Bases and Assumptions Clause Samples
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Bases and Assumptions. For the purposes of any calculation of the consideration receivable or payable by the Company pursuant to this section, the following provisions shall be applicable:
A. in the case of the issue of Ordinary Shares for cash, the consideration shall be the amount of such cash, provided, that in no such case shall any deduction be made for any commissions or any expenses paid or incurred by the Company for any underwriting of the issue or otherwise in connection therewith;
B. in the case of the issue of Ordinary Shares for a consideration in whole or in part other than cash, unless otherwise specified, the consideration other than cash shall be deemed to be the fair market value thereof as determined by an independent and internationally recognized valuation expert selected by the Company at the expense of the Company or, if pursuant to applicable Cayman Islands law such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the accounting treatment thereof;
C. in the case of the issue (whether initially or upon the exercise of warrants, rights or options) of securities convertible into or exchangeable or exercisable for Ordinary Shares, the aggregate consideration receivable by the Company shall be deemed to be the consideration received by the Company for such securities and (if applicable) warrants, rights or options plus the additional consideration (if any) to be received by the Company upon (and assuming) the conversion, exchange or exercise of such securities at the initial conversion, exchange or exercise price or rate and (if applicable) the exercise of such warrants, rights or options at the initial purchase price (the consideration in each case to be determined in the same manner as provided in paragraphs (A) and (B) above) and the consideration per Ordinary Share receivable by the Company shall be such aggregate consideration divided by the number of Ordinary Shares to be issued upon (and assuming) such conversion, exchange or exercise at the initial conversion, exchange or exercise price or rate and (if applicable) the exercise of such warrants, rights or options at the initial purchase price; and
D. if any of the consideration referred to in any of the preceding paragraphs of this Section 10(a)(viii) is receivable or payable in a currency other than U.S. Dollars, such consideration shall, in any case where there is a fixed rate of exchan...
Bases and Assumptions. For the purposes of illustration only, the pro forma financial effects of the Proposed Acquisition taken as a whole are set out below. The pro forma financial effects have been prepared based on the audited consolidated financial statements of the Group for the financial period ended 31 December 2016 (“FY2016”) and do not necessarily reflect the actual future financial position and performance of the Group following completion of the Proposed Acquisition as the Company has, since its FY2016 audited consolidated financial statements, increased its issued share capital to approximately S$32,841,618 divided into 962,166,934 Shares as at the date of this Announcement. Accordingly, Shareholders should note that the following pro forma financial effects of the Proposed Acquisition have been calculated to take into consideration the enlarged share capital of the Company as mentioned above. The Group has translated its results and financial position into SGD starting from 1 January 2017 and the comparatives of the financial statements of the Company and of the Group was restated and presented in SGD. Specifically, the assets and liabilities of the Company and of the Group as at 31 December 2016 was translated from RMB to SGD at the closing exchange rates as at 31 December 2016, while the income expense items of the Company and of the Group for the year ended 31 December 2016 was translated at the average rate during the said period.
Bases and Assumptions. For the purposes of illustration only, the pro forma financial effects of the Convertible Loan and the Convertible Shares taken as a whole are set out below. The pro forma financial effects do not necessarily reflect the actual future financial position and performance of the Group in the event that the Convertible Loan is fully disbursed and fully converted. The pro forma financial effects have been prepared on the following assumptions:
Bases and Assumptions. The financial effects of the Proposed Transactions on the share capital, loss per Share (“LPS”) and net tangible assets (“NTA”) per Share of the Group have been prepared based on the audited consolidated financial statements of the Group for the financial year ended 31 December 2017 (“FY2017”). The pro forma financial effects of the Proposed Transactions are for illustration purposes only and do not necessarily reflect the actual future results and financial position of the Group following completion of the Proposed Transactions. For illustration purposes only, the financial effects of the Proposed Transactions have been computed based on the following assumptions:
(a) the financial effects on the Group’s NTA attributable to the Shareholders and the NTA per Share have been computed assuming that the Proposed Transactions were completed on 31 December 2017, being the end of the most recently completed financial year; and
(b) the financial effects on the Group’s earnings or loss attributable to the Shareholders and LPS have been computed assuming that the Proposed Transactions were completed on 1 January 2017, being the beginning of the most recently completed financial year;
(c) the Company draws down an aggregate sum of RMB 68,000,000 under the Facilities, being the maximum amount permitted under the Facilities;
(d) the Company elects to pay for, and the Lenders agree to the payment of, the interest to be accrued on such loan on the Maturity Date. In this regard, the maximum amount of interest that may be accrued in respect of the loan of RMB 68,000,000 on the Maturity Date will be RMB 16,320,000; 2 Please refer to footnote (1) above.
