THE TARGET GROUP. The Target Company is a company established under the laws of the PRC with limited liability. The Target Group is principally engaged in the manufacturing of fire engines and is a leading manufacturer of aerial lifting fire trucks in the PRC. As at the date of this announcement, the Target Company is directly held as to 100% by the Vendors. As at the date of this announcement, the Target Group comprises three members, namely the Target Company, Fushun Xxxxxx and Shenyang Ruida. Each of Fushun Xxxxxx and Shenyang Ruida is a company established under the laws of the PRC with limited liability and is a direct wholly-owned subsidiary of the Target Company. Xxxxxx Xxxxxx and Shenyang Ruida are principally engaged in the manufacturing of parts and components of fire engines. As at the date of this announcement, the shareholding structure of the Target Group is as follows: 100% Fushun Xxxxxx Shenyang Ruida Target Company Immediately after Completion, the shareholding structure of the Target Group is as follows: Company 100% 60% Target Company Purchaser 100% Fushun Xxxxxx Shenyang Ruida Based on the consolidated financial statements of the Target Group prepared in accordance with the Chinese Accounting Standards, the financial information of the Target Group for the two years ended 31 December 2016 and 2017 was approximately as follows: For the year ended 31 December 2016 (unaudited) 2017 (audited) Revenue 617,287 654,493 Profit before taxation 66,815 77,254 Profit after taxation 55,172 65,426 The audited net asset value of the Target Group as at 31 December 2017 was approximately RMB699,300,000. Upon completion of the Acquisition, the Target Company will become a non-wholly owned subsidiary of the Company and the financial information of the Target Group will be consolidated into the consolidated financial statements of the Group. The Vendors are seven individuals who are PRC residents and collectively hold 100% of the equity interests in the Target Company as at the date of this announcement. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Vendors is a director of the Target Company and is or was, prior to his retirement, the senior management of the Target Group. Further details of the respective current or former role in the Target Group and the respective interests in the Target Company of the Vendors as at the date of this announcement are as follows:
THE TARGET GROUP. The Target was incorporated in BVI with limited liability. The Target is an investment holding company. The Target is the sole legal and beneficial owner of the BVI Subsidiary. The BVI Subsidiary is the 51% legal and beneficial owner of the HK Subsidiary which in turn owns 100% of the equity interest in the PRC Subsidiary, the 49% shareholder of the HK Subsidiary, its shareholder and its ultimate beneficial owners are Independent Third Parties. The PRC Subsidiary is the sole legal and beneficial owner of the entire equity interest in 深圳因數. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, except 深 圳 因 數 , all the companies within the Target Group are investment holding companies and do not engage in any activities. 深 圳 因 數’s main business is a FINTECH company provide solution for insurance sector in the PRC: including the provision of (i) innovative management and exhibition tools for insurance institutions; (ii) management tools and services for all types of large fleets; and (iii) integrated vehicle services for private car owners. Set out below is the financial information of the Target Group provided by the Vendor for the two financial years immediately preceding the date of the Agreement. Set out below are the audited financial information of 深圳因數based on its audited account prepared in accordance with the China Accounting Standards for Enterprises for the years ended 31 December 2018 and 2017 respectively: Year ended 2017 (audited) Year ended 2018 (audited) Revenue 525 2,445 Net loss before taxation (1,997) (5,750) Net loss after taxation (1,997) (5,750) The unaudited net asset value of 深圳因數 was approximately RMB480,000 as at 31 March 2019.
THE TARGET GROUP. Set out below are the shareholding structures of the Target Group before and after completion of the Acquisition: the Vendor the First Target HK Subsidiary 100% 100% 100% the Target PRC Third Subsidiary the Target PRC First Subsidiary the Target HK Subsidiary the Target Company the Target PRC Second Subsidiary the Second Project the First Project the Vendor 100% Intellinsight 70.61% the Company the First Target Company 100% 100% 100% 100% the Target PRC Third Subsidiary the Target PRC First Subsidiary the Target HK Subsidiary the Target Company the Purchaser the Target PRC Second Subsidiary the Second Project the First Project
THE TARGET GROUP. The Target is a company established in the PRC with limited liability. As at the date of the Agreement, the Target is owned as to 80% by the Purchaser and as to 20% by the Vendor. The Target is principally engaged in the research and development, production and sales of plasma-based biopharmaceutical products in the PRC. The Target also wholly owns two companies which are principally engaged in plasma collection in Jiangxi Province of the PRC. The products of the Target Group are mainly supplied to hospitals and inoculation centres in the PRC. Set out below is the unaudited consolidated financial information of the Target Group prepared in accordance with Hong Kong Financial Reporting Standards for each of the two years ended 31 December 2016 and 2017 and the six months ended 30 June 2018: Revenue 27,250 30,793 87,854 99,275 42,691 48,241 Profit/(loss) before taxation (10,158) (11,479) 13,200 14,916 (1,086) (1,227) Profit/(loss) after taxation (10,158) (11,479) 12,259 13,853 (1,086) (1,227) The unaudited consolidated net asset value of the Target Group as at 30 June 2018 amounted to approximately RMB70.7 million (equivalent to approximately HK$79.9 million). During the six months ended 30 June 2018, the Target Group recorded loss after tax of approximately RMB10.2 million (year ended 31 December 2017: profit after tax of RMB12.3 million) which was mainly due to the increased competition in the plasma-based biopharmaceutical industry which led to a decline in sales of the Target Group.
