Profit Guarantee. 9.1 In consideration of the Purchaser’s agreement to enter into this Agreement, the Vendor hereby irrevocably and unconditionally guarantees to the Purchaser that the aggregate net profit after taxation but before extraordinary items of the Group (the “Net Profit”) for the twelve months ending 31 December 2006 as shown in the audited consolidated financial statements of the Group ending such date shall not be less than HK$15,000,000 (the “Guaranteed Net Profit”). If the Net Profit is less than the Guaranteed Net Profit, then the Vendor shall pay to the Purchaser in cash within fourteen (14) calendar days after the delivery of the audited consolidated financial statements of the Group aforesaid an amount calculated as follows: Amount payable to the Purchaser = (Guaranteed Net Profit - Net Profit) x 7.7 x 26% PROVIDED THAT the aforesaid amount shall be rounded up to the nearest whole dollar.
9.2 The Vendor undertakes to procure that the audited consolidated financial statements of the Group shall be prepared by the Company and audited by the Independent Accountants in accordance with the generally acceptable accounting practice, standards and principles of Hong Kong in respect of the twelve months referred to in Clause 9.1, together with any notes, reports or statements included therein or annexed thereto, a copy of which shall be delivered to the Purchaser for review by not later than two (2) months following the balance sheet date of the relevant period.
Profit Guarantee. (a) The Mittric Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be not less than RM2,400,000, subject to not more than 10% deviation (i.e. a sum of not less than RM2,160,000).
(b) As a security for the performance by the Mittric Vendors in respect of the profit guarantee obligations mentioned under paragraph (a) above, the Mittric Vendors shall, within one business day after the issuance of the Consideration Shares, deposit 9,000,000 Consideration Shares (which shall have a minimum value based on the issue price of RM0.24 per Consideration Share equivalent to RM2,160,000), in the respective proportions and amounts set out in Section 2.3 of this announcement, with a trustee.
(c) The parties agree that for the purpose of determining the audited profit before tax of Mittric for the FYE 31 December 2019, the Mittric’s balance sheets and profit and loss accounts for FYE 31 December 2019 (made for the period commencing on 1 January 2019 and ending on 31 December 2019) (“Mittric Guaranteed Financial Year Accounts”) which shall be prepared and determined in accordance with and in compliance with the Malaysian Financial Reporting Standards (MFRS) and not the Malaysian Private Entities Reporting Standard (MPERS) shall be used. Mikro shall procure and cause the auditors of Mikro to complete their audit in respect of the accounts of Mittric not later than 4 months from the last day of FYE 31 December 2019 and the audited profit before tax reported by the auditors of Mikro and approved by the Board (“Audited Accounts Approval Date”) shall, in the absence of manifest error, be conclusive, final and binding and shall not, for the avoidance of doubt, require the prior approval of the shareholders of Mikro or Mittric in general meeting. (d) In the event that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be RM2,160,000 or more, Mikro shall notify the trustee within 14 business days after the relevant Audited Accounts Approval Date and the trustee shall as soon as practicable thereafter release and transfer to the Mittric Vendors, all the Pledged Shares (being the Consideration Shares of Mittric Vendors which are pledged to the trustee for the purpose of the Profit Guarantee) and cash dividend/distribution then held by or deposited with the trustee. In the event the audited profit before tax of Mittric for the FYE 31 December 2019 ...
Profit Guarantee. 7.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Sale Shares, and as part of the inducement to the Purchaser entering into this Agreement, the Vendors jointly and severally covenant with and undertake to the Purchaser that the Group PXX for the three consecutive financial years following the Completion Date shall be as follows:
(a) the Group PXX for the 1st financial year of the Designated PRC Company, commencing from 1 January 2006 and ending on 31 December 2006 (the “Group PXX Year 1”) shall not be less than US$4.5 million. If the Group PXX Year 1 for the aforesaid period is less than US$4.5 million, then the Vendors shall jointly elect either to:
(i) pay to the Purchaser an amount equal to the shortfall between the sum of US$4.5 million and the Group PXX Year 1, in such currency as shall be determined by the Purchaser; or
(ii) forfeit all their entitlement to the issue of the Tranche 1 Consideration Shares under Clause 4.1;
(b) the Group PXX for the 2nd financial year of the Designated PRC Company following the Completion Date, commencing on 1 January 2007 and ending on 31 December 2007 (the “Group PXX Year 2”) shall not be less than US$5 million. If the Group PXX Year 2 for the aforesaid period is less than US$5 million, then the Vendors shall jointly elect either to:
(i) pay to the Purchaser an amount equal to the shortfall between the sum of US$5 million and the Group PXX Year 2, in such currency as shall be determined by the Purchaser; or
(ii) forfeit all their entitlement to the issue of the Tranche 2 Consideration Shares under Clause 4.1; and
(c) the Group PXX for the 3rd financial year of the Designated PRC Company following the Completion Date, commencing on 1 January 2008 and ending on 31 December 2008 (the “Group PXX Year 3”) shall not be less than US$5.5 million. If the Group PXX Year 3 for the aforesaid period is less than US$5.5 million, then the Vendors shall jointly elect either to:
(i) pay to the Purchaser an amount equal to the shortfall between the sum of US$5.5 million and the Group PXX Year 3, in such currency as shall be determined by the Purchaser; or
(ii) forfeit all their entitlements to the issue of the Tranche 3 Consideration Shares under Clause 4.1, and for the avoidance of doubt, all the Vendors shall only be entitled to make one election collectively amongst themselves under Clause 7.1 (a), (b) and (c) above, and for these purposes the Vendors agree that Mx Xxxx Qi shall b...
