| Statement |
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off ,acquisition, or receiving assignment of shares):Share exchange
2.Date of occurrence of the event:2017/11/09
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Far Eastern New Century Corp. (FENC)
Fu Kwok Knitting & Garment Co., Ltd. (FKK&G)
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):
FKK&G
5.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares
of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
FENC directly holds 99.97% shares of FKK&G. To align with long-term strategic development and to integrate overall resources among textiles business, the share exchange would not impact shareholders’ equity of FENC as the share
exchange will be undertaken based on the share exchange agreement and in accordance with Business Mergers and Acquisitions Act.
6.Purpose/objective of the merger/acquisitionation:
To align with long-term strategic development and to enhance overall operational efficiency.
7.Anticipated benefits of the merger/acquisition:
With resources integration, the operational synergy is expected to be elevated under same management team and shared client portfolio.
8.Effect of the merger or consolidation on net worth per share and earnings per share:
Post share exchange is anticipated to have positive impact on operational performance and earnings.
9.Share exchange ratio and basis of its calculation:N/A
10.Scheduled timetable for consummation:
The record date of the share exchange was set on 30th December 2017. The Board of both parties has authorized its Chairman to adjust the record date of the share exchange if necessary.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
After the completion of share exchange, FKK&G will become FENC’s wholly-owned subsidiary.
12.Basic information of companies participating in the merger:
FENC: Petrochemical and polyester materials, semi-finished products, finished goods, woven and knitted garments
FKK&G: Garment and apparel production
13.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumesof the shares to be acquired by the split
company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcementof a spin-off):N/A
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition:NIL
15.Other important stipulations:NIL
16.Do the directors have any objection to the present transaction?:NIL
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