KAWAN FOOD BERHAD ("KFB" or "the Company") - TRANSFER OF KFB'S ENTIRE EQUITY IN KAWAN FOOD (NANTONG) CO., LTD TO KAWAN FOOD (HONG KONG ) LIMITED
Contents:
INTRODUCTION
The Board of Directors of KFB wishes to announce that KFB had on 31 December 2009 completed the transfer of the 100% equity interest in Kawan Food (Nantong) Co., Ltd ("KFN") to Kawan Food (Hong Kong) Limited ("KFHK") at a total consideration of USD Six Million and Fifty Thousand (USD6,050,000) (equivalent to the paid-up capital injected by KFB in KFN) ("the Transfer"). KFHK is a wholly owned subsidiary of KFB.
Upon the completion of the Transfer, KFN is a wholly owned subsidiary of KFHK while KFHK will remain as the wholly owned subsidiary of KFB. Therefore, the ultimate holding company of KFN is KFB.
BACKGROUND INFORMATION OF KFN
KFN is a company incorporated on 15 August 2006 in Jiangsu Province, People's Republic of China (Registration Number. 320600400010115) with its office at No. 13, Kexing Road, NETDA Nantong, Jiangsu Province, 226009 China and having as at the date hereof a paid up capital of USD6,050,000 of which have been issued and are fully paid-up or credited as fully paid-up.
The principal activity of KFN is manufacturing, trading, distributing and exporting of frozen food products.
BACKGROUND INFORMATION OF KFHK
KFHK is a company incorporated under the Hong Kong Companies Ordinance (Chapter 32) with its registered office at Room 507, 5/F, Block B, Alexandra Industrial Building, No. 1064-1066 Tung Chau West Street, Cheung Sha Wan, Kowloon, Hong Kong and having as at the date hereof an authorized capital of USD Two Hundred (USD200.00) comprising 200 shares of USD1.00 each, of which the issued and paid-up share capital is USD1.00 divided into 1 share of USD1.00 each.
The principal activity of KFHK is trading of pastry products.
RATIONALE OF THE TRANSFER OF SHARES
The exercise is part of KFB’s effort in streamlining its group structure..
FINANCIAL EFFECTS OF THE TRANSFER
Issued and Paid-up Share Capital and Net Tangible Assets
The Transfer of shares will not have any material effect on the Issued and Paid-up Share Capital and Net Tangible Assets of KFB Group.
Earnings
The Transfer of shares are not expected to have any material impact on the earnings of KFB Group.
APPROVAL
The Transfer of shares do not require the approval of the Shareholders of KFB.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Save for Mr. Gan Thiam Chai, Madam Kwan Sok Kay and Mr. Gan Thiam Hock, none of the Directors and/or Substantial Shareholders of the Company and/or persons connected with such Directors or Substantial Shareholders have any interest, direct or indirect in the aforesaid Transfer.
STATEMENT BY DIRECTORS
Having considered the rationale and all other aspects of the Transfer of shares, the Board is of the opinion that the transaction is in the best interest of the Company.
