KPM Holding Limited — M&A Activity 2018

Jul 2, 2018

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.

KPM HOLDING LIMITED * 吉輝控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8027)

INSIDE INFORMATION

MEMORANDUM OF UNDERSTANDING IN RELATION TO POSSIBLE ACQUISITION

This announcement is made by the Company pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 17.10 of the GEM Listing Rules.

MEMORANDUM OF UNDERSTANDING

The Board is pleased to announce that on 2 July 2018, Joyful Passion entered into a non-legally binding MOU with the Vendor in relation to the Possible Acquisition. The principal terms of the MOU are set out as follows:

Date: 2 July 2018 Parties: (i) Joyful Passion; and (ii) The Vendor

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor is an independent third party of the Company and its connected persons (as defined under the GEM Listing Rules).

Pursuant to the MOU, Joyful Passion intends to acquire and the Vendor intends to sell the business of the Vendor, which is principally engaged in designing, manufacturing and selling of intelligent hardware products in the PRC.

Consideration

The consideration for the Possible Acquisition and the manner of payment shall be further negotiated between Joyful Passion and the Vendor and be determined in the Formal Agreement.

Exclusivity

During a period of six months from the date of the MOU (or such other date agreed by Joyful Passion and the Vendor), the Vendor shall not directly or indirectly negotiate or agree with any other party with respect to the disposal of its business.

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Due diligence review

Joyful Passion shall conduct the due diligence in respect of the Possible Acquisition after entering into of the MOU. The Vendor shall undertake to provide assistance to Joyful Passion in connection with the due diligence review on the Vendor’s business.

Formal Agreement

Save for the provisions on exclusivity, confidentiality, governing law and dispute resolution and counterparts, the MOU does not constitute a legally-binding commitment between Joyful Passion and the Vendor. Joyful Passion and the Vendor shall use their best endeavours to negotiate and enter into a Formal Agreement before the expiry of the Exclusivity Period.

REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITION

The Group is principally engaged in the design, fabrication, installation and maintenance of signage and related products.

The Group continues to explore opportunities to broaden and diversify its business. The Directors are of the view that the Possible Acquisition will create new sources of income and maximize the Company’s return. The Directors consider that the Possible Acquisition, if materialised, is in the interests of the Company and shareholders of the Company as a whole.

GENERAL

If the Possible Acquisition materialises, it may constitute a notifiable transaction of the Company under the GEM Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the GEM Listing Rules as and when appropriate.

As the MOU is not legally binding, the Possible Acquisition may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the expressions below have the following meanings:

“Board” the board of Directors “Company” KPM Holding Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on GEM of the Stock Exchange “Director(s)” the director(s) of the Company

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“Exclusivity Period”	the exclusivity period of six months from the date of the
	MOU or such other date agreed by Joyful Passion and the
	Vendor
“Formal Agreement”	the formal sale and purchase agreement in relation to the
	Possible Acquisition which may or may not be entered into
	by the parties to the MOU
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of the
	Stock Exchange
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Joyful Passion”	Joyful Passion Limited, a wholly-owned subsidiary of the
	Company, a company incorporated in the British Virgin
	Islands with limited liability
“MOU”	the non-legally binding memorandum of understanding
	dated 2 July 2018 entered into among the Vendor and Joyful
	Passion in relation to the Possible Acquisition
“Possible Acquisition”	the possible acquisition by Joyful Passion of the business of
	the Vendor pursuant to the MOU
“PRC”	the People’s Republic of China
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	an individual who is an independent third party
	By order of the Board
	KPM Holding Limited
	Tan Thiam Kiat Kelvin
	Chairman

Hong Kong, 2 July 2018

As at the date of this announcement, the executive Directors are Mr. Tan Thiam Kiat Kelvin, Mr. Tan Kwang Hwee Peter and Ms. Kong Weishan and the independent non-executive Directors are Mr. Lau Muk Kan, Mr. Tan Kiang Hua, and Mr. Lock Kiu Yin.

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This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the Company’s website at www.kpmholding.com.

• For identification purposes only

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