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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Good Friend International Holdings Inc.    2398   KYG398001001

GOOD FRIEND INTERNATIONAL HOLDINGS INC.

(2398)
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Good Friend International : (1) DISCLOSEABLE TRANSACTION (2) CONNECTED TRANSACTION RESPECTIVE PROVISION OF FINANCIAL ASSISTANCE TO MAG GROUP AND FFG WERKE GROUP

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06/06/2019 | 05:48am EDT

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.

GOOD FRIEND INTERNATIONAL HOLDINGS INC.

友佳國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2398)

  1. DISCLOSEABLE TRANSACTION
  2. CONNECTED TRANSACTION

RESPECTIVE PROVISION OF FINANCIAL ASSISTANCE TO MAG GROUP AND FFG WERKE

GROUP

On 3 June 2019, the Company entered into the Guarantees with Siemens, to guarantee Siemens of up to EUR11 million and EUR2 million on any outstanding payment obligations of MAG Group and FFG Werke Group under their procurement contracts with Siemens respectively.

As the highest applicable percentage ratio in respect of the Guarantee for MAG is more than 5% but less than 25%, the Guarantee for MAG constitutes a discloseable transaction of the Company and accordingly is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As FFG Werke is a commonly held entity under Chapter 14A of the Listing Rules and as the highest applicable percentage ratio in respect of the Guarantee for FFG Werke is more than 0.1% but less than 5%, the Guarantee for FFG Werke constitutes a connected transaction of the Company and accordingly is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

- 1 -

BACKGROUND

On 3 June 2019, the Company entered into the Guarantees with Siemens, to guarantee Siemens of up to EUR11 million and EUR2 million on any outstanding payment obligations of MAG Group and FFG Werke Group under their procurement contracts with Siemens respectively.

THE GUARANTEES

(1) GUARANTEE FOR MAG

Date:

3 June 2019

Parties:

(1) the Company

(2) Siemens

Subject matter:

the Company, as guarantor, agreed to provide guarantee in favour of Siemens

to secure the payment obligations of MAG Group under its procurement

contracts with Siemens in an amount of up to EUR11 million, which is

determined based on the estimated purchases of machine tools components by

MAG Group from Siemens

Period:

from 3 June 2019 to 31 December 2021 (unless terminated earlier by Siemens)

Payment:

payment under the Guarantee (if any) will be funded by the internal resources

of the Company and will be made by the Company if and when it receives a

valid payment demand issued by Siemens

(2) GUARANTEE FOR FFG WERKE

Date:

3 June 2019

Parties:

(1) the Company

(2) Siemens

Subject matter:

the Company, as guarantor, agreed to provide guarantee in favour of Siemens

to secure the payment obligations of FFG Werke Group under its procurement

contracts with Siemens in an amount of up to EUR2 million, which is

determined based on the estimated purchases of machine tools components by

FFG Werke Group from Siemens

Period:

from 3 June 2019 to 31 December 2021 (unless terminated earlier by Siemens)

Payment:

payment under the Guarantee (if any) will be funded by the internal resources

of the Company and will be made by the Company if and when it receives a

valid payment demand issued by Siemens

- 2 -

As at the date of this announcement, Taiwan FF is an associate of Hong Kong GF, the controlling shareholder of the Company, and hence, Taiwan FF is a connected person of the Company under the Listing Rules. As the Company and Taiwan FF indirectly hold approximately 39% and 10% shareholding in FFG Werke respectively, FFG Werke constitutes a commonly held entity under Chapter 14A of the Listing Rules.

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, each of Siemens and MAG and their respective ultimate beneficial owners (save in respect of the Company's and Taiwan FF's approximately 45% and 3.6% respective indirect shareholding in MAG) are third parties independent of the Group and its connected persons.