(e) the Lenders exercise their right to convert the Loan amount of RMB 68,000,000 (or approximately S$13,600,000 based on the Applicable Exchange Rate and the maximum interest amount of RMB 16,320,000 (or approximately S$3,264,000 based on the Applicable Exchange Rate) at the Conversion Price;
(f) the net profit after taxation for FY2017 earned from the new business(es) undertaken by the Group using the Loans is sufficient to cover the interest expense for the Loans for FY2017;
(g) the Introducer subscribes for all 30,000,000 CL Warrant Shares pursuant to the exercise of the CL Introducer Warrants at the Exercise Price;
(h) no adjustments have been made to the Conversion Price and the Exercise Price; and
(i) save for the interest expense for the Loans, the expenses in connection with the Proposed Transactions have been disreg...
Bases and Assumptions. The following are presented for illustration purposes only and are not intended to reflect the actual future financial situation of the Company after Completion of the Proposed Acquisition. The financial effects of the Proposed Acquisition on the Company as set out below are based on the Group’s latest audited financial statements for FY2020 and the following assumptions:
(a) the financial effects on the Group’s NTA attributable to the Shareholders and the NTA per Share have been computed assuming that Completion of the Proposed Acquisition took place on 31 December 2020; and
(b) the financial effects on the Group’s earnings attributable to the Shareholders and the loss per Share (“LPS”) have been computed assuming that Completion of the Proposed Acquisition took place on 1 January 2020.
Bases and Assumptions. For the purposes of illustration only, the pro forma financial effects of the Proposed Disposal taken as a whole are set out below. The pro forma financial effects have been prepared based on the audited consolidated financial statements of the Group for the financial period ended 31 March 2016 (“FY2016”) and do not necessarily reflect the actual future financial position and performance of the Group following completion of the Proposed Disposal.
Bases and Assumptions. The pro forma financial effects of the Proposed Acquisition as set out below are for illustrative purposes only and do not reflect an indication or a projection of the actual results and financial position of the Company and the Group following Completion. The pro forma financial effects of the Proposed Acquisition on the net tangible assets ("NTA") or net tangible liabilities ("NTL") per Share and earnings or loss per Share ("EPS" or "LPS") have been prepared based on the following:
(A) audited consolidated financial statements of the Group and the unaudited pro forma financial statements of the Target Group for the financial year ended 31 December 2017 ("FY2017"), and are subject to the following assumptions:
(i) the financial effect on the Group's NTA/(NTL) per Share is computed based on the assumption that the Proposed Acquisition was completed on 31 December 2017; and
(ii) the financial effect on the Group's LPS is computed based on assumption that the Proposed Acquisition was completed on 1 January 2017; and
(B) unaudited consolidated financial statements of the Group and the unaudited pro forma financial statements of the Target Group for the three (3) months ended 31 March 2018, ("1Q2018"), and are subject to the following assumptions:
(i) the financial effect on the Group's NTA/(NTL) per Share is computed based on the assumption that the Proposed Acquisition was completed on 31 March 2018; and
(ii) the financial effect on the Group's EPS is computed based on assumption that the Proposed Acquisition was completed on 1 January 2018.
Bases and Assumptions. For the purposes of illustration only, the pro forma financial effects of the Proposed Transaction are set out below. The pro forma financial effects have been prepared based on the unaudited consolidated financial statements of the Group for the financial year ended 30 June 2022 and assuming the completion of the Proposed Transaction, as set out below. The pro forma financial effects are only presented for illustration purposes and are not intended to reflect the actual future financial position and performance of the Company or the Group after the Proposed Transaction.
Bases and Assumptions. The management of the Company and the Target Companies have prepared the forecast combined profit after taxation but before extraordinary items of the Target Group for the year ending 31 December 2002. The management of the Company and the Target Companies are not currently aware of any extraordinary items which have arisen or are likely to arise in respect of the year ending 31 December 2002. The forecast has been prepared on a basis consistent in all material respects with the accounting policies currently adopted by the Target Group as summarised in Appendix II on the following principal assumptions:
(1) there will be no material changes in existing political, legal, regulatory, fiscal or economic conditions in Hong Kong and the PRC;
(2) there will be no material changes in legislation or regulations governing the telecommunications industry in the PRC which would materially affect the business or operations of the Target Companies;
(3) inflation, interest rates and RMB exchange rates will not differ materially from those prevailing as at the date of this circular; and
(4) there will be no material changes in the bases or rates of taxation appropriate to the Target Companies, except as otherwise disclosed in this circular.
Bases and Assumptions. For the purposes of illustration only, the pro forma financial effects of the Proposed Disposal taken as a whole are set out below. The pro forma financial effects have been prepared based on the unaudited consolidated financial statements of the Group for the financial year ended 31 December 2014 (“Unaudited FY2014 Results”) and do not necessarily reflect the actual future financial position and performance of the Group following completion of the Proposed Disposal. The pro forma financial effects are based on the Unaudited FY2014 Results as opposed to the audited consolidated financial statements of the Group for the financial year ended 31 December 2013 as the Unaudited FY2014 Results, being more recent in time, would be more meaningful and indicative of the financial effects of the Proposed Disposal.