally engaged in property investment. The principal asset of Target Company II is Property II which is subject to a first mortg...
INFORMATION ON THE VENDORS. Barra Topco The shareholding structure of the Vendors is shown below: Ironbridge Capital II A Pty Limited Ironbridge Capital II B Pty Limited Envirowaste Holdings NV Individual Vendors *15.44% *15.44% *59.51% *9.61% *approximate percentages Ironbridge Capital II A Pty Limited and Ironbridge Capital II B Pty Limited are limited companies incorporated under the laws of Australia, being the trustees of the Ironbridge Fund II A and Ironbridge Fund II B respectively, which are investment funds investing in leveraged buyout and expansion capital transactions, and focusing on investments in healthcare, financial services and outsourced services sector businesses in Australia and New Zealand. The beneficial holders of the Ironbridge Fund II A and Ironbridge Fund II B include Australian superannuation funds. Envirowaste Holdings NV is a company incorporated under the laws of Belgium, which is an investment holding company. The Individual Vendors are a group of individuals who work as the directors and/or management of Enviro Waste Services Limited, some of whom are the trustees of the respective trusts or entities associated with such persons. INFORMATION ON THE GROUP The principal activities of the Group are development, investment and operation of infrastructure businesses in Hong Kong, Mainland China, the United Kingdom, Australia, New Zealand and Canada.
INFORMATION ON THE VENDORS. Each of the Vendors, namely AECI, ARE and Heartland, is a company incorporated in the South Africa with limited liability. AECI is principally engaged in the development, production and supply of explosives and specialty chemicals, manufacture and sale of specialty fibres. AECI, through its subsidiaries ARE and Heartland develops and sells properties in South Africa. AECI is listed on JSE Limited, being the largest stock exchange in Africa. ARE and Heartland are both wholly-owned subsidiaries of AECI, all of whom own some of the Acquisition Assets. LISTING RULES IMPLICATIONS As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition (including the provision of the Zendai Payment Guarantee and the Net Improvement Costs Guarantee) is above 25% but less than 100%, the Acquisition constitutes a major transaction for Zendai under Chapter 14 of the Listing Rules, which is subject to the reporting, announcement and shareholders’ approval requirements. As the transactions under the Other Definitive Agreements are of revenue nature and are conducted in the ordinary course of business of the Company, the transactions under the Other Definitive Agreements should be exempt from the requirements of Chapter 14 of the Listing Rules pursuant to Rule 14.04(1)(g) of the Listing Rules. In the event that the entering into of the Other Definitive Agreements constitute notifiable transactions under Chapter 14 of the Listing Rules, further announcements will be issued by Zendai as and when appropriate in accordance with the Listing Rules’ requirements. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, none of the Shareholders has a material interest in the Framework Agreement and the transactions contemplated thereunder. No Shareholder is required to abstain from voting on the resolution to approve the Framework Agreement and the transactions contemplated thereunder at the SGM. Xx. Xxx, being the executive Director, the Chairman of Zendai and the controlling Shareholder, has given the Irrevocable Undertaking to AECI pursuant to which Xx. Xxx, together with his associates who directly or indirectly are interested in approximately 38.67% of the total issued share capital of Zendai, will vote such Shares in favour of all resolutions to approve the Framework Agreement and the transactions contemplated thereunder at the SGM. A circular containing, amon...
INFORMATION ON THE VENDORS. The Officeholders were appointed as the joint-receivers and joint-administrators of the Vendors, by the National Asset Management Agency of Ireland and Lloyds Banking Group to manage the disposal of the Property held by the Vendors.
INFORMATION ON THE VENDORS. To the best of the knowledge of the Directors, the Vendors are Independent Third Parties. Xx. Xxxx is the founder of the Kunming Eye Hospital and has more than 20 years of practicing experience as physician in the PRC. Since the establishment of the Kunming Eye Hospital, Xx. Xxxx has acted as the hospital chairman. Xx. Xxxx has been granted by the State Council of the PRC government “China 100 Overseas Chinese Excellent Professionals in Business Ventures ( 中 國 百 名 華 僑 華 人 專 業 人 士 傑 出 創 業 獎)”. Prior to establishing the Kunming Eye Hospital, Xx. Xxxx previously worked for another eye hospital in Kunming and led the hospital to be the first eye hospital in Yunnan Province with internationally recognised eye treatment equipment and technology. Xx. Xxxx has treated more than 30,000 patients during her practice and is experience in treating cataract, corneal diseases, glaucoma, vitreoretinal and macular diseases. Xx. Xxx is a business man and a minority shareholder of Kunming Eye Hospital.
