Product Business. It is currently contemplated that the product business will consist of the businesses that comprise Xperi’s product business and that comprise TiVo’s product business.
Product Business. Preamble
Product Business. The product business mainly includes the sale of denitrification catalysts and renewable catalysts. The proposed annual caps of the product business for the three years ending 31 December 2027 are determined based on the sales volume of denitrification catalysts and renewable catalysts from the Group to China Datang Group, which is expected to reach approximately 42,000 mG in 2025, an estimated average unit sale price of RMB8,700 estimated based on the average unit sale price of denitrification catalysts and renewable catalysts charged by the Group during the three years ended 31 December 2023, and an expected increase in sales revenue by approximately 1.3% to 1.4% annually in both 2026 and 2027 estimated based on an expected increase in average unit sale price due to the expected launch of high value-adding catalyst products, which are currently under development, during the three years ending 31 December 2027. The engineering business mainly includes flue gas treatment engineering, water treatment engineering and renewable energy engineering. The Group has strategically transformed the business model of its renewable energy engineering business segment from EPC contracting to focusing on design-led engineering technical services, and established the renewable energy design institute (新能源設計院) in 2023 to provide renewable energy engineering design and technical services. Therefore, a significant increase in the transaction amounts of renewable energy engineering design and technical services is expected. Also, given the influence of national policies to strengthen pollution prevention and control as well as develop circular economy, it is expected that the number of construction projects such as dust control, desulfurization and denitrification to be undertaken by the Group in the future three years will steadily increase. The proposed annual caps of the engineering business for the three years ending 31 December 2027 are determined based on the expected revenue recognition from ongoing engineering projects, which is based on their contractual progress and completion timelines, and the anticipated new contracts for engineering projects over the three years ending 31 December 2027, taking into account the Group’s growth expectations and market conditions.
Product Business. Target Company has developed a proprietary SaaS product (“SaaS Product”) and has sole rights thereto. Notwithstanding anything to the contrary contained herein, the members of the Target Company shall transfer the SaaS Product outside of the Target Company prior to the Effective Time, and the SaaS Product shall not be an asset of the Target Company at the Effective Time. Members of the Target Company and Baan Alsinawi shall grant Purchaser a first priority option to purchase (on an unencumbered, debt free basis) the SaaS Product and related business, within two (2) years from the Effective Time, for a purchase price of fair value to be mutually agreed by the parties at that time based on the fair value at the time of such purchase, which shall also take into account the funds invested by Target Company in the SaaS Product, but prior to and after the Effective Time. During these two (2) years, Target Company and its members exercising ownership rights over the SaaS Product may market, license, sell, transfer, assign, and otherwise use the SaaS Product in their sole discretion, subject to Cerberus’ first priority option to purchase.
