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

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

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