Ajisen (China) Holdings Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Ajisen (China) Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 538) CONNECTED TRANSACTION RELATING TO JOINT VENTURE On 14 June 2012, Ajisen Investments, an indirect wholly-owned subsidiary of the Company, Japan Foods, Shigemitsu and the JV Company entered into the Acquisition and Shareholders Agreement: (a) (b) pursuant to which (i) Ajisen Investments agreed to sell and Japan Foods agreed to purchase the JF Sale Shares at the consideration of HK$97,500 and (ii) Ajisen Investments agreed to sell and Shigemitsu agreed to purchase the Shigemitsu Sale Shares at the consideration of HK$39,000, both in accordance with the terms and conditions of the Acquisition and Shareholders Agreement; and to regulate their respective rights and obligations as shareholders of the JV Company and the conduct of the business and affairs of the JV Group immediately after Completion. Immediately before Completion, the JV Company was a direct wholly-owned subsidiary of Ajisen Investments and the JV Subsidiary was a direct wholly-owned subsidiary of the JV Company. Following Completion, which took place on 14 June 2012, the JV Company is owned by Ajisen Investments, Japan Foods and Shigemitsu in the proportions of 65%, 25% and 10% respectively and the JV Subsidiary is directly wholly-owned by the JV Company and is the only subsidiary of the JV Company. - -

2 Pursuant to the Acquisition and Shareholders Agreement, each of Ajisen Investments, Japan Foods and Shigemitsu has made a shareholder s loan to the JV Company in the sum of HK$3,900,000, HK$1,500,000 and HK$600,000 respectively for business purpose of the JV Group. The JV Group is principally engaged in the Franchise Business in the Territory pursuant to the terms of the Sub-franchise Agreement. Mr. Shigemitsu (a non-executive Director) owns approximately 44.85% interests in Shigemitsu. Shigemitsu is therefore a connected person of the Company. Accordingly, the Acquisition and Shareholders Agreement constitutes a connected transaction of the Company under the Listing Rules. As each of the applicable percentage ratios is less than 5%, the transactions under the Acquisition and Shareholders Agreement are only subject to the reporting and announcement requirements but exempted from independent shareholders approval requirement under Chapter 14A of the Listing Rules. On 14 June 2012, Ajisen Investments, an indirect wholly-owned subsidiary of the Company, Japan Foods, Shigemitsu and the JV Company entered into the Acquisition and Shareholders Agreement. Completion took place on 14 June The principal terms of the Acquisition and Shareholders Agreement are as follows: ACQUISITION AND SHAREHOLDERS AGREEMENT Date : 14 June 2012 Parties : (1) Ajisen Investments; (2) Japan Foods; (3) Shigemitsu; and (4) the JV Company Sale and purchase of shares in the JV Company Immediately before Completion, the JV Company was a direct wholly-owned subsidiary of Ajisen Investments and the JV Subsidiary was a direct wholly-owned subsidiary of the JV Company and the only subsidiary of the JV Company

