CONTINUING CONNECTED TRANSACTIONS

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. (Incorporated in Hong Kong under the Companies Ordinance) (Stock Code: 40) CONTINUING CONNECTED TRANSACTIONS For the period from 15 June 2015 to 31 March 2016, GPB Shenzhen, an indirect non-wholly owned subsidiary of the Company, had sourced and purchased parts for battery production from SMTL, which is a company wholly owned by an independent non-executive Director and his associates. As SMTL is a connected person of the Company, the Transactions constituted non-exempt continuing connected transactions for the Company under Chapter 14A of the Listing Rules. The aggregate consideration of the Transactions payable by the Group for the period from 15 June 2015 to 31 March 2016 was US$752,000 (or approximately HK$5.8 million) for which the Company should have complied with the announcement requirement set out in Rule 14A.35 of the Listing Rules when the aggregate amount of the Transactions exceeded HK$3 million in December The Group has conducted the Transactions in the ordinary and usual course of business but there was no written agreement for the Transactions. The failure to enter a written agreement for and to make timely disclosure of the Transactions constituted a breach of Rules 14A.34 and 14A.35 of the Listing Rules. CONTINUING CONNECTED TRANSACTIONS For the period from 15 June 2015 to 31 March 2016, GPB Shenzhen, an indirect non-wholly owned subsidiary of the Company, had sourced and purchased parts for battery production from SMTL, which is a connected person of the Company by virtue of it being wholly owned by Mr. Chan, an independent non-executive Director, and his associates. 1

2 The aggregate consideration of the Transactions payable by GPB Shenzhen to SMTL for the period from 15 June 2015 to 31 March 2016 was US$752,000 (or approximately HK$5.8 million), which was calculated on the unit price of each type of parts multiplied by the quantity purchased which was determined after arm's length negotiation between the parties and on an order-by-order basis. The aggregate consideration of the Transactions was satisfied by cash. As each of the applicable percentage ratios in respect of the Transactions is less than 5% but the aggregate consideration of the Transactions exceeds HK$3 million on an annual basis, the Transactions constituted non-exempt continuing connected transactions for the Company for which it should have complied with the announcement requirement set out in Rule 14A.35 of the Listing Rules when the aggregate amount of the Transactions exceeded HK$3 million in December REASONS FOR THE TRANSACTIONS The Transactions formed an integral part of the ordinary and usual course of business of GPB Shenzhen and were conducted on normal commercial terms determined on an arm's length basis. The parts sourced and purchased from SMTL were used for the production of batteries supplied to a particular customer of GPB Shenzhen, and SMTL is a nominated supplier of this particular customer. GPB Shenzhen commenced business relationship with SMTL since 2012 when it was a party independent of and not connected with the Company and its connected persons. Following the completion of a corporate restructuring of SMTL which took place on 15 June 2015, Mr. Chan and his associates became interested in the entire shareholding interests in SMTL and SMTL became a connected person of the Company. INFORMATION ON THE COMPANY, GPB SHENZHEN AND SMTL AND THEIR RELATIONSHIPS The Company is an investment holding company. The activities of its principal subsidiaries and associates are investment holding and manufacturing, marketing and trading of batteries, electronics and acoustics products, wire harness and cables. GPB Shenzhen is an enterprise established in the PRC and is a wholly-owned subsidiary of GP Batteries, which is owned as to approximately 64.7% by GP Industries which is in turn an approximately 85.5%-owned subsidiary of the Company as at the date of this announcement. GP Batteries is engaged in the development, manufacture and marketing of batteries and battery-related products and GPB Shenzhen is principally engaged in manufacturing of batteries. SMTL is a company incorporated in Hong Kong with limited liability and has been wholly owned by Mr. Chan, an independent non-executive Director, and his associates since 15 June 2015, and is principally engaged in trading of electronic component modules. Mr. Chan was appointed as an independent non-executive Director in Accordingly, SMTL is a connected person of the Company and the Transactions constituted non-exempt continuing connected transactions for the Company under Chapter 14A of the Listing Rules. 2

