THE TARGET COMPANY Sample Clauses

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 Parramatta Pty Ltd A.C.N 147 622 348 (Target Company) Contents

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 ▇▇. ▇▇. Haichang Group Co is principally engaged in oil trading, shipping, real estate development, and wine business.

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. The Target Company is a company incorporated in the PRC with limited liability. At the date of this announcement, the Target Company has an unpaid registered capital of RMB10,000,000. The Taerget Company will be engaged in building world-class real ice rank, indoor ski and ancillary facilities in the PRC. The Target Company was incorporated on 9 June 2017 in the PRC and financial information such as book value of assets or net profit is not yet available at the date of this announcement. Shenzhen Aisuo is a company incorporated in the PRC with limited liability and is a holder of 99.99% equity interest in the Target Company before completion of the capital injection. ▇▇. ▇▇▇ is a shareholder of the Target Company who held 0.01% of the issued share capital of the Target Company before completion of the capital injection. ▇▇. ▇▇▇▇ is the legal representative（ 法定代表人）of both (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) the Target Company; and a guarantor.

THE TARGET COMPANY. The Target Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial printing services in Hong Kong. The Target Company is an indirect wholly-owned subsidiary of the Company and an immediate wholly-owned subsidiary of the Vendor. The unaudited consolidated financial information of the Target Company Group for the two years ended 31 December 2017 and the six months ended 30 June 2018 are set out below: For the six months ended 30 June For the year ended 31 December For the year ended 31 December Revenue 61,426,323 111,348,579 155,795,813 Profit/(Loss) before taxation (9,757,570) (18,216,852) 16,384,722 Profit/(Loss) after taxation (9,757,570) (18,061,786) 13,810,302 As at 30 June 2018, the unaudited consolidated net asset value of the Target Company Group was approximately HK$20.05 million.

THE TARGET COMPANY. The Transferors hereby jointly and severally represent and warrant to the Transferee that: 10.1 The Target Company is legal entity that has been duly established according to the laws of PRC and they are validly and legally in existence and also operating normally in accordance with the laws and regulations of PRC. 10.2 The registered capital of the Target Company has been fully paid up on schedule. The Transferors and Jinling Company have completed their full obligations to contribute, and have procured valid verifications for their contributions according to PRC laws. There is no withdrawal of the registered capital by the Transferors and Jinling Company. 10.3 The development, construction and operation of the Target Company have been duly granted by relevant governmental authorities all requisite approvals and are fully complied with all relevant PRC laws and regulations and the approvals and permits of relevant governmental authorities, in no violation of PRC laws and regulations and approvals and permits of relevant governmental authorities. 10.4 Up to the Completion Date of Delivery, every aspect of the Target Company, including but not limited to the hydrology, geology, water flow, dam safety, hydroelectric generator, etc., is complied with the requirements of power generation under normal situations and is free from any defect or any other problem provided of the loss due to normal operation and usage. The installed capacity of the Target Company conforms to that provided in relevant governmental approvals and the name plates of generator units of the Hydroelectric Projects. In the event that Transferee and/or the Target Company suffer from any damage or loss arising out of any defect or any other problem which already existed before the Completion Date of Delivery, the Transferors shall be jointly liable for the full compensation on the Transferee and/or the Target Company. 10.5 Up to the Completion Date of Delivery (inclusive), the Target Company has never suffered and are not currently suffering from any other administrative investigations, prosecutions, arbitrations, disputes, Claims or other proceedings (ongoing, pending or threatened), nor the Target Company has been punished. Up to the Completion Date of Delivery, the Transferors have fully disclosed to the Transferee all information in respect of environmental protection, water and soil preservation, flood prevention plan, utilization of land (woodland), wood cutting, power generation, resi...

THE TARGET COMPANY. The Target Company was a limited liability company established in the PRC in August 2019 and is principally engaged in the provision of property management services to Commercial Related Properties. The financial results of the Target Company for the two years ended 31 December 2020 are as follows: For the year ended 31 December 2019 2020 (unaudited) (unaudited) RMB’000 RMB’000 Net (loss)/profit before tax (2) 2,575 Net (loss)/profit after tax (1) 2,376 The unaudited net asset value of the Target Company as at 31 May 2021 was approximately RMB4,521,000. The Company is a leading property developer and property related service provider in the PRC. Its subsidiaries are involved in the provision of property management and related value- added services. The Purchaser is a wholly-owned subsidiary of the Company and is principally engaged in the provision of property management services to commercial properties.

THE TARGET COMPANY. The Target Company is incorporated in PRC with limited liability, the entire registered capital of which is directly owned by the Vendor prior to the Disposal. The principal businesses of the Target Company are property investment and development. The following is the financial information of the Target Company as extracted from its audited financial statements for the two years ended 31 December 2011 and 2012 and the unaudited financial statements for the seven months ended 31 July 2013 as provided by the Vendor, which were prepared in accordance with PRC accounting standards: Net loss before tax 3,567 9,259 7,920 Net loss after tax 3,567 9,259 7,920 Net asset value 86,355 89,902 286,222 The Disposal affords the Company an opportunity to realise gains with cash inflow on its investments in the Target Assets and reallocate its financial resources on other core business. 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 its Shareholders as a whole.

THE TARGET COMPANY. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is a company established in the PRC in 2015 and is principally engaged in the research and development and manufacture of electric vehicles. As at the date of this announcement, Zhejiang Jirun and Shanghai Maple, both being 99% owned subsidiaries of the Group, hold in aggregate 45% of the registered capital of Ninghai Zhidou. By order of the Board