3 Pursuant to the Acquisition and Shareholders Agreement, Ajisen Investments agreed to sell and Japan Foods agreed to purchase the JF Sale Shares (representing 25% of the entire issued share capital of the JV Company immediately after Completion) at the consideration of HK$97,500 (equivalent approximately to the aggregate par value of the JF Sale Shares) and Ajisen Investments agreed to sell and Shigemitsu agreed to purchase the Shigemitsu Sale Shares (representing 10% of the entire issued share capital of the JV Company immediately after Completion) at the consideration of HK$39,000 (equivalent approximately to the aggregate par value of the Shigemitsu Sale Shares). Each of Japan Foods and Shigemitsu had fully paid the respective purchase price in cash to Ajisen Investments upon Completion. Following Completion, which took place on 14 June 2012, the JV Company is owned as to 65% by Ajisen Investments, 25% by Japan Foods and 10% by Shigemitsu. The JV Company will continue to be a subsidiary of the Company after Completion. Since the JF Sale Shares and the Shigemitsu Sale Shares are transferred to Japan Foods and Shigemitsu respectively at par value, which is equivalent to the subscription price paid by Ajisen Investments upon initial set-up of the JV Company, no gain or loss is therefore accrued to Ajisen Investments. Scope of business of the JV Group The JV Group is principally engaged in the Franchise Business in the Territory pursuant to the terms of the Sub-franchise Agreement. Shareholders agreement After Completion, the shareholders agreement in relation to the JV Company as set out in the Acquisition and Shareholders Agreement takes effect so as to regulate the respective rights and obligations of Ajisen Investments, Japan Foods and Shigemitsu as shareholders of the JV Company and the conduct of the business and affairs of the JV Group. The main provisions are summarised below. 1. Composition of the board of directors of the JV Company For so long as the shareholdings of Ajisen Investments, Japan Foods and Shigemitsu in the JV Company remain 65%, 25% and 10% respectively, Ajisen Investments shall be entitled to nominate, appoint and maintain up to 3 directors (one of which shall be appointed as the chairman of the board), and each of Japan Foods and Shigemitsu shall be entitled to nominate, appoint and maintain one director

4 2. Funding requirement Pursuant to the Acquisition and Shareholders Agreement, each of Ajisen Investments, Japan Foods and Shigemitsu has made a shareholder s loan to the JV Company in the sum of HK$3,900,000, HK$1,500,000 and HK$600,000 respectively in proportion to their shareholdings in the JV Company for business purpose of the JV Group and such shareholders loans are unsecured, interest free and with no fixed repayment terms. If the JV Group requires further funding for its working capital or other requirements in relation to its business, then such funding requirements shall be decided by the board of directors of the JV Company and shall be met by loans or credit facilities from banks, financial institutions or other third party (other than the shareholders of the JV Company) (collectively, referred to as External Loans ). If the terms of such External Loans shall not be approved by the board of directors of the JV Company, such funding requirements or part thereof not being financed by External Loans shall be met by advances from all shareholders of the JV Company by way of interest-free shareholders loans, provided that advances made by Ajisen Investments, Japan Foods and Shigemitsu shall be made (a) simultaneously and in same proportion as between them in accordance with their respective shareholdings in the JV Company; and (b) in accordance with the relevant resolutions of the board of directors of the JV Company. 3. Profit distribution The board of directors of the JV Company will review the financial position of the JV Company every six months to consider whether any repayment of shareholders loans due and owing by the JV Company to its shareholders should be made or any dividend or distribution should be declared and made. Subject to the fullest extent permissible under the applicable laws, the shareholders of the JV Company will take all steps to ensure and procure that: (a) (b) all the profits before tax of the JV Company in respect of its first 2 full financial years after the date of the Acquisition and Shareholders Agreement will not be distributed but will be retained as working capital and for the expansion purpose of the JV Group; and from the 3rd financial year onwards, as regards the audited net profits after tax of the JV Company in respect of each of its financial years, not less than 25% thereof shall be distributed to the shareholders of the JV Company by way of dividends or other distributions in proportion to their respective shareholdings in the JV Company. 4. Transfer of shares Any transfer of shares in the JV Company by any shareholder shall be subject to the other shareholders right of first refusal as provided in the Acquisition and Shareholders Agreement

