然而，于本公告日期，有关2023年经调整物业的物业登记程序的总体进展(特别是2024年进一步终止物业)尚未完成。为保护及保障公司及股东的利益，集团一直积极寻求机会及物色合适的资产，以可自卖方、实地及张量获得的其他资产替代出现登记延误的全部或部分2023年经调整物业。因此，买方已根据购股协议向Seedland Smart Servic获得取得Seedlife全部股权的保障，并与Seedland Smart Service协定，剩余股权金额将抵销同等金额的先前已付待交付款项。On September 6, 2024, Kinetic Dev (01277.HK) announced that the company has entered into a share purchase agreement with Seedland Smart Service and Seedlife, with the buyer agreeing to acquire all of Seedlife's equity for a total consideration of RMB 0.423 billion through its subsidiary ("acquired subsidiary").
Seedlife is a limited company registered under the laws of the British Virgin Islands, and it has been 100% owned by Seedland Smart Service since its registration. It primarily engages in property management services in China through its subsidiary.
As of the date of this announcement, Kinetic Qinhuangdao has made a payment of RMB 0.803 billion (including VAT) to the seller for the purchase of adjusted properties in 2023, in accordance with the 2022 property purchase agreement (as amended by supplemental agreements, the second supplemental agreement, and the third supplemental agreement).
However, as of the date of this announcement, the overall progress of the property registration process for the adjusted properties in 2023 (especially the further termination of properties in 2024) has not been completed. In order to protect the interests of the company and shareholders, the group has been actively seeking opportunities and identifying suitable assets that can be acquired from sellers, on-site, and through other means to replace all or part of the adjusted properties in 2023 that are subject to registration delays. Therefore, the buyer has obtained guarantees for acquiring all of Seedlife's equity from Seedland Smart Service under the share purchase agreement and has agreed with Seedland Smart Service to offset the remaining equity amount against previously paid but yet-to-be-delivered consideration of equal value.
