Annual Report 2019
219 ANNUAL REPORT 2019 39. DISPOSAL OF SUBSIDIARIES (CONTINUED) For the year ended 31 December 2018 (Continued) Note: Upon completion of the Disposal, an entity previously accounted for as a subsidiary of the Company had been reclassified as interest in an associate since the Group ceased to control thereof. Included in the amount is the fair value of Group’s share of business value of the relevant entity as of the date of the completion of the Disposal. Included in the amount is also the Group’s share of China Nanshan’s gain of disposal of its entire approximately 33% equity interest in CMPG. HK$’million Net cash inflow arose on disposal: Cash consideration received 5,410 Less: Cash and cash equivalents disposed of (584) Payment of tax arising on disposal (667) 4,159 The cash flows arose from the CMPG Group in the year ended 31 December 2018 prior to the Disposal is set out below: HK$’million Net cash inflow from operating activities 347 Net cash outflow from investing activities (228) Net cash outflow from financing activities (277) Net cash outflow (158) 40. ACQUISITION OF SUBSIDIARIES For the year ended 31 December 2018 On 4 September 2017, the Group (as the purchaser) entered into a share purchase agreement with TCP (as the intervening party) and several independent third parties who were the original shareholders of TCP (as the seller) (the “Selling Shareholders”), pursuant to which, the Selling Shareholders agreed to sell and the Group agreed to purchase 7,271,233 issued shares of TCP (the “Initial Sale Shares”) which were originally owned by the Selling Shareholders. The sale of the Initial Sale Shares to the Group would accelerate the vesting of the stock options granted by TCP (the “TCP Stock Option Plan”). The Selling Shareholders agreed to cause the beneficiaries of the TCP Stock Option Plan to exercise their rights to subscribe for 340,100 shares of TCP under the TCP Stock Option Plan (the “Individual Seller Shares”) and to sell all the Individual Seller Shares to the Group (the “TCP Acquisition”). The Initial Sale Shares and the Individual Sellers Shares collectively represent 90% of the issued share capital of TCP. The cash consideration for the acquisition of the Initial Sale Shares and the Individual Sellers Shares was Brazilian Real 2,812 million (equivalent to approximately HK$6,731 million).
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