Profit Guarantee. 6.1 Each Warrantor represents, warrants and undertakes to and with each Lender that the Group’s NPAT for FY2007 and FY2008 shall not be less than RMB90.0 million and RMB120.0 million (the “Target Profit”), respectively, failing which the Founders and Fame Brilliant shall transfer or procure the transfer of such number of Listco Shares (the “Transferred Shares” and each, a “Transferred Share”) contemporaneously with the allotment and issue of the Conversion Shares or within 14 Business Days of determining whether the Target Profit had been achieved, whichever is later, as calculated below: AS = CS X ( Target ProfitFY200n - 1) Actual ProfitFY200n Where:
(a) AS means the number of Transferred Shares in relation to a Lender;
(b) CS is the number of Conversion Shares of that Lender had his Loan Amount been converted pursuant to Clause 7.2;
(c) Target ProfitFY200n means the Target Profit for FY200n; and
(d) Actual ProfitFY200n means the Group’s NPAT for FY200n.
Profit Guarantee. (a) Each of the Warrantors hereof jointly and severally undertakes and guarantees to achieve at least one of the following goals, (i) the E-Dictionary Business Profit Guarantee shall reach the amount of Renminbi 80 million, or (ii) the net operating profit after tax of the Company’s Main Business in year 2004 (“Main Business Profit Guarantee”) shall reach the amount of Renminbi 90 million. This Clause 6.11 shall be deemed to be fulfilled and completed if the Company achieves the goal setting out in either (i) or (ii) hereof.
(b) In the event that Company fails to achieve either E-Dictionary Business Profit Guarantee or the Main Business Profit Guarantee, the Company shall issue additional series A preference shares to Preference Shareholders each at par value on the basis of the following principle, i.e., for every five million Renminbi after the first million shortage that the Company fails to achieve in respect of E-Dictionary Business Profit Guarantee, in addition to the shares they are entitled to in accordance with the terms and conditions hereof, Preference Shareholders shall be entitled for additional series A preference shares of the Company equivalent to 1% of the Shares of the Company per five million Renminbi shortage. For the purpose of this Clause 6.11, E-Dictionary Business Profit Guarantee and Main Business Profit Guarantee hereinafter referred to as “Profit Guarantee” collectively.
(c) If the failure to achieve either E-Dictionary Business Profit Guarantee or the Main Business Profit Guarantee is caused by a Force Majeure Event as set forth in Clause 18, thus the additional shares issued to the Preference Shareholders as set forth in this Clause 6.11(b) is not applicable.
Profit Guarantee. The Vendor irrevocably and unconditionally warrants and guarantees to the Company that the audited net profit after tax of the Subsidiary for the financial years ended 31 December 2015 (“2015 Audited Profit”) and 2016 (“2016 Audited Profit”) shall be at least HK$1,400,000 (“2015 Guaranteed Profit”) and HK$2,800,000 (“2016 Guaranteed Profit”, together with 2015 Guaranteed Profit, the “Total Guaranteed Profits”) respectively.
Profit Guarantee. Under the Share Purchase Agreement, the Sellers guaranteed to the Purchaser that the audited consolidated adjusted net profit of the Target Company for the financial years ending 31 December 2018, 31 December 2019 and 31 December 2020 shall not be less than RMB20,000,000, RMB25,000,000 and RMB30,000,000 respectively (each a “Profit Guarantee”).
