董事相信交易事项完成将不会影响集团余下业务的营运。董事亦认为，出售事项将可让集团解除发展该等项目的负担，并将资源集中于其主要业务。亦考虑到，特别是(i)代价乃根据（其中包括）目标公司集团于估值日期的独立估值厘定；(ii)目标公司集团仍有责任发展及营运该等项目，其发展及表现受到疫情影响及该等项目阶段交付延迟的影响；(iii)苏州项目的首个公开演出于2023年开始，较预期为迟，导致意外亏损；及(iv)买卖协议项下的溢利分成机制，董事（包括独立非执行董事）认为，尽管交易事项并非在集团的日常及一般业务过程中进行，交易事项的条款乃按正常商业条款订立，属公平合理，而交易事项符合公司及股东的整体利益。On December 20th, Gelonghui announced that ORANGE SKY G H (01132.HK) has entered into a sale and purchase agreement with the buyer, who is a wholly-owned subsidiary of the company as of the date of this announcement. According to the sale and purchase agreement, the seller agrees to sell and the buyer agrees to purchase the sale shares for a consideration of 2,700,000 Hong Kong dollars. The sale shares represent 100% of the total issued share capital of OSGH Investment and OSGH 360.
OSGH Investment is a limited company incorporated under the laws of Hong Kong and primarily engaged in the development of theater performance business. OSGH 360 is a limited company incorporated under the laws of Hong Kong and primarily engaged in investment holding.
The target company group operates 360 theater performance projects in Suzhou and Xi'an, namely the Suzhou project and the Xi'an project. Currently, it operates one 360 theater project in Suzhou. The 360 theater is equipped with advanced rotating audience seating and a projection screen that extends to 180 degrees, creating a panoramic viewing experience for the audience. The performances also showcase traditional Chinese local stories in a live performance format, bringing an extraordinary theatrical experience to the audience.
The Directors believe that the completion of the Trade will not affect the operation of the remaining Businesses of the Group. The Directors also believe that the sale will relieve the Group of the burden of developing these projects and allow resources to be focused on its core Business. Moreover, considering (i) the consideration is based on the independent valuation of the target company group as of the valuation date; (ii) the target company group still has the responsibility of developing and operating these projects, which have been impacted by the pandemic and delayed delivery stages of these projects; (iii) the first public performance of the Suzhou project began in 2023, later than expected, leading to unexpected losses; and (iv) the profit-sharing mechanism under the sale and purchase agreement, the Directors (including independent non-executive Directors) believe that although the Trade is not carried out in the Group's ordinary and usual course of business, the terms of the Trade are established on normal commercial terms, are fair and reasonable, and are in the overall interest of the company and the Shareholders.
