PDF《中民控股有限公司》

35 days of the entering into of the Second Equity Transfer Agreement. 4) RMB2,380,000 shall be payable to Zhongmin Yongheng within

65 days of the entering into of the Second Equity Transfer Agreement. 5) the balance of RMB3,570,000 shall be payable to Zhongmin Yongheng within

95 days of the entering into of the Second Equity Transfer Agreement. Basis for Determination of Second Consideration: The Second Consideration was determined by Yongheng Shenzhen and Zhongmin Yongheng after arm'

s length negotiations with reference to the unaudited net assets (including the Debt) of the Disposal Group as at

31 March 2016, expected recoverable amount of assets and taking into account certain factors including the financial position, business outlook and future prospects of the Disposal Group. The Directors, including independent non-executive Directors, are of the opinion that the Second Consideration is fair and reasonable. According to the statutory record of Shenzhen Le Cai, the total investment made by Zhongmin Yongheng in Shenzhen Le Cai as at

31 March

2016 amounted to RMB125,000,000. Completion: Completion is subject to the satisfaction of the following conditions precedent: 1. the Second Equity Transfer Agreement having been executed by the parties and become effective;

and 2. each of Zhongmin Yongheng and Yongheng Shenzhen having obtained the approval of their respective boards of directors, and/or shareholders if required by their articles of association, in respect of the Second Equity Transfer Agreement and the transactions ........