THE TARGET COMPANY. The Shareholders and the Target Company hereby individually undertake within the term of this Agreement as follows:
THE TARGET COMPANY. The Target Company is a company established in the PRC and a wholly-owned subsidiary of Haichang Group Co. It is principally engaged in the development and holding of cultural and tourism projects in Yantai, the PRC. The Target Company has obtained the Project Land and signed the State-owned Land Use Rights Grant Contract with the Land and Resources Bureau of Yantai City (煙台市國土資源局) in respect of the Project Land on 15 December 2010 with a grant term of 40 years, but has not obtained the State-owned Land Use Right Certificate for the Project Land. The consideration for the acquisition of the land use right should be RMB130,000,000, of which the deposit and guarantee money of RMB70,000,000 in aggregate has been paid by Haichang Group Co on behalf of the Target Company. The net loss of the Target Company for the two years ended 31 December 2018 were RMB2,361,700 and RMB2,002,500, respectively. The net liabilities of the Target Company as at 31 December 2018 was RMB3,358,600. The Group is principally engaged in the development and operation of theme parks and ancillary commercial properties in the PRC. Yantai Fishermen’s Wharf is an indirect wholly-owned subsidiary of the Company, which is principally engaged in the development and operation of theme parks and ancillary commercial properties in the PRC. Haichang Group Co is a company established in the PRC and is interested as to 60% by Xx. Xx. Haichang Group Co is principally engaged in oil trading, shipping, real estate development, and wine business.
THE TARGET COMPANY. (a) No step has been taken, and no circumstance exists, for the winding up of the Target Company.
(b) All the accounts, books, ledgers and financial and other material Records of any kind of the Target Company:
(i) have been fully, properly and accurately kept and completed
(ii) contain no material inaccuracies or discrepancies
(iii) give a true and fair view of the financial, contractual and trading position of the Target Company, its plant and machinery, fixed and current assets and Liabilities (actual, prospective and contingent), debtors, creditors, work-in-progress and stock-in-trade, and
(c) All statutory books and Records of the Target Company have been properly kept and are up to date with true, complete and accurate entries and records.
(d) The Target Company:
(i) has complied with all legal requirements for the filing of returns, particulars, notices and other documents with all government and regulatory authorities (including any relevant stock exchange)
(ii) has complied with all legal requirements in relation to the conduct of its business, and
THE TARGET COMPANY. (a) No step has been taken, and no circumstance exists, for the winding up of the Target Company.
(b) All the accounts, books, ledgers and financial and other material Records of any kind of the Target Company:
(i) have been fully, properly and accurately kept and completed
(ii) contain no material inaccuracies or discrepancies
(iii) give a true and fair view of the financial, contractual and trading position of the Target Company, its plant and machinery, fixed and current assets and Liabilities (actual, prospective and contingent), debtors, creditors, work-in-progress and stock-in-trade, and
(c) All statutory books and Records of the Target Company have been properly kept and are up to date with true, complete and accurate entries and records.
(d) The Target Company:
(i) has complied with all legal requirements for the filing of returns, particulars, notices and other documents with all government and regulatory authorities (including any relevant stock exchange)
(ii) has complied with all legal requirements in relation to the conduct of its business, and has conducted its business and its affairs generally in accordance with all applicable laws, orders, regulations, by-laws and other requirements. MINMXT Holdings Pty Ltd A.C.N 135 131 627 (Vendor) Chanticleer Holdings, Inc (Purchaser) Hoot Penrith Pty Ltd A.C.N 147 839 790 (Target Company) Contents
1. Definitions and interpretation 4
2. Confidentiality 7
3. Agreement to sell and buy the Shares 8
4. Right of first offer 8 5. Conditions 10
THE TARGET COMPANY. According to the information available to the Company, the Target Company is a company incorporated in Zhengzhou, Henan Province, the PRC. Its principal business is investment in non-ferrous metals and development of exploration technology in non-ferrous metal resources. It is the beneficial owner of one exploration permit covering an area of not less than 23 km2 with gold reserve and resources of not less than 2.5 tonnes in Henan Province, the PRC.
THE TARGET COMPANY. 1.1. The Target Company is a wholly foreign-owned enterprise, which was incorporated under the laws of the People’s Republic of China. The Target Company’s business registration certification Number is QIDUHUPUZONGZI 321124(PUDONG), and its address is 4# workshop, 0000 Xxxxxxxx Xxxxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxxx City. Xx. Xxxxxx Xxxxx served as the the legal representative of the Target Company, who is Chinese citizen.
1.2. The registered capital of the Target Company is US$200,000 as of the signature date of this Agreement. PARTY A is the exclusive shareholder of the Target Company, and duly holds the Target Equity.
1.3. The benchmark date for the Share Exchange shall be September 25, 2008. The balance sheet of the Target Company as of September 25, 2008 shall be an annex to this Agreement, which is named as “Acquisition Table”. PARTY A shall assure PARTY B that the Acquisition Table is real, objective and accurate.
THE TARGET COMPANY. 2.1 The Buyer and the Sellers hereby agree that, upon entering into the Agreement, the Sellers shall proceed to establish a limited liability company (the “Target Company”) in [ ], [ ] Province immediately, in which the amount of paid-in capital and percentage of shareholding of each Seller are set out as follows: as agreed otherwise by the parties to the Agreement as agreed otherwise by the parties to the Agreement as agreed otherwise by the parties to the Agreement
2.2 The name of the Target Company is [ ], whose scope of business is [ ], the legal representative is [ ], and the registered capital will be agreed otherwise by the parties.
THE TARGET COMPANY. As at the date of this announcement, the Target Company is a joint venture company owned as to 50% by Xx Xx and 50% by the Vendor. The Target Company owns the entire issued share capital of Xx Xxx which in turn owns the entire registered capital of the Project Company. The Project Company is undertaking the development of the Project. Based on the unaudited management accounts of the Target Company and its subsidiaries for the month ended 31 August 2013, the net asset value of the Target Company (including the Land) as at 31 August 2013 was approximately RMB106,299 (equivalent to approximately HK$134,030. The Target Company, Xx Xxx and the Project Company did not recognize any profit for the two financial years immediately preceding the Transaction. Upon Completion, the Purchaser will own 50% of the issued share capital of the Target Company and it is intended that the Target Company will be accounted for as an indirect subsidiary of the Company through the control of the majority of the board members of the Target Company. Therefore, the accounts of the Target Company will consolidate in the Company’s accounts.
THE TARGET COMPANY. Subject matter
(1) Ownership of assets
THE TARGET COMPANY. The Board wishes to inform the Shareholders and the investing public about the recent development in respect of the Target Company after the signing of the Cooperation Agreement as follows:
