Wilmar International : Notification of Changes to Wilmar Subsidiaries and Associated Company

Asset Acquisitions and Disposals::Notification of Changes to Wilmar subsidiaries and associated company

Issuer & Securities

Issuer/ Manager	WILMAR INTERNATIONAL LIMITED
Securities	WILMAR INTERNATIONAL LIMITED - SG1T56930848 - F34
Stapled Security	No

Announcement Details

Announcement Title	Asset Acquisitions and Disposals
Date & Time of Broadcast	25-Jan-2018 17:10:10
Status	New
Announcement Sub Title	Notification of Changes to Wilmar subsidiaries and associated company
Announcement Reference	SG180125OTHR7GMM
Submitted By (Co./ Ind. Name)	Teo La-Mei
Designation	Company Secretary
Description (Please provide a detailed description of the event in the box below)	Please see attached announcement.

Attachments

Notification of changes to WIL Subs_Asso Co_dd 25 Jan 2018.pdf Total size =202K

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WILMAR INTERNATIONAL LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 199904785Z)

ANNOUNCEMENT

Wilmar International Limited (the "Company" or "Wilmar") wishes to announce the following:

Establishment of subsidiaries

• 1. WI Kitchen (Tianjin) Investment Co., Ltd (China Subsidiary)

  WI Kitchen (Tianjin) Investment Co., Ltd ("WI Kitchen") is a direct wholly-owned subsidiary of Yihai Kerry (Hong Kong) Limited, which is in turn, a direct wholly-owned subsidiary of Yihai Kerry Investments Co., Ltd, an indirect wholly-owned subsidiary of Wilmar. WI Kitchen has a registered capital of US$30,000,000. WI Kitchen is an investment holding company.

• 2. Alexa Shipping Co Pte. Ltd., Bonnie Shipping Co Pte. Ltd., Dorothy Shipping Co Pte. Ltd., Freya Shipping Co Pte. Ltd. and Ivana Shipping Co Pte. Ltd. (Singapore Subsidiaries)

  Wilmar Ship Holdings Pte. Ltd., a direct wholly-owned subsidiary of Wilmar, has established the following direct wholly-owned subsidiaries:

  • a) Alexa Shipping Co Pte. Ltd.;

  • b) Bonnie Shipping Co Pte. Ltd.;

  • c) Dorothy Shipping Co Pte. Ltd.;

  • d) Freya Shipping Co Pte. Ltd.; and

  • e) Ivana Shipping Co Pte. Ltd..

  Each of the abovementioned wholly-owned Wilmar subsidiaries has an issued and paid-up share capital of US$1. The principal activities of the said Wilmar subsidiaries are owning and chartering of vessels.

• 3. Wilmar Tea Pte. Ltd. (Singapore Subsidiary)

  Wilmar Tea Pte. Ltd. ("WTEA") is a direct wholly-owned subsidiary of the Company. WTEA has an issued and paid-up share capital of US$1,000. The principal activity of WTEA will be trading in tea.

Amalgamation of subsidiaries

4.

Amalgamation of Two New Zealand Subsidiaries - Premier Packers Limited and New Zealand Sugar Company Limited

Following the completion of the amalgamation of Premier Packers Limited and New Zealand Sugar Company Limited (which are both indirect subsidiaries of Wilmar), New Zealand Sugar Company Limited is the amalgamated company and Premier Packers Limited has ceased to exist and has been removed from the New Zealand Register of Companies.

WILMAR INTERNATIONAL LIMITED

Announcement - Notification of changes to subsidiaries and associated company (continued)

Change in shareholding in subsidiaries

• 5. Wilmar Nutrition (Jiangsu) Co., Ltd (China Subsidiary)

  Wilmar Nutrition (Jiangsu) Co., Ltd ("Wilmar Nutrition Jiangsu") is a direct 60% owned subsidiary of Yihai Kerry Investments Co., Ltd ("YKI"), an indirect wholly-owned subsidiary of Wilmar. YKI has acquired an additional 17.5% interest in the registered capital of Wilmar Nutrition Jiangsu from each of (i) Shun Yi Holdings Limited ("Shun Yi"), a company owned by some employees of Wilmar and in which two Directors of Wilmar are deemed to be interested in, for a total consideration of RMB25,069,518 and (ii) Shanghai Fenghai Investments Limited ("Shanghai Fenghai"), a company owned by some employees of Wilmar, for a total consideration of RMB25,069,518. The consideration for each of the abovementioned acquisitions was arrived at on a willing-seller, willing-buyer basis. The remaining 5% interest in Wilmar Nutrition Jiangsu is held by Primosten LLC ("Primosten"), a company not related to Wilmar. The principal activity of Wilmar Nutrition Jiangsu is processing of vitamin E.

• 6. Wilmar Spring Fruit Nutrition Products (Jiangsu) Co., Ltd (China Subsidiary)

  Wilmar Spring Fruit Nutrition Products (Jiangsu) Co., Ltd ("Wilmar Spring Fruit") is a direct 60% owned subsidiary of YKI. YKI has acquired an additional 17.5% interest in the registered capital of Wilmar Spring Fruit from each of (i) Shun Yi for a total consideration of RMB36,521,993 and (ii)

  Shanghai Fenghai for a total consideration of RMB36,521,993. The consideration for each of the abovementioned acquisitions was arrived at on a willing-seller, willing-buyer basis. The remaining 5% interest in Wilmar Spring Fruit is held by Primosten. The principal activity of Wilmar Spring Fruit is processing of vitamin E.

Cessation of subsidiary and associated company

• 7. Laiyang Luhua Foodstuff Co., Ltd (China Associated Company)

  Grand Silver (Laiyang) Co. Limited, an indirect 51% owned subsidiary of Wilmar, has disposed of its entire 49% interest in the registered capital of Laiyang Luhua Foodstuff Co., Ltd to Shandong Luhua Group Co., Ltd for a total consideration of RMB46,448,766 through public tender.

  Accordingly, Laiyang Luhua Foodstuff Co., Ltd has ceased to be an associated company of Wilmar.

• 8. PT Wilmar Air Indonesia (Indonesia Subsidiary)

  Further to Wilmar's announcement of 31 May 2016 on the commencement of members' voluntary liquidation of PT Wilmar Air Indonesia ("PT WAI"), PT WAI has been dissolved and has ceased to

  be a subsidiary of Wilmar.

Issued by

WILMAR INTERNATIONAL LIMITED 25 January 2018