Profit Guarantee. The Vendors undertake to the Company that the net profits of the current operations of the Target Company and its existing subsidiaries that operate in natural gas related projects (“Guaranteed Profit”) as shown in their audited accounts, under Hong Kong/International Financial Reporting Standards, for each of the six years ending 31 December 2016 (together the “Guaranteed Period”) shall not be less than:
(i) HK$50 million for the year ending 31 December 2011;
(ii) HK$70 million for the year ending 31 December 2012;
(iii) HK$75 million for the year ending 31 December 2013;
(iv) HK$85 million for the year ending 31 December 2014;
(v) HK$95 million for the year ending 31 December 2015; and
(vi) HK$105 million for the year ending 31 December 2016. The Guaranteed Profit only refers to the Target Company and its existing subsidiaries that operate in natural gas related projects as at the date of the Amended Option Agreement. The performance of any new subsidiaries incorporated after the date of the Amended Option Agreement for the purpose of carrying out any individual projects will not be taken into account towards the calculation of the Guaranteed Profit. If the actual net profit of the Target Company and its existing subsidiaries as shown in their audited accounts for any relevant Guaranteed Period is less than the relevant Guaranteed Profit (the “Shortfall”), the Vendors shall jointly and severally compensate the Target Company or its relevant existing subsidiary as determined by the Company, the Shortfall, on a dollar-for-dollar basis, failing which the Company has the option to acquire all the remaining effective interest in the Intermediate Holding Company held by the Vendors and the remaining interest in the subsidiaries of the Target Company at the consideration of HK$1.00. A valuation on the remaining effective interest will be performed and if the valuation of such interests is less than the Shortfall, the Vendors will be required to remain liable for any such difference.
Profit Guarantee. 6.1 Delete article 6.1 of the Sale and Purchase Agreement and replace it with the following new article 6.1:
6.1 The seller hereby makes the following promises and guarantees to the buyer for the audited consolidated after-tax net profit of the target group according to Hong Kong Accounting Standards:
(A) The audited consolidated after-tax net profit of the target group for the fiscal year ending December 31, 2019 ("fiscal year 2019") shall not be less than HK$ 35,000,000.
(B) The audited consolidated after-tax net profit of the target group for the fiscal year ending December 31, 2020 ("fiscal year 2020") on January 1, 2020 should not be less than HK$ 35,000,000.; and
(C) The audited consolidated after-tax net profit of the Group for the fiscal year ending on January 1st, 2021 and December 31st, 2021 ("fiscal year 2021") shall not be less than HK$ 35,000,000.. "
6.2 Delete article 6.2 of the Sale and Purchase Agreement and replace it with the following new article 6.2:
6.2 If the audited after-tax net profit of the target group is lower than the above-mentioned profit guarantee by more than 5% in any period mentioned in Article 6.1 above (that is, the audited after-tax net profit is lower than HK$ 33,250,000), the purchaser will urge the listed company to deduct the principal par value of the promissory note according to the difference actually lower than the profit guarantee of the current year to adjust the consideration. However, it is agreed that the maximum deductible amount of the principal of the promissory notes in each year according to the profit guarantee difference of this clause is HK$ 70,000,000. "
6.3 Delete article 6.4 of the Sale and Purchase Agreement and replace it with the following new article 6.4:
6.4 The seller promises that if the principal par value of the promissory note needs to be deducted to adjust the consideration due to Article 6, the seller shall return the original promissory note held by the seller to the listed company for deduction within 10 working days after receiving the annual profit notice of the buyer. The purchaser shall urge the listed company to issue a new promissory note with the principal par value reduced and adjusted to the seller within 10 working days after receiving the original promissory note returned by the seller. "
Profit Guarantee. 5.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Sale Shares, and as part of the inducement to the Purchaser entering into this Agreement, the Vendor covenants with and undertakes to the Purchaser that the Group’s PXX for the three consecutive financial years following the Completion Date shall be as follows:
(a) The Group PXX for the 1st financial year commencing on 1 April 2006 and ending on 31 March 2007 shall not be less than US$ 3 million. If the PXX fails to achieve the aforesaid amount, SNMI will allot and issue the consideration shares according to 3.2(a) or 3.2(d).
(b) The Group PXX for the 2nd financial year commencing on 1 April 2007 and ending on 31 March 2008 shall not be less than US$ 3.5 million. If the PXX fails to achieve the aforesaid amount, SNMI will allot and issue the consideration shares according to 3.2(b) or 3.2(d).
(c) The Group PXX for the 3rd financial year commencing on 1 April 2008 and ending on 31 March 2009 shall not be less than US$ 4 million. If the PXX fails to achieve the aforesaid amount SNMI will allot and issue the consideration shares according to 3.2(c) or 3.2(d).
5.2 The Group PXX of the Company should be audited for each financial year, and the Group PXX should only include the PXX from the existing business at the date of this agreement. The revenue from newly added business after the date of this agreement should not contribute in any way to the attainment of the revenue and profit guarantees.
5.3 SNMI shall issue and allot the consideration shares in Article 3 within 30 days after the issue of the audited consolidated accounts by the Company’s auditors for that financial year, if the Group company PXX achieve the benchmark in Article 5.1.
