Acquisition of 50% equity interest in Shanghai Jinting Automobile ...

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.
[LOGO]
Gold Peak Industries (Holdings) Limited
(Incorporated in Hong Kong under the Companies Ordinance)
(Stock Code: 40)
(Incorporated in Hong Kong under the Companies Ordinance)
(Stock Code: 40)
MAJOR TRANSACTION
ACQUISITION OF 50% EQUITY INTEREST IN
SHANGHAI JINTING AUTOMOBILE HARNESS LIMITED
AND
RESUMPTION OF TRADING
The Board announces that on 29 June 2009, GP Auto entered into the Agreement with the
Vendor pursuant to which the Vendor had agreed to sell and GP Auto had agreed to purchase
the Sale Interest, representing 50% of the entire equity interest in Shanghai JAH, for a
consideration of RMB80.1 million (approximately HK$90.9 million).
The Acquisition constitutes a major transaction for the Company under Chapter 14 of the
Listing Rules and is therefore subject to the Shareholders’ approval.
A circular containing, among other things, further details of the Acquisition and the notice of
extraordinary general meeting of the Company will be despatched to the Shareholders as soon
as practicable.
Dealings in the Shares on the Stock Exchange have been suspended at the request of the
Company with effect from 9:30 a.m. on 30 June 2009 pending the issue of this announcement.
An application has been made by the Company to the Stock Exchange for the resumption of
trading in the Shares with effect from 9:30 a.m. on 2 July 2009.
INTRODUCTION
On 29 June 2009, GP Auto entered into the Agreement with the Vendor pursuant to which the
Vendor had agreed to sell and GP Auto had agreed to purchase the Sale Interest, representing
50% of the entire equity interest in Shanghai JAH, for a consideration of RMB80.1 million
(approximately HK$90.9 million).
- 1 -

THE AGREEMENT
Date
29 June 2009
Parties
Purchaser : GP Auto
Vendor : Furukawa GP Auto Parts (HK) Limited
As at the date of this announcement, the Vendor is an associate of the Company as it is owned as
to 20% by GP Industries. The remaining 80% equity interest in the Vendor is owned by The
Furukawa Electric Co. Ltd. and Furukawa Automotive Systems Inc. as to 79.05% and 0.95%
respectively.
The Vendor is an investment holding company. It holds investments in several entities
incorporated in the PRC which engage in the manufacturing and sale of automotive wire harness.
Save as aforesaid, to the best of the Directors’ knowledge, information and belief, having made
all reasonable enquiries, each of the Vendor and its ultimate beneficial owners is an independent
third party not connected with the Company and its connected persons.
Assets to be acquired
The Sale Interest, representing 50% of the entire equity interest in Shanghai JAH currently held
by the Vendor. After Completion, Shanghai JAH will become an associate of the Company and
equity accounting method will be used to account for Shanghai JAH’s results in the Group’s
consolidated financial statements.
Consideration
The total consideration for the Sale Interest is RMB80.1 million (approximately HK$90.9
million), which was determined after arm’s length negotiations between the parties to the
Agreement with reference to the net asset value of Shanghai JAH as at 31 December 2008.
The consideration for the Sale Interest will be funded by bank borrowings and internal resources
of the Group.
Method of payment
GP Auto shall pay 50% of the consideration for the Sale Interest to the Vendor within four weeks
from the date of the Agreement.
The remaining 50% of the consideration for the Sale Interest shall be paid by GP Auto to the
Vendor on the Settlement Day.
The consideration for the Sale Interest shall be paid by Renminbi or any other currency in an
equivalent amount.
- 2 -

Conditions
Completion is conditional upon the following conditions being fulfilled (or waived, as the case
may be):
(i) the passing of the necessary resolution(s) by the Shareholders in an extraordinary general
meeting of the Company to be convened and held to approve the Agreement and the
transactions contemplated thereunder;
(ii) the passing of the necessary resolution(s) by the shareholders of GP Auto and/or the Vendor,
and/or their respective holding/ultimate holding companies at general meetings of their
respective shareholders or written resolution(s) in lieu of a meeting, approving the
Agreement;
(iii) the obtaining of the approval of the board of directors of Shanghai JAH for the Acquisition
and the necessary revision of the articles of association;
(iv) the issuing by each of the Other Shareholders of a statement to waive any option or
pre-emptive right to the Sale Interest without any premise;
(v) the JV Contract and JV AOA having been duly concluded between the GP Auto and the
Other Shareholders; and
(vi) the obtaining of the approvals of the PRC Approval Authorities for the Acquisition, the
Agreement, the JV Contract and the JV AOA and the obtaining by Shanghai JAH of the
certificate of approval from the PRC Approval Authorities
Completion
Completion shall take place on the date on which the new business licence is obtained by
Shanghai JAH.
Termination
If either party terminates the Agreement according to terms and conditions set out therein and
such termination occurs after the first payment of 50% of the consideration for the Sale Interest,
the Vendor shall unconditionally refund it to GP Auto without interest within two weeks from
the date of termination of the Agreement.
INFORMATION ON SHANGHAI JAH
Shanghai JAH is a sino-foreign equity joint venture incorporated in the PRC. It is principally
engaged in the manufacturing and sale of automotive wire harness.
- 3 -