3 LISTING RULES IMPLICATION As each of the applicable percentage ratios in respect of the Transactions is less than 5% but the aggregate consideration of the Transaction exceeds HK$3 million on an annual basis, the Transactions constituted non-exempt continuing connected transactions for the Company for which it was exempt from the circular and shareholders approval requirements pursuant to Rule 14A.76 of the Listing Rules. However, the Company should have complied with the announcement requirement set out in Rule 14A.35 of the Listing Rules when the aggregate amount of the Transactions exceeded HK$3 million in December The Group has conducted the Transactions in its ordinary and usual course of business but there was no written agreement for the Transactions. The failure to enter a written agreement for and to make timely disclosure of the Transactions constituted a breach of Rules 14A.34 and 14A.35 of the Listing Rules. The failure to enter a written agreement for and to make timely disclosure was due to the oversight of the management of the Company which was not intentional. The Stock Exchange reserves its right to take actions against the Company and/or the Directors as a result of the breach of the Listing Rules. The Board (with Mr. Chan abstained from voting) have passed a written resolution to ratify, confirm and approve the Transactions. The independent non-executive Directors (other than Mr. Chan) agreed that the terms of the Transactions were fair and reasonable, and the Transactions were entered into on normal commercial terms, in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole. Other than Mr. Chan, who abstained from voting on the board resolution, none of the Directors has a material interest in the Transactions. The Company will take immediate remedial steps by tightening its internal control procedure with a view to ensuring timely compliance with the relevant requirements of the Listing Rules and to preventing a recurrence of similar event. These measures will include the management and accounting staff of the Company conducting reviews of the trading volume of any continuing connected transactions between the Group and SMTL on a monthly basis and regularly checking with the sales and marketing team, production teams and accounting department for the forecast volume of the continuing connected transactions between the Group and SMTL. DEFINITIONS Unless the context otherwise requires, the following expressions have the following meanings in this announcement: "associate(s)" "Board" has the same meaning ascribed to it under Chapter 14A of the Listing Rules the board of Directors 3

4 "Company" "connected person(s)" "Director(s)" GP Batteries GPB Shenzhen GP Industries "Group" "Hong Kong" "HK$" "Listing Rules" Mr. Chan "PRC" "Share(s)" "Shareholder(s)" SMTL "Stock Exchange" Gold Peak Industries (Holdings) Limited (stock code: 40), a company incorporated in Hong Kong with limited liability and whose shares are listed on the Main Board of the Stock Exchange has the same meaning ascribed to it under the Listing Rules director(s) of the Company GP Batteries International Limited, a company incorporated in the Republic of Singapore with limited liability, the shares of which are listed on the Singapore Exchange Securities Trading Limited and is owned as to 64.7% by GP Industries as at the date of this announcement GP Batteries (Shenzhen) Co. Ltd., an enterprise established in the PRC and a wholly-owned subsidiary of GP Batteries GP Industries Limited, a company incorporated in the Republic of Singapore with limited liability, the shares of which are listed on the Singapore Exchange Securities Trading Limited and is owned as to 85.5% by the Company as at the date of this announcement the Company and its subsidiaries Hong Kong Special Administrative Region of the PRC Hong Kong dollars, the lawful currency of Hong Kong the Rules Governing the Listing of Securities on the Stock Exchange Mr. Chan Kei Biu, an independent non-executive Director the People's Republic of China, and for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan ordinary shares in the share capital of the Company holder(s) of the Share(s) Surface Mount Technology Limited, a company incorporated in Hong Kong with limited liability and is wholly owned by Mr. Chan and his associates The Stock Exchange of Hong Kong Limited 4

5 "Transactions" US$ the various transactions involving the sourcing and purchasing of parts for battery production by GPB Shenzhen from SMTL during the period from 15 June 2015 to 31 March 2016 United States dollars, the lawful currency of the United States of America "%" per cent. For reference purposes only and unless otherwise specified, US$ amount has been translated into HK$ using the rate of US$1.00 to HK$7.75. Hong Kong, 12 April By Order of the Board WONG Man Kit Company Secretary As at the date of this announcement, the Board consists of Messrs. Victor LO Chung Wing (Chairman & Chief Executive), LEUNG Pak Chuen, Richard KU Yuk Hing, Andrew CHUANG Siu Leung and Brian LI Yiu Cheung as Executive Directors, Messrs. LUI Ming Wah, Frank CHAN Chi Chung and CHAN Kei Biu as Independent Non-Executive Directors and Ms. Karen NG Ka Fai as Non-Executive Director. 5