完成后，目标公司将作为公司拥有70%权益的附属公司入账，目标集团的财务业绩、资产及负债将综合计入公司的综合财务报表。根据上市规则第14.60A条，公司将于本公告刊发后15个营业日内刊发进一步公告。Alpha Pro Holdings (00948.HK) announced on June 28th that on June 27th, 2024, its member companies (Hong Kong Veles Trading Co., Ltd. and Hangzhou Mingandi E-commerce Co., Ltd., a foreign-owned enterprise) signed a debt repayment agreement with the debtor (Prime Global Trading Pty Ltd) and registered shareholder (Mr. Zhang Xuekun). As a result, the registered shareholder agreed to transfer the economic benefits and shareholder loans to the foreign-owned enterprise for a consideration of the creditor's agreement to waive a total of 5.057 million Australian dollars (equivalent to about 26.2458 million Hong Kong dollars) in trade debt.
The group's main business activities include dairy product and baby food trade. In the process of conducting this business, the debtor (an independent third party) incurred a trade debt related to the dairy products supplied by the group, with a total of 5.057 million Australian dollars (equivalent to about 26.2458 million Hong Kong dollars). Before the debt repayment agreement was signed, the trade debt was still outstanding.
Under the terms and conditions of the debt repayment agreement, and by way of the foreign-owned enterprise, the registered shareholder will transfer the economic benefits and shareholder loan rights without any encumbrances, and the creditor will acquire them, together with all accompanying rights, including any dividends or distributions it may declare or make at any time after the completion date. In exchange, the creditor unconditionally and irrevocably waives the entire trade debt, which shall be deemed fully paid upon completion.
After completion, the target company (Shenyang Golden Ant E-commerce Co., Ltd.) will be accounted for as a subsidiary of the company with 70% equity. The financial performance, assets, and liabilities of the target group will be consolidated into the company's comprehensive financial statements. According to Listing Rule 14.60A, the company will issue further announcements within 15 business days after the publication of this announcement.
The target company (Shenyang Golden Ant E-commerce Co., Ltd.) mainly engages in e-commerce business in China, which is subject to foreign investment restrictions under current Chinese laws and regulations. Due to the existence of such foreign investment restrictions, it is necessary for the foreign-owned enterprise, target company, and registered shareholder to enter into contractual arrangements for the group to carry out the target company's business in China. Under the contractual arrangement, the group will instruct and supervise the major and significant business decisions of the target company through the foreign-owned enterprise, and the risks generated by the target company's business will actually be borne by the group, as the target company is regarded as a subsidiary of the company with 70% equity.