Set out below is the audited financials of Shanghai JAH for the two years ended 31 December
2008.
Year ended 31 December
2007 2007 2008 2008
RMB’000 HK$’000 RMB’000 HK$’000
Turnover 759,516 862,051 811,728 921,311
Profit before tax 43,302 49,148 78,350 88,927
Profit after tax 38,201 43,358 68,658 77,927
As at 31 December
2007 2007 2008 2008
RMB’000 HK$’000 RMB’000 HK$’000
Total assets 380,420 431,777 368,836 418,629
Net assets 194,896 221,207 226,394 256,957
REASONS FOR AND BENEFITS OF THE ACQUISITION
Shanghai JAH is a well-established company engaging in the business of automotive wire
harness since 1997. Over the years, Shanghai JAH has achieved impressive results and has
become one of the leading automotive wire harness manufacturers in the PRC.
The Directors believe that the business of automotive wire harness is very promising in the PRC,
and the Acquisition will give the Group a good opportunity to participate in and develop
automotive wire harness business in the PRC.
The Directors are of the opinion that the terms of the Acquisition are fair, reasonable and on
normal commercial terms, and the Acquisition is in the interests of the Company and the
Shareholders as a whole.
GENERAL
The Company acts as an investment holding company. The activities of its principal subsidiaries
and associates are investment holding and development, manufacturing, marketing and trading of
batteries, electronics and acoustics products, wire harness, cables, light fittings products and
LED display screens.
The Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing
Rules and is subject to the Shareholders’ approval. As no Shareholder has an interest in the
Acquisition which is materially different from the other Shareholders, no Shareholder is required
to abstain from voting on the resolution to be proposed at the extraordinary general meeting of
the Company to approve the Acquisition and the transactions contemplated thereunder.
A circular containing, among other things, further details of the Acquisition together with the
notice of the extraordinary general meeting of the Company will be despatched to the
Shareholders as soon as practicable.
- 4 -

SUSPENSION AND RESUMPTION OF TRADING
Dealings in the Shares on the Stock Exchange have been suspended at the request of the
Company with effect from 9:30 a.m. on 30 June 2009 pending the issue of this announcement.
An application has been made by the Company to the Stock Exchange for the resumption of
trading in the Shares with effect from 9:30 a.m. on 2 July 2009.
DEFINITION
“Acquisition”
the acquisition of the Sale Interest by GP Auto pursuant to
the Agreement
"Agreement” the conditional equity transfer agreement dated 29 June 2009
entered into between GP Auto and the Vendor in relation to
the Acquisition
“Board”
“Company”
“Completion”
“Conditions”
“connected person(s)”
“Director(s)”
“GP Auto”
“GP Industries”
“Group”
“HK$”
“Hong Kong”
“JV AOA”
the board of Directors
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
the completion of the Acquisition pursuant to the Agreement
the various conditions precedent to Completion, as more
particularly set out under the section headed “Conditions” of
this announcement
has the meaning given to it by the Listing Rules
the Director(s) of the Company
GP Auto Parts Limited, a company incorporated in Hong
Kong with limited liability, a wholly owned subsidiary of GP
Industries
GP Industries Limited, a company incorporated in Singapore
with limited liability, the shares of which are listed on the
Singapore Stock Exchange and is owned as to 69.32% by the
Company
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
Hong Kong Special Administrative Region of the PRC
the new articles of association of Shanghai JAH which is to
be executed by GP Auto and the Other Shareholders
- 5 -

“JV Contract”
“Listing Rules”
“Other Shareholders”
“PRC”
“PRC Approval Authorities”
“RMB” or “Renminbi”
“Sale Interest”
“Settlement Day”
“Shanghai DCAP”
“Shanghai DCI”
“Shanghai JAH”
“Share(s)”
“Shareholder(s)”
“Singapore Stock Exchange”
“Stock Exchange”
“Vendor”
the new joint venture contract of Shanghai JAH which is to
be executed by GP Auto and the Other Shareholders
the Rules Governing the Listing of Securities on the Stock
Exchange
Shanghai DCI and Shanghai DCAP
the People’s Republic of China
the authorities at all levels of the PRC responsible for the
examination and approval of equity changes in foreign
investment enterprises
Renminbi, the lawful currency of the PRC
50% equity interest in Shanghai JAH, which is currently
owned by the Vendor
the 5 th working day after the date on which all the Conditions
are satisfied
車 (Shanghai Dongchang
Automobile Parts Co., Ltd*), a company incorporated in the
PRC with limited liability which currently owns 25% equity
interest in Shanghai JAH
(Shanghai Dongchang
Investment Development Co., Ltd*), a company
incorporated in the PRC with limited liability which
currently owns 25% the equity interest in Shanghai JAH
金 車 (Shanghai Jinting Automobile
Harness Limited*), a sino-foreign equity joint venture
incorporated in the PRC with limited liability
ordinary share(s) of HK$0.50 each in the share capital of the
Company
holder(s) of Shares
The Singapore Exchange Securities Trading Limited
The Stock Exchange of Hong Kong Limited
Furukawa GP Auto Parts (HK) Limited, a company
incorporated in Hong Kong with limited liability
- 6 -

“%” per cent.
* For identification purposes only
The exchange rate used for reference purpose only in this announcement is RMB1.00 to
HK$1.135.
Hong Kong, 30 June 2009
www.goldpeak.com
By Order of the Board
WONG Man Kit
Company Secretary
As at the date of this announcement, the Board consists of Mr. Victor LO Chung Wing
(Chairman & Chief Executive), Mr. Andrew NG Sung On (Vice Chairman), Mr. Kevin LO
Chung Ping, Mr. Paul LO Chung Wai, Mr. LEUNG Pak Chuen, Mr. Richard KU Yuk Hing and
Mr. Andrew CHUANG Siu Leung as Executive Directors, Mr. CHAU Kwok Wai, Mr. Raymond
WONG Wai Kan and Mr. Vincent CHEUNG Ting Kau as Non-Executive Directors and Mr. LUI
Ming Wah, Mr. Frank CHAN Chi Chung and Mr. CHAN Kei Biu as Independent Non-Executive
Directors.
- 7 -