REASONS FOR AND BENEFITS OF ENTERING INTO THE GUARANTEES

MAG and FFG Werke are two associated companies of the Company in Europe and procure machine tools components from Siemens from time to time. For Siemens' supply of goods, Siemens requested the Company, as the single largest shareholder in MAG and FFG Werke, to provide the Guarantees on any outstanding obligations of the procurement contracts of MAG Group and FFG Werke Group with Siemens, which would facilitate their ordinary course of business. The production of a variety of products by MAG Group and FFG Werke Group will optimise the product portfolio of the Group and strengthen its core competitiveness.

The Directors (including the independent non-executive Directors) consider that the terms of the Guarantees are fair and reasonable, on normal commercial terms, in line with the ordinary and usual course of business of the Group and in the interests of the shareholders of the Company as a whole.

INFORMATION ON THE PARTIES

The Company is an investment holding company and its subsidiaries are principally engaged in the design and production of CNC machine tools, design and construction of three-dimensional car parking garage structures and design and assembling of forklift trucks.

Siemens is a German multinational conglomerate and is the one of the largest industrial manufacturing companies in Europe with branch offices abroad. Siemens is principally engaged in activities in the fields of electrification, automation and digitalisation worldwide.

MAG Group is principally engaged in the manufacture and sale of machine tools and production systems in Germany.

FFG Werke Group is principally engaged in the manufacture and sale of machine tools and production systems in Germany.

- 3 -

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Guarantee for MAG is more than 5% but less than 25%, the Guarantee for MAG constitutes a discloseable transaction of the Company and accordingly, is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As FFG Werke is a commonly held entity under Chapter 14A of the Listing Rules and as the highest applicable percentage ratio in respect of the Guarantee for FFG Werke is more than 0.1% but less than 5%, the Guarantee for FFG Werke constitutes a connected transaction of the Company and accordingly is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Guarantees were not made under any master agreement. The Guarantees concern separate day-to-day procurement transactions by each of MAG and FFG Werke in their respective ordinary course of business with Siemens, which is also in line with the principal business of the Group.

Other than Mr. Chu who had voluntarily abstained from voting, no Director had a material interest which would require abstinence from voting on the relevant Board resolution approving the Guarantees.

- 4 -

DEFINITIONS

In this announcement, the following terms shall have the meanings set respectively adjacent below:

"associate(s)"

has the meaning under the Listing Rules

"Board"

means the board of Directors

"Company"

Good Friend International Holdings Inc., a company incorporated in

the Cayman Islands with limited liability, the shares of which are

listed on the Stock Exchange

"connected person"

has the meaning under the Listing Rules

"controlling shareholder"

has the meaning under the Listing Rules

"Director(s)"

the director(s) of the Company

"EUR"

Euro, the lawful currency of the member states of the European Union that

adopt the single currency in accordance with the Treaty establishing the

European Community, as amended by the Treaty on European Union

"FFG Werke"

FFG Werke GmbH, a limited liability company incorporated in Germany

"FFG Werke Group"

FFG Werke and its subsidiaries

"Group"

the Company and its subsidiaries

"Guarantees"

the guarantees dated 3 June 2019 entered into between the Company and

Siemens for MAG and FFG Werke respectively, and each a "Guarantee"

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Hong Kong GF"

Good Friend (H.K.) Corporation Limited, a company incorporated in

Hong Kong with limited liability, a controlling shareholder of the

Company and a subsidiary of Taiwan FF

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"MAG"

MAG IAS GmbH, a limited liability company incorporated in Germany

"MAG Group"

MAG and its subsidiaries

"Mr. Chu"

Mr. CHU Chih-Yaung, an executive Director, the Chairman and Chief

Executive Officer of the Company, who is also beneficially interested in

approximately 17.73% of the share capital in Taiwan FF as at the date of

this announcement

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Good Friend International Holdings Inc. published this content on 06 June 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 June 2019 09:47:10 UTC

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Sales 2019 911 M 130 M 130 M
Net income 2019 12,2 M 1,74 M 1,74 M
Net Debt 2019 366 M 52,5 M 52,5 M
P/E ratio 2019 35,1x
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EV / Sales 2019 0,82x
Nbr of Employees 1 080
Free-Float 37,5%
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NameTitle
Chih Yaung Chu Chairman & Chief Executive Officer
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