THE TARGET GROUP. 1.1 Each Target Group Company (other than GPCL (Jersey) Xx. 0 Xxxx Xxxxx) is a company limited by shares duly organised and validly existing under the laws of the country of its incorporation (as set out in document 3.13.8 of the Data Room Information) and has been in continuous existence since incorporation. GPCL (Jersey) Xx. 0 Xxxx Xxxxx is a unit trust validly established under the laws of Jersey and has been in continuous existence since its establishment.
1.2 Target does not have any subsidiary undertakings other than the subsidiaries set out in document 3.13.8 of the Data Room Information (the “Subsidiaries”). Each of the Subsidiaries is a wholly owned direct or indirect subsidiary of Target and each of the shares of each such company has been properly allotted and issued and is fully paid or credited as fully paid.
1.3 Save for the portfolio of listed securities owned by Target (details of which have been Disclosed in the Disclosure Letter), no Target Group Company owns any shares or stock in the capital of, nor has any beneficial or other interest in, any person or business organisation of whatever nature other than the Subsidiaries and no Target Group Company controls or takes part in the management of any other company or business organisation.
1.4 Other than pursuant to the Permitted Encumbrances, there is no Encumbrance in relation to any of the shares or unissued shares in the capital of any of the Subsidiaries. No person has claimed in writing to be entitled to an Encumbrance in relation to any of the shares of any of the Subsidiaries and no Target Group Company is under any obligation (whether actual or contingent) to sell, charge or otherwise dispose of any shares in any of the Subsidiaries or any interest therein to any person.
1.5 Other than this agreement and the Property Services Agreement, there is no agreement, arrangement or obligation with any person who is not a Target Group Company requiring the creation, allotment, issue, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, redemption or repayment of, a share in the capital of Target. Other than this agreement and the Property Services Agreement, there is no agreement, or arrangement with, or obligation to, any person who is not a Target Group Company requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allot...
THE TARGET GROUP. The following diagram illustrates the shareholding structure of the Target Group as at the date of this announcement: Company 100% Leeport Group Limited 100% Vendor Purchaser 49% 51% 100% Target Company MLM – Dongguan MLM – Hong Kong The Target Company was incorporated in the BVI with limited liability on 28 March 2003. It is engaged in investment holdings. As at the date of this announcement, the Target Company is owned as to 51% by the Purchaser and 49% by the Vendor. MLM – Hong Kong was incorporated in Hong Kong with limited liability 15 May 2002. It is engaged in trading of precision measuring instruments and related equipment, as well as provision of product and application support. As at the date of this announcement, MLM-Hong Kong is wholly-owned by the Target Company. MLM – Dongguan is a wholly foreign owned enterprise established under the laws of the PRC with limited liability on 30 December 2001. It is engaged in, among others, installation, maintenance and wholesale of precision measuring instrument, as well as provision of technical support of precision measuring instrument. As at the date of this announcement, MLM-Dongguan is wholly-owned by the Target Company. The Target Company is accounted for as an associate of the Company in the financial statements of the Group. Set out below is a summary of the audited financial information on the Target Group for the years ended 31 December 2017 and 2018. For the year ended 31 December 2018 HK$’000 2017 HK$’000 Profit before taxation 40,139 38,873 Profit after taxation 33,419 32,273 The unaudited consolidated net asset value of the Target Group as at 30 June 2019 amounted to approximately HK$160,789,000. The Consideration of the Disposal is HK$100,000,000. The unaudited consolidated net asset value of the Target Group as at 30 June 2019 was approximately HK$160,789,000 and the transfer of the Sale Shares representing net asset value of approximately HK$78,787,000. Based on the unaudited consolidated financial information of the Target Group as at 30 June 2019, and assuming the Completion has taken place, the Group is expected to record a gain (before tax and expenses) from the Disposal of not more than HK$21,213,000, representing the difference between the Consideration of the Disposal received under the Sale and Purchase Agreement and the carrying value of the assets in the accounts of the Target Group. Shareholders should note that the actual gain from the Disposal to be recorded by the Company will...
