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

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.
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