Asia Packaging Announces the Closing of the Acquisition of Yuanxing Packaging and the Resumption of Trading
06 June 2013 - 11:00PM
Marketwired Canada
Asia Packaging Group Inc. (TSX VENTURE:APX) (the "Company") is pleased to
announce that it has closed the acquisition of Yuanxing Package (China) Co.,
Ltd. ("Yuanxing"). The Company has received the final acceptance from the TSX
Venture Exchange (the "Exchange") and is pleased to announce that the Company'
shares will resume trading at the opening of market on June 6, 2013.
Under the terms of a share purchase agreement dated November 5, 2012, as amended
by the First Amendment to Share Purchase Agreement dated February 15, 2013
(collectively the "Purchase Agreement") (available on SEDAR), the acquisition of
Yuanxing was completed through the purchase of all the issued and outstanding
shares in its corporate parent, Jiayuan Investment Limited, from shareholders of
Jiayuan Investment Limited (the "Jiayuan Shareholders"). In accordance with the
Purchase Agreement, the purchase price of $48 million has been satisfied by
payment to the Jiayuan shareholders as follows:
1. At the closing, issued to the Jiayuan shareholders 50,000,000 Asia
Packaging Shares at a deemed price of $0.40 per share;
2. At the closing, paid to the Jiayuan shareholders cash in the amount of
Six Million Canadian Dollars ($6,000,000 CAD);
3. At the closing, issue to the Jiayuan Shareholders $4,000,000
convertible debentures of the Company. The convertible debentures have
a maturity date on the third anniversary of the closing, accrue simple
interest at 8% per annum until paid or converted, and may be converted
into Asia Packaging Shares at the election of the Jiayuan Shareholders
at the conversion price of $0.40 per share;
4. The remaining balance of the purchase price ($18,000,000 CAD) was paid
in cash in two equal installments by delivery at the closing of
promissory notes of the Company, the first of which ($9,000,000 CAD)
will be paid before June 30, 2013 and the second of which ($9,000,000
CAD) will be paid on or after April 30, 2014, but payment of each
installment may be adjusted in the following manner:
(a) If the net income of Yuanxing for the fiscal year ending
December 31, 2012, as presented in the audited financial
statements of Yuanxing, is lower than RMB Eighty Million Yuan
(RMB 80,000,000), the first installment payment payable to the
Jiayuan Shareholders shall be reduced by the amount that is
equal to the Canadian dollar equivalent of two times (2x) the
difference between (a) the net income of Yuanxing for the fiscal
year ending December 31, 2012 and (b) RMB Eighty Million Yuan
(RMB 80,000,000); and
(b) If the net income of Yuanxing for the fiscal year ending
December 31, 2013, as presented in the audited financial
statements of Yuanxing, is lower than RMB Eighty Million Yuan
(RMB 80,000,000), the second installment payment payable to the
Jiayuan shareholders shall be reduced by the amount that is
equal to the Canadian dollar equivalent of the difference
between (a) the net income of Yuanxing for the fiscal year
ending December 31, 2013 and (b) RMB Eighty Million Yuan (RMB
80,000,000).
Mr. Wenge Hong, the Chairman of the Company expresses his appreciation to the
Exchange for working with the Company to complete the transaction, which is one
of the first transactions after the Exchange introduced its proposed policies on
Emerging Market Issuers, "on behalf of the management and directors of the
Company and Yuanxing, we would like to thank the staff of the Exchange for their
co-operation and effort."
About Yuanxing
Yuanxing manufactures and markets a variety of retail/shopping bags and
packaging products to the Chinese market. Yuanxing produces a full line of paper
retail/shopping bags.
From its manufacturing facility in Quanzhou, Fujian Province, Yuanxing employs
over 529 people in the design and manufacturing of approximately 376 million
retail/shopping bags per year. Yuanxing has customers across China who are
primarily Chinese clothing retailers and manufacturers with retail outlets. The
retail/shopping bags are used as point-of-sale packaging and advertising for the
Yuanxing's customers.
Based on the audited financial statements, Yuanxing had financial results as
follows:
(Canadian 9 months ended 12 months ended 12 months ended 12 months ended
$000) 30/9/2012 31/12/2011 31/12/2010 31/12/2009
Revenues 43,745 49,380 27,583 18,372
Gross Profit 14,631 16,336 7,694 3,760
Net Income 10,133 10,761 4,546 2,047
Balance Sheet As at
30/9/2012
Cash 7,104
Debt 0
Equity 20,574
The audited financial statements for Yuanxing are available as part of the
Filing Statement dated March 31, 2013 filed on SEDAR.
About Asia Packaging Group Inc.
Asia Packaging Group, through its wholly-owned subsidiaries in the People's
Republic of China ("PRC"), is in the business of manufacturing packaging
products and services in China.
This news release contains certain statements that may be deemed
"forward-looking statements". Forward-looking statements are statements that are
not historical facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although the Company believes
the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results may differ materially from those in forward-looking
statements. Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are made. The
Company undertakes no obligation to update these forward-looking statements,
except as required by law, in the event that management's beliefs, estimates or
opinions, or other factors, should change.
FOR FURTHER INFORMATION PLEASE CONTACT:
Asia Packaging Group
Robert Wilson
Vice President & Director
416-666-4005
robert.wilson@asiapackaging.ca
Asia Packaging Group
Jin Kuang
CFO & Director
604-443-5041
jin.kuang@asiapackaging.ca
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