THE TARGET GROUP. The Target Company is a wholly foreign owned enterprise established in accordance with the Laws of The People’s Republic of China on Foreign Capital Enterprises, Company Law of The People’s Republic of China and other applicable laws and regulations of The People’s Republic of China. The Target Group is principally engaged in investment in and management and operation of healthcare and hospital businesses, trading of medical equipment and related supplies, property investment and development, and other investment in the PRC. The following is the financial information of the Target Group as extracted from its audited consolidated financial statements for the two years ended 31 December 2011 and 2012, which were prepared in accordance with Hong Kong accounting standards and its management accounts for the three months ended 31 March 2013, which were prepared in accordance with PRC accounting standards: Net loss before tax 95,713 161,638 67,440 Net loss after tax 95,713 160,152 64,924 Net asset value 890,380 865,216 793,551 The Group considers the Disposal as an opportunity to realise some gain with cash inflow from partial realisation of its investment in the Target Group, and to broaden and strengthen the investor base of the Target Group. Accordingly, the Board believes that the Disposal is in the best interests of the Company and its Shareholders as a whole. In view of the above, the Directors are of the view that the terms of the Agreement are on normal commercial terms, are fair and reasonable and the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole.
THE TARGET GROUP. As at the date of this announcement, the Target Company is the sole legal and beneficial owner of all the issued shares of, and all shareholder’s loan owing by, the Target Subsidiary, which in turn is the sole registered and beneficial owner of the Property. The principal asset of the Target Group is the Property. The Property, known as Toppy Tower, is a 12-storey industrial building with a total gross floor area of approximately 124,555 sq. ft. located at Xxx. 00-00 Xxxx Xxxx Xxxx, Xxxx Xxxxx, New Territories, Hong Kong. As at the date of this announcement, the Property is subject to four existing tenancy agreements with a leasing period ranging from one to three years. Set out below is the unaudited consolidated financial information of the Target Group for the financial years ended 31 March 2020 and 2021 as prepared in accordance with Hong Kong Financial Reporting Standards: (Unaudited) (Unaudited) Profit/(loss) before taxation (11,471) 8,473 Profit/(loss) after taxation (11,471) 8,473 The unaudited consolidated net asset value of the Target Group as at 31 August 2021 was approximately HK$163.9 million. Upon Completion, the Target Company will become an indirect wholly owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the financial statements of the Enlarged Group.
THE TARGET GROUP. The Target Company is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holdings. As at the time of entering into of the 2022 Sale and Purchase Agreement, the Target Company was owned as to 25% by the Vendor B, as to 25% by the Purchaser and as to 50% by two Independent Third Parties. The Target Company holds 90% equity interests in Tianshun Property, a company established in the PRC with limited liability. Tianshun Property in turn holds 50% equity interests in Guangda Property, a company established in the PRC with limited liability. Guangda Property holds the land use rights of the Property. Set out below is the financial information of the Target Group: For the six months ended 30 June For the year ended 31 December For the year ended 31 December Revenue 3,561 – – Profit (Loss) before taxation 209,094 104,552 (437) Profit (Loss) after taxation 209,094 104,552 (437) Net asset value 347,737 103,612 (940) The Property is a piece of land located in Shantou City, Guangdong Province, the PRC with gross area of approximately 44,755.57 sq. m. for property development. The land use right is from 11 March 1998 to 12 November 2066. The Group is principally engaged in securities and futures dealing business, financial investments and money lending business. The Directors have always been proactive in seeking opportunities for diversifying of the scope of business of the Group. The Directors considered that the 2022 Acquisition represents an investment opportunity to participate in the PRC property investment market and the Group will have the benefits from the long term appreciation of the price in properties in the PRC. The Directors are optimistic to the long term property market in the PRC. In view of the possibility of future long term appreciation in value of the Property, the Directors believe that the investment in the 2022 Sale Shares would be beneficial to the Group. Taking into consideration of the aforesaid, the Directors (including the independent non-executive Directors) consider that the terms of the 2022 Acquisition are fair and reasonable and are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.
THE TARGET GROUP. The Target Company was established under the laws of the PRC with limited liability on 15 October 2012 with registered capital of RMB1,000,000. As at the date of this announcement,
