Diplomová práca-Marek Hubinský - Žilinská univerzita

LETTER FROM THE BOARDAsset to be acquiredThe asset to be acquired by Qingdao NG is the 100% shareholding in Qingdao HaierLogistics.ConsiderationThe consideration for the Acquisition is RMB763 million, which shall be satisfied incash as follows:1. RMB534.1 million, being 70% of the consideration will be payable on the AcquisitionCompletion Date; and2. RMB228.9 million, being 30% of the consideration will be payable within 60 daysafter the Acquisition Completion (“Second Payment Date”).If Qingdao NG is not satisfied with the titles of the properties owned by or possessed bythe Target Group by the Second Payment Date, Qingdao NG shall have the right to defer thepayment of 30% of the consideration until it becomes satisfied with them. Further, QingdaoNG shall have the right to seek indemnity from Haier Corp, and without being subject tothe limitation period for the other warranties given by Haier Corp, for any losses that it hasincurred as a result of any title defects in respect of the properties owned or possessed by theTarget Group.The consideration for the Acquisition was determined after arm’s length negotiationsbetween the parties with reference to (i) the net asset value of the Target Group as at 31 March2010 and the net profit of the Target Group for the 12 months ended 31 December 2009 and thethree months ended 31 March 2010, respectively, (ii) the financial position, business outlookand future prospect of the Target Group; and (iii) the historical and current trading multiplesof listed companies with businesses similar to those of the Target Group including their priceto-earningsmultiples (“P/E”). The P/E and price to book value ratio (P/B) represented by theconsideration for the Acquisition are 9.53 times and 2.73 times based on the net earnings ofthe Target Group for the year ended 31 December 2009 and the net assets value of the TargetGroup as at 31 March 2010 as disclosed in this circular, respectively. Such Acquisition will befinanced by the internal resources of the Group.Condition precedentThe Acquisition Completion is conditional upon, among other things, the satisfaction ofthe following:(i)the Acquisition having been approved by the board of Qingdao NG, Haier Corp,the Company and Qingdao Haier; and shareholders of the Company and QingdaoHaier at their respective duly convened special general meetings;- 12 -