Common use of Bases and Assumptions Clause in Contracts

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 disregarded.

Appears in 1 contract

Sources: Convertible Loan Agreement

Bases and Assumptions. The For the purposes of illustration only, the pro forma financial effects of the Proposed Transactions on the share capital, loss per Share (“LPS”) and net tangible assets (“NTA”) per Share of the Group 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 year ended 31 December 2017 March 2015 and the audited accounts prepared by the Seller in relation to the Business for the financial period between 5 September 2014 (“FY2017”). The pro forma financial effects the Seller’s date of the Proposed Transactions are for illustration purposes only incorporation) and 31 October 2015, and do not necessarily reflect the actual future results and financial position and performance of the Group following completion Completion of the Proposed TransactionsAcquisition. For illustration purposes only, the The financial effects of the Proposed Transactions Acquisition have been computed based on the following assumptions: (a) the financial effects on the Group’s NTA net tangible assets (the “NTA”) attributable to the Shareholders and the NTA per Share have been computed assuming that the Proposed Transactions were Acquisition was completed on 31 December 2017, being the end of the most recently completed financial year; andMarch 2015; (b) the financial effects on the Group’s earnings or loss attributable to the Shareholders and LPS earnings per Share (“EPS”) have been computed assuming that the Proposed Transactions were Acquisition was completed on 1 January 2017, being the beginning of the most recently completed financial yearApril 2014; (c) the Company draws down an aggregate sum of RMB 68,000,000 under 9,944,558 Consideration Shares are issued at the Facilitiesissue price of S$0.31755 (being half of the Issue Price of S$0.6351, being taking into account the maximum amount permitted under the FacilitiesShare Split) for each Consideration Share; (d) the Company elects to pay for, costs 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 Acquisition are disregarded for the purposes of calculating the financial effects; and (e) the number of Shares before Completion has been computed as of the date of this announcement, taking into account the Share Split and all Shares that have been disregardedissued by the Company pursuant to the conversion of certain outstanding convertible securities and the placement of Shares.

Appears in 1 contract

Sources: Sale of Business Agreement