5 INFORMATION RELATING TO THE JV GROUP The JV Company is a company incorporated under the laws of the British Virgin Islands with limited liability. It was set up by Ajisen Investments as the intended joint-venture vehicle with Ajisen Investments initially holding the entire issued share capital being US$50,000 divided into 50,000 ordinary shares of US$1.00 each. The JV Subsidiary is a company incorporated under the laws of Hong Kong with limited liability and is principally engaged in the Franchise Business in the Territory pursuant to the terms of the Sub-franchise Agreement. Immediately before Completion, the JV Company was an indirect wholly-owned subsidiary of the Company and the JV Subsidiary was a direct wholly-owned subsidiary of the JV Company and the only subsidiary of the JV Company. Following Completion, the JV Company is owned as to 65% by Ajisen Investments, 25% by Japan Foods and 10% by Shigemitsu and the JV Subsidiary is wholly owned by the JV Company and is the only subsidiary of the JV Company. The JV Company becomes an indirect non-wholly owned subsidiary of the Company after Completion and its financial results will be accounted for by the Group. The JV Group is principally engaged in the Franchise Business in the Territory pursuant to the terms of the Sub-franchise Agreement, in accordance with which the JV Subsidiary is granted, by way of subfranchise, the sole and exclusive right and licence to operate the Franchise Business in the Territory, together with the right to sub-sub-franchise such right and licence to other parties. A one-off membership fee and monthly royalty calculated by reference to the number of franchise restaurants in operation are payable by the JV Subsidiary to the Master Franchisee. The Master Franchisee will further discuss and negotiate with the owner of the Brand and the JV Company on the definitive agreements that will provide for the long term licence arrangements regarding the Franchise Business in the Territory. INFORMATION RELATING TO AJISEN INVESTMENTS Ajisen Investments is an investment holding company. It is incorporated in the British Virgin Islands with limited liability. It is an indirect wholly-owned subsidiary of the Company and as at the date of this announcement, the majority shareholder of the JV Company. INFORMATION RELATING TO JAPAN FOODS Japan Foods is incorporated under the laws of the Republic of Singapore with limited liability and the issued shares of which are listed on the Catalist of the Singapore Exchange Limited. It is principally engaged in the operation of restaurants under various brands in Singapore. It also sub-franchises the Ajisen Ramen brand to sub-franchisees in Malaysia, Indonesia and Vietnam and franchises its own Aji Tei brand to an operator in Indonesia

6 The following Directors own interests (direct or indirect) in Japan Foods: 1. Ms. Poon Wai, an executive Director and the chairman of the Company, is interested in 4,800,000 shares in Japan Foods, representing approximately 4.16% of its issued share capital; 2. each of Mr. Shigemitsu and Shigemitsu is interested in 2,240,400 shares in Japan Foods, representing approximately 1.94% of its issued share capital. Mr. Shigemitsu directly owns approximately 44.85% interests in Shigemitsu; and 3. Sirus Venture Consulting Pte Ltd. is interested in 4,777,200 shares in Japan Foods, representing approximately 4.14% of its issued share capital. Mr. Wong Hin Sun, Eugene, a non-executive Director, directly owns approximately 99% interests in Sirus Venture Consulting Pte Ltd. Furthermore, both Mr. Shigemitsu and Mr. Wong Hin Sun, Eugene are non-executive directors of Japan Foods. INFORMATION RELATING TO SHIGEMITSU Shigemitsu is the owner of the Ajisen brand and the franchisor of the Group. Mr. Shigemitsu, a non-executive Director, directly owns approximately 44.85% interests in Shigemitsu. Shigemitsu is therefore a connected person of the Company. INFORMATION RELATING TO THE COMPANY The Company is an investment holding company. The Group is a fast casual restaurant chain operator selling Japanese ramen and Japanese-style dishes in Hong Kong and the PRC under the Ajisen brand. REASONS FOR THE TRANSACTION The main purpose of the Company to participate in the joint-venture is to explore the opportunity to further develop and expand the food offerings and restaurant business of the Group and gain access to the experience and know-how in managing multiple Japanese brands. The terms and conditions of the Acquisition and Shareholders Agreement were determined as a result of arm s length negotiations between the parties to the agreement. The Directors (including the independent non-executive Directors) consider that the Acquisition and Shareholders Agreement is on normal commercial terms, and fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS Mr. Shigemitsu, a non-executive Director, directly owns approximately 44.85% interests in Shigemitsu. Shigemitsu is therefore a connected person of the Company for the purpose of Listing Rules. Accordingly, the Acquisition and Shareholders Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules

7 Ms. Poon Wai, Mr. Poon Ka Man, Jason (being the younger brother of Ms. Poon Wai), Mr. Shigemitsu and Mr. Wong Hin Sun, Eugene had abstained from voting on the Company s board resolutions in relation to this transaction. As each of the applicable percentage ratios is less than 5%, the transactions under the Acquisition and Shareholders Agreement are only subject to the reporting and announcement requirements but exempted from independent shareholders approval requirement under Chapter 14A of the Listing Rules. DEFINITIONS In this announcement, the following terms and expressions (unless the context otherwise requires) shall have the following meanings: Acquisition and the acquisition and shareholders agreement dated 14 June 2012 Shareholders Agreement entered into between Ajisen Investments, Japan Foods, Shigemitsu and the JV Company in relation to the JV Company Ajisen Investments Board Ajisen Investments (International) Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company the board of Directors Brand a trade mark registered with the Hong Kong Trade Marks Registry under Trade Mark No Company Completion connected person(s) Director(s) Franchise Business Ajisen (China) Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the issued shares of which are listed on the main board of the Stock Exchange completion of the sale and purchase of the JF Sale Shares and the Shigemitsu Sale Shares in accordance with the terms and conditions of the Acquisition and Shareholders Agreement has the meaning ascribed to it under the Listing Rules the director(s) of the Company operation of the business of restaurants (including restaurants serving Japanese-style noodles and dishes), snack-bars, cafes, cafeterias, canteens, bar services, self-service restaurants, food and drink catering under the Brand - 7 -

8 Group HK$ Hong Kong Japan Foods JF Sale Shares JV Company JV Group JV Subsidiary Listing Rules Master Franchisee Mr. Shigemitsu PRC Shigemitsu Shigemitsu Sale Shares the Company and its subsidiaries Hong Kong dollar, the lawful currency of the Hong Kong the Hong Kong Special Administrative Region of the PRC Japan Foods Holding Ltd, a company incorporated under the laws of the Republic of Singapore with limited liability 2,500 ordinary shares of US$1.00 each in the share capital of the JV Company sold by Ajisen Investments and purchased by Japan Foods under the Acquisition and Shareholders Agreement, representing 25% of the entire issued share capital of the JV Company immediately after Completion ACJF Holding Limited (formerly known as Ajisen Kura Limited), a company incorporated under the laws of the British Virgin Islands with limited liability the JV Company and the JV Subsidiary ACJF Holding Limited (formerly known as Thousand Treasure Limited), a company incorporated under the laws of Hong Kong, a direct wholly-owned subsidiary of the JV Company both before and after Completion and as at the date of this announcement the Rules Governing the Listing of Securities on the Stock Exchange Bachmann Enterprises Pte Ltd, a company incorporated under the laws of the Republic of Singapore, a wholly owned subsidiary of Japan Foods Mr. Katsuaki Shigemitsu, a non-executive Director the People s Republic of China Shigemitsu Industry Co. Ltd., a company incorporated under the laws of Japan with limited liability 5,000 ordinary shares of US$1.00 each in the share capital of the JV Company sold by Ajisen Investments and purchased by Shigemitsu under the Acquisition and Shareholders Agreement, representing 10% of the entire issued share capital of the JV Company immediately after Completion - 8 -

9 Stock Exchange The Stock Exchange of Hong Kong Limited Sub-franchise Agreement the provisional sub-franchise agreement dated 25 October 2011 entered into between the Master Franchisee (as franchisor), the JV Subsidiary (as sub-franchisee) and the JV Company in respect of the Franchise Business Territory US$ Hong Kong United States dollar, the lawful currency of the United States of America By order of the Board Ajisen (China) Holdings Limited Poon Wai Chairman Hong Kong, 14 June 2012 As at the date of this announcement the Board comprises Ms. Poon Wai, Mr. Poon Ka Man, Jason and Mr. Yin Yibing as executive Directors; Mr. Katsuaki Shigemitsu and Mr. Wong Hin Sun, Eugene as non-executive Directors and Mr. Lo Peter, Mr. Jen Shek Voon and Mr. Wang Jincheng as independent non-executive Directors