THE EQUITY TRANSFER AGREEMENT. On 26 September 2016, the Owner and the Subsidiary entered into the Equity Transfer Agreement pursuant to which the Owner agreed to dispose of, and the Subsidiary agreed to acquire, the entire equity interest in the Phase One Project Company. The material terms of the Equity Transfer Agreement are as follows.
THE EQUITY TRANSFER AGREEMENT. On 22 December 2017, the Vendors and the Purchaser entered into the Equity Transfer Agreement, pursuant to which the Purchaser agreed to acquire, and the Vendors agreed to dispose of, the entire equity interest in the Target Company. The material terms of the Equity Transfer Agreement are as follows:
THE EQUITY TRANSFER AGREEMENT. On 23 June 2016, the Owner and the Subsidiary Nominee entered into the Equity Transfer Agreement pursuant to which the Owner agreed to dispose of, and the Subsidiary Nominee agreed to acquire, the entire equity interest in the Project Company. Upon completion of the Equity Transfer, the Project Company will become a subsidiary of the Company and its financial results will be consolidated into the financial results of the Group. As one or more of the applicable ratios set out in Rule 14.07 of the Listing Rules in respect of the Equity Transfer Agreement and the transactions contemplated therein, when aggregated with that of the Cooperation Framework Agreement, the Supplemental Agreement, the Debt Settlement Agreement, and the transactions contemplated therein pursuant to Rule 14.22 of the Listing Rules, are more than 5% but below 25%, the entering into of the Equity Transfer Agreement and the transactions contemplated therein constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
THE EQUITY TRANSFER AGREEMENT. The principal terms of the Equity Transfer Agreement are set out below. 2 March 2018
THE EQUITY TRANSFER AGREEMENT. A summary of the principal terms of the Equity Transfer Agreement is set out below: Date : December 30, 2024
(1) Vanke Industrial Development, as the Vendor (2) Shenzhen Vanke Service, as the Purchaser The subject matter : the Vendor agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Vendor 75% of the equity interest in Fuke Industrial which is free from all encumbrances. Based on the Equity Transfer, the Purchaser will indirectly acquire 75% of the following interests through its 75% equity interest in Fuke Industrial: 40% of the land use rights of the Target Project by proportion and property ownership within the area of land, 40% of the equity interest in Wanhe Tiannuo held by Fuke Industrial, and the operation, income and other rights in respect of such assets and related agreement arrangements.
THE EQUITY TRANSFER AGREEMENT. 1.1 Date
1.2 Parties
(i) Vendor: Xxxxxx XX
(ii) Purchaser: 成都希威房地產開發有限公司 (Chengdu Hillwest Development Company Limited) To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
THE EQUITY TRANSFER AGREEMENT. A summary of the principal terms of the Equity Transfer Agreement is set out below: November 1, 2024
(1) Xxxxxx Xxxxx Xxxxxxxx, as the Vendor; and
(2) Onewo Business Enterprise Space Technology, as the Purchaser. Pursuant to the Equity Transfer Agreement, the Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor the 50% equity interest in Wuhan Xintang which is free from all encumbrances. Pursuant to the Equity Transfer Agreement, the consideration was RMB150,000,000 representing the sum of the value of 50% of the equity interest of Xxxxx Xxxxxxx and the value of the principal and interest of the Vendor’s existing shareholder loan claims in Xxxxx Xxxxxxx inherited by the Purchaser. Based on the simulated Estimated Completion Accounts (the “Estimated Completion Accounts”) prepared by Xxxxx Xxxxxxx in accordance with the PRC Accounting Standards for Business Enterprises and its consolidated unaudited balance sheet as at August 31, 2024, the principal and interest of the Vendor’s existing shareholder loan claims in Wuhan Xintang was RMB124,876,585.05 (the “Proposed Inherited Claims Amount”). Excluding the Proposed Inherited Claims Amount, the remaining portion of the consideration was the transaction consideration for the transfer of 50% equity interest in Wuhan Xintang, i.e. RMB25,123,414.95. The transaction consideration for the 50% equity interest in Xxxxx Xxxxxxx was determined after arm’s length negotiation between the parties and with reference to the net assets of Wuhan Xintang after distribution of profits as at August 31, 2024 (the “Valuation Benchmark Date”) as set out in the valuation report issued by an independent third party valuer. Prior to the equity transfer pursuant to the Equity Transfer Agreement, Wuhan Xintang would allocate part of the undistributed profits to its original shareholders in advance. As at the Valuation Benchmark Date, the total undistributed profits amounted to RMB45,077,500, and the proposed distribution amount would be RMB41,000,000. Based on the valuation report issued by an independent third party valuer, Wuhan Xintang has net assets of RMB24,077,500 after declaring the distribution of aforesaid RMB41,000,000 of the profit proposed to be distributed but not yet distributed, and the corresponding value of total shareholders’ equity of Wuhan Xintang would be RMB52,945,700. The consideration shall be paid by the Purchaser to the Vendor in RMB in the following manner:
1. Initia...
THE EQUITY TRANSFER AGREEMENT. A summary of the principal terms of the Equity Transfer Agreement is set out below: November 29, 2024
(1) Shanghai Vanke Investment, as the Vendor; and
(2) Onewo Business Enterprise Space Technology, as the Purchaser. Pursuant to the Equity Transfer Agreement, the Vendor agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Vendor the 45% equity interest in Shanghai Xiangda which is free from all encumbrances. Pursuant to the Equity Transfer Agreement, the initial consideration was RMB712.0440 million (the “Initial Consideration”), representing the value of 45% of the equity interest of Shanghai Xiangda. The Initial Consideration was determined based on (1) the appraised value of approximately RMB1,337 million (the “Asset Price”) of the investment properties (i.e. the Target Project) of Shanghai Xiangda as of October 31, 2024 (the “Valuation Benchmark Date”) as set out in the valuation report issued by an independent third party valuer; and (2) plus approximately RMB1,264.64 million of the current assets as set out in the statement of net assets of Shanghai Xiangda as of October 31, 2024, less approximately RMB1,019.28 million of the liabilities, and the Initial Consideration was determined by multiplying the initial purchase price of approximately RMB1,582.32 million corresponding to the 100% equity interest in Shanghai Xiangda after arm’s length negotiation between the parties and taking into account the rounding adjustments by 45% equity interest involved in this Equity Transfer. The final purchase price of the Equity Transfer (the “Final Purchase Price of the Equity”) will be determined in accordance with the PRC Accounting Standards for Business Enterprises and its current assets and liabilities as set out in the audited statement of net assets (the “Final Post-closing Statement”) prepared for Shanghai Xiangda as of the Closing Date (as defined below). The calculation formula of the Final Purchase Price of the Equity is as follows: (Asset Price + current assets of Shanghai Xiangda set out in the Final Post-closing Statement – liabilities of Shanghai Xiangda set out in the Final Post-closing Statement) x proportion of the Equity Transfer (45%). Within 5 business days after the signing of the Equity Transfer Agreement, the Purchaser shall cooperate with the Vendor to open a fund supervision account in the name of the Vendor at the bank designated by the Vendor (the “Vendor Supervision Account”), and co-manage such account and Sh...
THE EQUITY TRANSFER AGREEMENT. Date Parties
THE EQUITY TRANSFER AGREEMENT. On 10 January 2018, the Purchaser (a wholly-owned subsidiary of the Company), the First Vendor and the Second Vendor entered into the Equity Transfer Agreement. The principal terms of the Equity Transfer Agreement are as follows: Pursuant to the terms of the Equity Transfer Agreement, (i) the Purchaser agreed to acquire, and the First Vendor agreed to dispose of, 12.5% equity interest in the Target Company for nil consideration; and (ii) the Purchaser agreed to acquire, and the Second Vendor agreed to dispose of, 7.5% equity interest in the Target Company for nil consideration. The nil consideration of the Equity Transfer was determined after arm’s length negotiations between the Purchaser, the First Vendor and the Second Vendor with reference to, among others, (i) as at the date of this announcement, no capital contribution has been made by the First Vendor and the Second Vendor in respect of the 12.5% and 7.5% equity interests in the Target Company to be transferred to the Purchaser respectively; (ii) the net asset value of the Target Company of approximately RMB186 million based on the unaudited financial information of the Target Company as at 30 November 2017; and (iii) the financial condition and the future prospects of the Target Company. The registered capital (the “Registered Capital”) of the Target Company was RMB720,000,000, which was determined after arm’s length negotiations between the Purchaser and other shareholders of the Target Company with reference to the funding requirement of the wind power-related projects to be invested by the Target Company. As disclosed in the Company’s announcement dated 28 December 2017, the Target Company agreed to acquire the entire equity interest in Changdu Beikong (the “Changdu Acquisition”), which owns the entire equity interest in the Project Company and certain subsidiaries which have not commenced any business operation. The Project Company is principally engaged in the investment, development and operation of the Project. As at 30 November 2017, the unaudited consolidated total liabilities less current assets (i.e. the unaudited consolidated non-current assets) of Changdu Beikong amounted to approximately RMB476 million. Upon completion of the Changdu Acquisition, part of the net proceeds in respect of the Registered Capital will be used to settle (1) certain liabilities of Xxxxxxx Xxxxxxx; and (2) the consideration for the acquisition of Changdu Beikong by the Target Company of RMB25,002,900. Upon com...
