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Toyota Tsusho to export apparel products to Hong Kong
02
Mar '09
Team China, a wholly-owned subsidiary of the Symphony Holdings Limited, entered into a Joint Venture Agreement with Toyota Tsusho for the establishment of a Joint Venture Company, JFT Holdings relating to the distribution and retailing of well-known brands which are mainly originated from Japan, Europe and the United States of America in the Greater China. Since the Company's total contribution to the Joint Venture Company is HK$42,000,000.00 and the applicable percentage ratio exceeds 5% but is less than 25%, the formation of the Joint Venture Company constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

The Joint Venture Agreement - Team China, a wholly-owned subsidiary of the Company, entered into a Joint Venture Agreement with Toyota Tsusho pursuant to which the parties agreed to establish a Joint Venture Company relating to the distribution and retailing of apparel and accessories under certain brands which are originated from Japan, Europe and the United States of America in the Greater China. The principal terms of the Joint Venture Agreement are set out below:

Parties : 1. Team China;
2. Toyota Tsusho;
3. Joint Venture Company; and
4. Company

Formation of the Joint Venture Company : Team China, a subsidiary of the Company, and Toyota Tsusho, a member of the Toyota Motor Corporation, will set up the
Joint Venture Company.

Shareholdings in the Joint Venture Company : The Joint Venture Company has an authorised share capital of HK$10,000.00 divided into 10,000 ordinary shares of HK$1.00 each, of which 10,000 shares have been issued and were, as of the date of the Joint Venture Agreement, wholly and beneficially held by Team China. Team China will transfer 50% of its issued shares at par value within 10 Business Days from the date of the Joint Venture Agreement so that the shareholding of Team China and Toyota Tsusho shall be 50% and 50% respectively.

Name of the Joint Venture Company: JTF Holdings

Total Investment Amount : The total investment amount of the Joint Venture Company shall be HK$84,000,000.00, which will be contributed by each of Team China and Toyota Tsusho based on their respective shareholding in the Joint Venture Company. 50% of such funds shall be injected by each of Team China and Toyota Tsusho pro rata to their shareholdings within 1 month from the date of the Joint Venture Agreement and the remaining 50% of the funds will be injected into the Joint Venture Company on request by the board of directors of the Joint Venture Company made within 4 months from the date of the Joint Venture Agreement.

The total investment amount was determined pursuant to arm's length negotiations between Team China and Toyota Tsusho based on their perception of the funding requirements of the Joint Venture Company.

Scope of Business of the Joint Venture Company : Distribution and retailing of apparel and accessoriesunder certain brands which are originated from Japan, Europe and the United States of America in the Greater China.

Further Funding : Each of Team China and Toyota Tsusho agreed that further funding by means of advances and credit from banks and/or financial institutions and/or similar sources and /or shareholder's loans in an amount not exceeding HK$76,000,000.00 may be sought after the expiry of four months from the date of the Joint Venture Agreement and within 2 years from the date of the Joint Venture Agreement.

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